UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-24075
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: December 31
Date of reporting period:
| ITEM 1. | REPORT TO STOCKHOLDERS |
(a) The Report to Shareholders is filed herewith


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Anant
Kumar |
Jane
Trust, CFA |
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Managing
Director |
President
and
Chief
Executive Officer |
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Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
Senior
Secured 1st Lien Debt — 101.2% | |||||
|
Bank
Loans — 95.7% | |||||
|
Aerospace
& Defense — 0.7% | |||||
|
TransDigm
Inc., Tranche M Term Loan (1
mo.
Term SOFR + 2.500%) |
6.216%
|
8/19/32
|
$1,330,000
|
$1,337,042
(a)(b)(c)
| |
|
Automobile
Components — 0.7% | |||||
|
Clarios
Global LP, 2024 Term Loan B (1
mo.
Term SOFR + 2.500%) |
6.216%
|
5/6/30
|
1,492,462
|
1,496,350
(a)(b)(c)
| |
|
Capital
Markets — 7.7% | |||||
|
Finco
I LLC, 2025 Replacement Term Loan
(1
mo. Term SOFR + 1.750%) |
5.422%
|
6/27/29
|
1,496,250
|
1,500,297
(a)(b)(c)
| |
|
Flow
Traders Holding LLC, Revolving Term
Loan
|
—
|
10/29/31
|
1,692,000
|
1,667,297
(d)(e)
| |
|
Flow
Traders Holding LLC, Term Loan (3
mo.
Term SOFR + 5.000%) |
8.843%
|
10/29/31
|
4,500,720
|
4,435,010
(a)(b)(c)(e)
| |
|
Nexus
Buyer LLC, Amendment No. 9
Refinancing
Term Loan (1 mo. Term SOFR
+
3.500%) |
7.216%
|
7/31/31
|
1,492,481
|
1,473,907
(a)(b)(c)
| |
|
Victory
Capital Holdings Inc., Tranche B-3
Term
Loan (3 mo. Term SOFR + 2.000%) |
5.672%
|
9/23/32
|
1,496,250
|
1,506,761
(a)(b)(c)
| |
|
Wharf
Street Ratings Acquisition LLC,
Delayed
Draw Term Loan |
—
|
9/16/32
|
492,000
|
487,277
(d)(e)
| |
|
Wharf
Street Ratings Acquisition LLC,
Revolving
Term Loan |
—
|
9/16/32
|
492,000
|
487,277
(d)(e)
| |
|
Wharf
Street Ratings Acquisition LLC,
Term
Loan (1 mo. Term SOFR + 4.750%) |
8.466%
|
9/16/32
|
4,430,000
|
4,387,472
(a)(b)(c)(e)
| |
|
| |||||
|
Capital
Markets |
15,945,298
| ||||
|
Chemicals
— 4.9% | |||||
|
Reagent
Chemical & Research Inc.,
Amendment
No. 1 Incremental Term Loan
(1
mo. Term SOFR + 5.250%) |
9.166%
|
4/30/31
|
10,103,000
|
10,103,000
(a)(b)(c)(e)
| |
|
Commercial
Services & Supplies — 2.3% | |||||
|
Groome
Purchaser LLC, Delayed Draw
Term
Loan A |
—
|
8/29/31
|
602,000
|
596,341
(d)(e)
| |
|
Groome
Purchaser LLC, Delayed Draw
Term
Loan B |
—
|
8/29/31
|
904,000
|
895,503
(d)(e)
| |
|
Groome
Purchaser LLC, Revolving Term
Loan
|
—
|
8/29/31
|
452,000
|
447,751
(d)(e)
| |
|
Groome
Purchaser LLC, Initial Term Loan
(6
mo. Term SOFR + 4.750%) |
8.480%
|
8/29/31
|
2,837,000
|
2,810,332
(a)(b)(c)(e)
| |
|
| |||||
|
Commercial
Services & Supplies |
4,749,927
| ||||
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Distributors
— 3.2% | |||||
|
Charter
Industries Holdings LLC, Delayed
Draw
Term Loan |
—
|
10/1/32
|
$608,000
|
$602,163
(d)(e)
| |
|
Charter
Industries Holdings LLC, Revolving
Term
Loan |
—
|
10/1/32
|
912,000
|
903,245
(d)(e)
| |
|
Charter
Industries Holdings LLC, Initial
Term
Loan (3 mo. Term SOFR + 4.750%) |
8.735%
|
10/1/32
|
5,169,000
|
5,119,378
(a)(b)(c)(e)
| |
|
| |||||
|
Distributors
|
6,624,786
| ||||
|
Diversified
Consumer Services — 2.4% | |||||
|
Wand
NewCo 3 Inc., Tranche B-2 Term
Loan
(1 mo. Term SOFR + 2.500%) |
6.216%
|
1/30/31
|
1,463,612
|
1,466,817
(a)(b)(c)
| |
|
WIN
Holdings III Corp., 2025 Term Loan (1
mo.
Term SOFR + 5.100%) |
8.850%
|
7/16/28
|
3,516,000
|
3,516,000
(a)(b)(c)(e)
| |
|
| |||||
|
Diversified
Consumer Services |
4,982,817
| ||||
|
Diversified
Telecommunication Services — 0.7% | |||||
|
Genesys
Cloud Services Holdings II LLC,
2025
Dollar Term Loan (1 mo. Term SOFR
+
2.500%) |
6.216%
|
1/30/32
|
1,496,231
|
1,495,064
(a)(b)(c)
| |
|
Financial
Services — 15.4% | |||||
|
Aprio
Advisory Group, LLC, Delayed Draw
Term
Loan |
—
|
8/1/31
|
10,536,000
|
10,430,641
(d)(e)
| |
|
Aprio
Advisory Group, LLC, Revolving
Credit
Facility |
—
|
8/1/31
|
855,000
|
846,450
(d)(e)
| |
|
Corporation
Service Co., Tranche B USD
Term
Loan (1 mo. Term SOFR + 2.000%) |
5.716%
|
11/2/29
|
1,375,291
|
1,377,299
(a)(b)(c)
| |
|
Jump
Financial LLC, Term Loan B (3 mo.
Term
SOFR + 3.500%) |
7.172%
|
2/26/32
|
1,995,000
|
1,975,050
(a)(b)(c)(e)
| |
|
Modern
Wealth Management, Delayed
Draw
Term Loan |
—
|
8/27/32
|
1,555,000
|
1,543,960
(d)(e)
| |
|
Modern
Wealth Management, Revolving
Term
Loan |
—
|
8/29/31
|
311,000
|
308,792
(d)(e)
| |
|
Modern
Wealth Management, Initial Term
Loan
(3 mo. Term SOFR + 4.500%) |
8.186%
|
8/27/32
|
2,643,000
|
2,624,235
(a)(b)(c)(e)
| |
|
Rialto
Management Group LLC, 2024
Revolving
Credit Term Loan |
—
|
12/5/30
|
751,000
|
751,000
(d)(e)
| |
|
Rialto
Management Group LLC,
Incremental
Term Loan (1 mo. Term SOFR
+
5.000%) |
8.716%
|
12/5/30
|
7,509,000
|
7,509,000
(a)(b)(c)(e)
| |
|
Wipfli
Advisory LLC, Delayed Draw Term
Loan
|
—
|
10/1/32
|
1,037,000
|
1,034,511
(d)(e)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Wipfli
Advisory LLC, Revolving Credit Term
Loan
|
—
|
10/1/32
|
$691,000
|
$687,683
(d)(e)
| |
|
Wipfli
Advisory LLC, Term Loan (3 mo.
Term
SOFR + 4.500%) |
8.485%
|
10/1/32
|
2,764,000
|
2,757,366
(a)(b)(c)(e)
| |
|
| |||||
|
Financial
Services |
31,845,987
| ||||
|
Ground
Transportation — 2.3% | |||||
|
ICAT
Intermediate Holdings LLC, 4th
Amendment
Delayed Draw Term Loan |
—
|
3/1/29
|
1,504,000
|
1,483,094
(d)(e)
| |
|
ICAT
Intermediate Holdings LLC, 4th
Amendment
Revolving Term Loan |
—
|
3/1/29
|
228,000
|
224,831
(d)(e)
| |
|
ICAT
Intermediate Holdings LLC, 4th
Amendment
Term Loan (1 mo. Term SOFR
+
6.250%) |
9.966%
|
3/1/29
|
2,997,488
|
2,955,822
(a)(b)(c)(e)
| |
|
| |||||
|
Ground
Transportation |
4,663,747
| ||||
|
Health
Care Providers & Services — 1.6% | |||||
|
Cotiviti
Inc., Initial Term Loan (1 mo. Term
SOFR
+ 2.750%) |
6.623%
|
5/1/31
|
1,991,181
|
1,918,174
(a)(b)(c)
| |
|
Zelis
Cost Management Buyer Inc.,
Amendment
No. 5 Term Loan (1 mo. Term
SOFR
+ 3.250%) |
6.966%
|
11/26/31
|
1,492,462
|
1,483,135
(a)(b)(c)
| |
|
| |||||
|
Health
Care Providers & Services |
3,401,309
| ||||
|
Hotels,
Restaurants & Leisure — 0.7% | |||||
|
Whatabrands
LLC, 2024-2 Refinancing
Term
Loan B (1 mo. Term SOFR +
2.500%)
|
6.216%
|
8/3/28
|
1,492,462
|
1,498,081
(a)(b)(c)
| |
|
Insurance
— 9.3% | |||||
|
Alliant
Holdings Intermediate LLC, 2025
Replacement
Term Loan (1 mo. Term
SOFR
+ 2.500%) |
6.216%
|
9/19/31
|
1,492,500
|
1,497,552
(a)(b)(c)
| |
|
Galway
Borrower LLC, Refinancing
Tranche
B Term Loan (3 mo. Term SOFR +
4.500%)
|
8.172%
|
9/29/28
|
1,078,302
|
1,078,302
(a)(b)(c)(e)
| |
|
Galway
Borrower LLC, 2nd Amendment
Delayed
Draw Term Loan (3 mo. Term
SOFR
+ 4.500%) |
8.172%
|
9/29/28
|
1,787,225
|
1,787,225
(a)(b)(c)(e)
| |
|
HIG
Operations Holdings Inc., Amendment
No.
6 Delayed Draw Term Loan B |
—
|
6/11/31
|
15,000,000
|
15,000,000
(d)(e)
| |
|
| |||||
|
Insurance
|
19,363,079
| ||||
|
Interactive
Media & Services — 2.4% | |||||
|
CMI
Marketing Inc., Term Loan B (1 mo.
Term
SOFR + 4.364%) |
8.081%
|
3/23/28
|
1,492,187
|
1,475,400
(a)(b)(c)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Neptune
Bidco US Inc., Term Loan A (3
mo.
Term SOFR + 4.850%) |
8.762%
|
10/11/28
|
$1,500,000
|
$1,483,725
(a)(b)(c)
| |
|
X
Corp., Term Loan B3 |
9.500%
|
10/26/29
|
2,000,000
|
1,996,780
(a)(b)
| |
|
| |||||
|
Interactive
Media & Services |
4,955,905
| ||||
|
Life
Sciences Tools & Services — 0.7% | |||||
|
Resonetics
LLC, 2025 Specified
Refinancing
Commitment Term Loan (3
mo.
Term SOFR + 2.750%) |
6.593%
|
6/18/31
|
1,492,500
|
1,497,351
(a)(b)(c)
| |
|
Machinery
— 0.7% | |||||
|
EMRLD
Borrower LP, 2nd Amendment
Incremental
Term Loan (6 mo. Term SOFR
+
2.250%) |
6.122%
|
8/4/31
|
1,492,500
|
1,497,298
(a)(b)(c)
| |
|
Oil,
Gas & Consumable Fuels — 3.4% | |||||
|
Palmdale
Oil Co. LLC, T-Rex Delayed Draw
Term
Loan |
—
|
12/12/31
|
929,000
|
929,000
(d)(e)
| |
|
Palmdale
Oil Co. LLC, Closing Date
Delayed
Draw Term Loan |
—
|
12/12/31
|
3,094,000
|
3,094,000
(d)(e)
| |
|
Palmdale
Oil Co. LLC, Initial Term Loan (3
mo.
Term SOFR + 4.703%) |
8.375%
|
12/12/31
|
3,094,000
|
3,078,840
(a)(b)(c)(e)
| |
|
| |||||
|
Oil,
Gas & Consumable Fuels |
7,101,840
| ||||
|
Passenger
Airlines — 0.7% | |||||
|
American
Airlines Inc., Repriced Term
Loan
(3 mo. Term SOFR + 2.250%) |
6.134%
|
4/20/28
|
1,496,241
|
1,501,664
(a)(b)(c)
| |
|
Personal
Care Products — 0.7% | |||||
|
CNT
Holdings I Corp., 2025 Replacement
Term
Loan (3 mo. Term SOFR + 2.250%) |
6.090%
|
11/8/32
|
1,492,481
|
1,497,690
(a)(b)(c)
| |
|
Professional
Services — 19.1% | |||||
|
Axiom
Global Inc., 7th Amendment Term
Loan
(3 mo. Term SOFR + 4.850%) |
8.751%
|
10/2/28
|
15,000,000
|
15,000,000
(a)(b)(c)(e)
| |
|
Bayou
Holdings Buyer Inc., Delayed Draw
Term
Loan |
—
|
9/18/31
|
705,000
|
699,994
(d)(e)
| |
|
Bayou
Holdings Buyer Inc., Revolving
Credit
Term Loan |
—
|
9/18/31
|
564,000
|
558,642
(d)(e)
| |
|
Bayou
Holdings Buyer Inc., Term Loan (3
mo.
Term SOFR + 4.750%) |
8.422%
|
9/18/31
|
3,657,832
|
3,640,275
(a)(b)(c)(e)
| |
|
Michael
Baker International LLC, Initial
Term
Loan (3 mo. Term SOFR + 4.500%) |
8.186%
|
12/1/28
|
16,500,000
|
16,005,000
(a)(b)(c)(e)
| |
|
Trinity
Air Consultants Holdings Corp.,
Delayed
Draw Term Loan |
—
|
6/29/28
|
602,000
|
602,000
(d)(e)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Trinity
Air Consultants Holdings Corp.,
Revolving
Term Loan |
—
|
6/29/29
|
$161,000
|
$161,000
(d)(e)
| |
|
Trinity
Air Consultants Holdings Corp.,
2025
Incremental Term Loan (3 mo. Term
SOFR
+ 4.600%) |
8.482%
|
6/29/28
|
2,809,000
|
2,809,000
(a)(b)(c)(e)
| |
|
| |||||
|
Professional
Services |
39,475,911
| ||||
|
Software
— 14.9% | |||||
|
Saab
Purchaser Inc., 1st Amendment
Delayed
Draw Term Loan |
—
|
11/12/31
|
2,971,000
|
2,942,479
(d)(e)
| |
|
Saab
Purchaser Inc., Revolving Term Loan |
—
|
11/12/31
|
396,000
|
392,198
(d)(e)
| |
|
Saab
Purchaser Inc., 1st Amendment Term
Loan
(3 mo. Term SOFR + 4.750%) |
8.422%
|
11/12/31
|
3,070,000
|
3,040,528
(a)(b)(c)(e)
| |
|
UKG
Inc., Term Loan B (3 mo. Term SOFR
+
2.500%) |
6.338%
|
2/10/31
|
1,496,250
|
1,499,549
(a)(b)(c)
| |
|
Vanco
Payment Solutions LLC, Revolving
Term
Loan |
—
|
12/1/31
|
492,000
|
487,129
(d)(e)
| |
|
Vanco
Payment Solutions LLC, 7th
Amendment
Term Loan (3 mo. Term SOFR
+
4.750%) |
8.422%
|
12/1/31
|
10,444,000
|
10,340,605
(a)(b)(c)(e)
| |
|
Varicent
Intermediate Holdings Corp.,
Amendment
No. 1 Delayed Draw Term
Loan
|
—
|
8/23/31
|
210,000
|
210,000
(d)(e)
| |
|
Varicent
Intermediate Holdings Corp.,
Amendent
No. 1 Revolving Term Loan |
—
|
8/23/31
|
99,000
|
99,000
(d)(e)
| |
|
Varicent
Intermediate Holdings Corp.,
Amendment
No. 1 Term Loan (3 mo. Term
SOFR
+ 5.750%) |
9.655%
|
8/23/31
|
852,000
|
852,000
(a)(b)(c)(e)
| |
|
Zendesk
Inc., 2024 Delayed Draw Term
Loan
|
—
|
11/22/28
|
1,310,018
|
1,310,018
(a)(b)(c)(e)
| |
|
Zendesk
Inc., 2025 Delayed Draw Term
Loan
|
—
|
11/22/28
|
687,576
|
687,576
(d)(e)
| |
|
Zendesk
Inc., 2024 Revolving Credit Term
Loan
|
—
|
11/22/28
|
825,188
|
825,188
(d)(e)
| |
|
Zendesk
Inc., 2024 Term Loan |
3.500%
|
11/22/28
|
8,144,768
|
8,144,768
(a)(b)(e)
| |
|
| |||||
|
Total
Software |
30,831,038
| ||||
|
Specialty
Retail — 0.5% | |||||
|
Harbor
Freight Tools USA Inc., Initial Term
Loan
|
—
|
6/11/31
|
997,475
|
989,286
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Transportation
Infrastructure — 0.7% | |||||
|
Brown
Group Holding LLC, Initial Term
Loan
(1 mo. Term SOFR + 2.500%) |
6.216%
|
7/1/31
|
$1,496,222
|
$1,505,408
(a)(b)(c)
| |
|
| |||||
|
Total
Bank Loans (Cost — $197,750,867) |
198,359,878
| ||||
|
Corporate
Bonds & Notes — 5.5% | |||||
|
Diversified
Telecommunication Services — 0.7% | |||||
|
VZ
Secured Financing BV, Senior Secured
Notes
|
7.500%
|
1/15/33
|
1,500,000
|
1,521,087
| |
|
Electric
Utilities — 0.7% | |||||
|
Pacific
Gas and Electric Co., First
Mortgage
Bonds |
5.900%
|
10/1/54
|
1,500,000
|
1,444,415
| |
|
Health
Care Providers & Services — 0.7% | |||||
|
Tenet
Healthcare Corp., Senior Secured
Notes
|
6.750%
|
5/15/31
|
1,500,000
|
1,561,573
| |
|
Industrial
Conglomerates — 0.7% | |||||
|
Icahn
Enterprises LP/Icahn Enterprises
Finance
Corp., Senior Secured Notes |
5.250%
|
5/15/27
|
1,500,000
|
1,480,508
| |
|
Media
— 0.7% | |||||
|
Charter
Communications Operating LLC/
Charter
Communications Operating Capital
Corp.,
Senior Secured Notes |
6.484%
|
10/23/45
|
1,500,000
|
1,412,068
| |
|
Passenger
Airlines — 1.0% | |||||
|
JetBlue
Airways Corp./JetBlue Loyalty LP,
Senior
Secured Notes |
9.875%
|
9/20/31
|
2,000,000
|
2,016,672
(f)
| |
|
Software
— 1.0% | |||||
|
WULF
Compute LLC, Senior Secured
Notes
|
7.750%
|
10/15/30
|
2,000,000
|
2,062,017
(f)
| |
|
| |||||
|
Total
Corporate Bonds & Notes (Cost — $11,491,477) |
11,498,340
| ||||
|
| |||||
|
Total
Senior Secured 1st Lien Debt (Cost — $209,242,344) |
209,858,218
| ||||
|
Senior
Secured 2nd Lien Debt — 8.8% | |||||
|
Bank
Loans — 8.1% | |||||
|
Financial
Services — 8.1% | |||||
|
Ascensus
Group Holdings Inc., Initial Term
Loan
(3 mo. Term SOFR + 5.250%) |
8.922%
|
11/25/33
|
16,755,000
|
16,672,900
(a)(b)(c)(e)
| |
|
| |||||
|
Corporate
Bonds & Notes — 0.7% | |||||
|
Independent
Power and Renewable Electricity Producers — 0.7% | |||||
|
VoltaGrid
LLC, Secured Notes |
7.375%
|
11/1/30
|
1,500,000
|
1,486,846
(f)
| |
|
| |||||
|
Total
Senior Secured 2nd Lien Debt (Cost — $18,152,529) |
18,159,746
| ||||
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Subordinated
Debt — 5.9% | |||||
|
Corporate
Bonds & Notes — 5.9% | |||||
|
Aerospace
& Defense — 0.7% | |||||
|
Boeing
Co., Senior Notes |
5.930%
|
5/1/60
|
$1,500,000
|
$1,472,810
| |
|
Ground
Transportation — 0.7% | |||||
|
Avis
Budget Car Rental LLC/Avis Budget
Finance
Inc., Senior Notes |
8.000%
|
2/15/31
|
1,500,000
|
1,542,656
(f)
| |
|
Health
Care Technology — 1.0% | |||||
|
AthenaHealth
Group Inc., Senior Notes |
6.500%
|
2/15/30
|
2,000,000
|
1,995,681
(f)
| |
|
IT
Services — 0.5% | |||||
|
CoreWeave
Inc., Senior Notes |
9.250%
|
6/1/30
|
1,000,000
|
930,808
(f)
| |
|
Mortgage
Real Estate Investment Trusts (REITs) — 1.0% | |||||
|
Rithm
Capital Corp., Senior Notes |
8.000%
|
7/15/30
|
2,000,000
|
2,047,166
(f)
| |
|
Oil,
Gas & Consumable Fuels — 1.4% | |||||
|
Devon
Energy Corp., Senior Notes |
5.750%
|
9/15/54
|
1,500,000
|
1,379,303
| |
|
Northern
Oil & Gas Inc., Senior Notes |
8.750%
|
6/15/31
|
1,500,000
|
1,516,267
(f)
| |
|
| |||||
|
Oil,
Gas & Consumable Fuels |
2,895,570
| ||||
|
Semiconductors
& Semiconductor Equipment — 0.6% | |||||
|
Advanced
Micro Devices Inc., Senior Notes |
4.393%
|
6/1/52
|
1,500,000
|
1,278,371
| |
|
| |||||
|
Total
Corporate Bonds & Notes (Cost — $12,043,434) |
12,163,062
| ||||
|
| |||||
|
Total
Subordinated Debt (Cost — $12,043,434) |
12,163,062
| ||||
|
Equity/Other
Investments — 4.4% | |||||
|
Corporate
Bonds & Notes — 3.2% | |||||
|
Financial
Services — 1.0% | |||||
|
Freedom
Mortgage Holdings LLC, Senior
Notes
|
6.875%
|
5/1/31
|
2,000,000
|
2,002,282
(f)
| |
|
Oil,
Gas & Consumable Fuels — 1.0% | |||||
|
Venture
Global Plaquemines LNG LLC,
Senior
Secured Notes |
6.125%
|
12/15/30
|
2,000,000
|
2,037,849
(f)
| |
|
Software
— 1.2% | |||||
|
Flash
Compute LLC, Senior Secured Notes |
7.250%
|
12/31/30
|
1,000,000
|
992,013
(f)
| |
|
X.AI
LLC/X.AI Co. Issuer Corp., Senior
Secured
Notes |
12.500%
|
6/30/30
|
1,500,000
|
1,600,435
| |
|
| |||||
|
Total
Software |
2,592,448
| ||||
|
Total
Corporate Bonds & Notes (Cost — $6,596,246) |
6,632,579
| ||||
|
Security
|
|
|
Acquisition
Date
|
Cost
|
Value
|
|
Equity
— 1.2% |
|
|
|
|
|
|
Financial
Services — 1.2% |
|
|
|
|
|
|
BSP
Equipment
Financing
LLC |
|
|
11/12/25
|
2,459,859
|
$2,459,859
(e)(g)(h)(i)
|
|
| |||||
|
Total
Equity (Cost — $2,459,859)
|
2,459,859
| ||||
|
| |||||
|
Total
Equity/Other Investments (Cost — $9,056,105)
|
9,092,438
| ||||
|
| |||||
|
Total Investments before Short-Term Investments
(Cost — $248,494,412)
|
249,273,464
| ||||
|
|
|
Rate
|
|
Shares
|
|
|
Short-Term
Investments — 9.4% | |||||
|
Money
Market Funds — 9.4% | |||||
|
Western
Asset Premier Institutional
Government
Reserves, Premium Shares
(Cost
— $19,509,436) |
3.739%
|
|
19,509,436
|
19,509,436
(i)(j)
| |
|
Total
Investments — 129.7% (Cost — $268,003,848) |
268,782,900
| ||||
|
Liabilities
in Excess of Other Assets — (29.7)% |
(61,529,750
) | ||||
|
Total
Net Assets — 100.0% |
$207,253,150
| ||||
|
| |||||
|
(a)
|
Interest
rates disclosed represent the effective rates on bank loans. Ranges in interest rates are attributable to
multiple
contracts under the same loan. |
|
(b)
|
Bank
loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval
from
the agent bank and/or borrower prior to the disposition of a bank loan. |
|
(c)
|
Variable
rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate
securities
are not based on a published reference rate and spread but are determined by the issuer or agent and
are
based on current market conditions. These securities do not indicate a reference rate and spread in their
description
above. |
|
(d)
|
All
or a portion of this loan is unfunded as of December 31, 2025. The interest rate for fully unfunded term loans is
to
be determined. At December 31, 2025, the total principal amount of unfunded commitments totaled
$49,636,554.
|
|
(e)
|
Security
is valued using significant unobservable inputs (Note
1). |
|
(f)
|
Security
is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in
transactions
that are exempt from registration, normally to qualified institutional buyers. This security has been
deemed
liquid pursuant to guidelines approved by the Board of Trustees. |
|
(g)
|
Investment
has no redemption provision, is issued in private placement transactions and are restricted to resale.
The
investment may have been purchased on various dates and for different amounts. The date of the first
purchase
is reflected under the acquisition date as shown in the Consolidated Schedule of Investments. Total fair
value
of restricted investment as of December 31, 2025 was $2,459,859, or 1.2% of net assets. |
|
(h)
|
Investment
has a total capital commitment of $6,177,000, of which $3,717,141 remained unfunded
at December 31, 2025.
|
|
(i)
|
In
this instance, as defined in the Investment Company Act of 1940, an “Affiliated
Company”
represents Fund
ownership
of at least 5% of the outstanding voting securities of an issuer, or a company which is under common
ownership
or control with the Fund. At December 31, 2025, the total market value of investments in Affiliated
Companies
was $21,969,295 and the cost was $21,969,295 (Note
4). |
|
(j)
|
Rate
shown is one-day yield as of the end of the reporting period.
|
|
Abbreviation(s)
used in this schedule: | ||
|
SOFR
|
—
|
Secured
Overnight Financing Rate |
|
Assets:
|
|
|
Investments
in unaffiliated securities, at value (Cost — $246,034,553) |
$246,813,605
|
|
Investments
in affiliated securities, at value (Cost — $21,969,295) |
21,969,295
|
|
Cash
|
434,390
|
|
Receivable
for securities sold
|
1,498,101
|
|
Interest
receivable |
1,288,105
|
|
Deferred
offering costs
|
369,676
|
|
Receivable
from investment manager |
113,060
|
|
Dividends
receivable from affiliated investments |
111,860
|
|
Total
Assets |
272,598,092
|
|
Liabilities:
|
|
|
Payable
for securities purchased |
63,756,444
|
|
Distributions
payable |
1,115,552
|
|
Payable
for organization costs |
67,780
|
|
Payable
for offering costs |
39,143
|
|
Trustees’
fees payable |
23,829
|
|
Accrued
expenses |
342,194
|
|
Total
Liabilities |
65,344,942
|
|
Total
Net Assets |
$207,253,150
|
|
Net
Assets: |
|
|
Paid-in
capital |
$206,435,643
|
|
Total
distributable earnings (loss)
|
817,507
|
|
Total
Net Assets |
$207,253,150
|
|
Shares
Outstanding: |
|
|
Class
R6 |
20,504,202
|
|
Net
Asset Value: |
|
|
Class
R6
|
$10.11
|
|
Investment
Income: |
|
|
Interest
|
$2,691,488
|
|
Dividends
from affiliated investments |
566,762
|
|
Total
Investment Income |
3,258,250
|
|
Expenses:
|
|
|
Organization
costs (Note
1) |
390,830
|
|
Investment
management fee (Note
2) |
349,522
|
|
Offering
costs (Note
1) |
249,278
|
|
Audit
and tax fees |
144,000
|
|
Legal
fees |
140,702
|
|
Transfer
agent fees |
53,980
|
|
Fund
accounting fees |
41,655
|
|
Trustees’
fees |
30,041
|
|
Shareholder
reports |
28,446
|
|
Custody
fees |
519
|
|
Miscellaneous
expenses |
82,137
|
|
Total
Expenses |
1,511,110
|
|
Less:
Fee waivers and/or expense reimbursements (Note
2) |
(1,403,957
) |
|
Net
Expenses |
107,153
|
|
Net
Investment Income |
3,151,097
|
|
Realized
and Unrealized Gain on Investments (Notes
1 and 3): | |
|
Net
Realized Gain From Unaffiliated Investment Transactions
|
1,190
|
|
Change
in Net Unrealized Appreciation (Depreciation) From Unaffiliated
Investments
|
779,052
|
|
Net
Gain on Investments
|
780,242
|
|
Increase
in Net Assets From Operations |
$3,931,339
|
|
For
the Years Ended December 31,†
|
2025
|
|
Operations:
|
|
|
Net
investment income
|
$3,151,097
|
|
Net
realized gain
|
1,190
|
|
Change
in net unrealized appreciation (depreciation)
|
779,052
|
|
Increase
in Net Assets From Operations |
3,931,339
|
|
Distributions
to Shareholders From (Note
1) :
|
|
|
Total
distributable earnings |
(3,128,189
) |
|
Decrease
in Net Assets From Distributions to Shareholders |
(3,128,189
) |
|
Capital
Share Transactions :
|
|
|
Net
proceeds from sale of shares (20,504,202 shares issued)
|
206,450,000
|
|
Increase
in Net Assets From Capital Share Transactions |
206,450,000
|
|
Increase
in Net Assets |
207,253,150
|
|
Net
Assets: |
|
|
Beginning
of period |
—
|
|
End
of period |
$207,253,150
|
|
†
|
For
the period August 7, 2025 (inception date) to December 31, 2025. |
|
Increase
(Decrease) in Cash: |
|
|
Cash
Flows from Operating Activities: |
|
|
Net
increase in net assets resulting from operations |
$3,931,339
|
|
Adjustments
to reconcile net increase in net assets resulting from operations to net cash
provided
(used) by operating activities: |
|
|
Purchases
of portfolio securities |
(252,689,947
) |
|
Sales
of portfolio securities |
4,246,892
|
|
Net
purchases, sales and maturities of short-term investments |
(19,509,436
) |
|
Net
amortization of premium (accretion of discount) |
(50,167
) |
|
Increase
in receivable for securities sold |
(1,498,101
) |
|
Increase
in interest receivable |
(1,288,105
) |
|
Increase
in dividends receivable from affiliated investments |
(111,860
) |
|
Increase
in receivable from investment manager |
(113,060
) |
|
Increase
in deferred offering costs |
(369,676
) |
|
Increase
in payable for offering costs |
39,143
|
|
Increase
in payable for organization costs |
67,780
|
|
Increase
in payable for securities purchased |
63,756,444
|
|
Increase
in Trustees’ fees payable |
23,829
|
|
Increase
in accrued expenses |
342,194
|
|
Net
realized gain on investments |
(1,190
) |
|
Change
in net unrealized appreciation (depreciation) of investments |
(779,052
) |
|
Net
Cash Used in Operating Activities |
(204,002,973
) |
|
Cash
Flows from Financing Activities: |
|
|
Distributions
paid on common stock (net of distributions payable) |
(2,012,637
) |
|
Proceeds
from sale of shares |
206,450,000
|
|
Net
Cash Provided by Financing Activities |
204,437,363
|
|
Net
Increase in Cash and Restricted Cash |
434,390
|
|
Cash
and restricted cash at beginning of period |
—
|
|
Cash
and restricted cash at end of period |
$434,390
|
|
|
December
31, 2025 |
|
Cash
|
$434,390
|
|
Restricted
cash |
—
|
|
Total
cash and restricted cash shown in the Consolidated Statement of Cash
Flows
|
$434,390
|
|
For
a share of each class of beneficial interest outstanding throughout each year ended December 31,
unless
otherwise noted: | |
|
Class
R6 Shares1
|
20252
|
|
Net
asset value, beginning of period |
$10.00
|
|
Income
from operations: | |
|
Net
investment income |
0.27
|
|
Net
realized and unrealized gain |
0.04
|
|
Total
income from operations |
0.31
|
|
Less
distributions from: |
|
|
Net
investment income |
(0.20
) |
|
Total
distributions |
(0.20
) |
|
Net
asset value, end of period |
$10.11
|
|
Total
return |
3.04
% |
|
Net
assets, end of period (millions) |
$207
|
|
Ratios
to average net assets: | |
|
Gross
expenses3
|
3.24
% |
|
Net
expenses3,4,5
|
0.23
|
|
Net
investment income3
|
6.76
|
|
Portfolio
turnover rate |
3
% |
|
1
|
Per
share amounts have been calculated using the average shares method. |
|
2
|
For
the period August 7, 2025 (inception date) to December 31, 2025. |
|
3
|
Annualized.
|
|
4
|
Pursuant
to the expense limitation agreement with the Fund, the Manager has agreed to waive fees and/or assume
expenses
of the Fund, if required, to ensure certain annual operating expenses do not exceed 0.25% per annum of
the
average monthly net assets. The Manager is permitted to recapture amounts forgone or reimbursed within
thirty-six
months after the month the Manager earned the fee or incurred the expense. The expense limitation
agreement
has a term ending one-year from the date the Fund commenced operations, and the Manager may
extend
the term for a period of one year on an annual basis. The Manager may not terminate the expense
limitation
agreement during its initial one-year term. Refer to Note 2 for additional information. In addition, the
Manager
has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee
payable
in connection with any investment in an affiliated money market fund. |
|
5
|
Reflects
fee waivers and/or expense reimbursements. |
|
ASSETS
| ||||
|
Description
|
Quoted
Prices
(Level
1) |
Other
Significant
Observable
Inputs
(Level
2) |
Significant
Unobservable
Inputs
(Level
3) |
Total
|
|
Long-Term
Investments†: |
|
|
|
|
|
Bank
Loans: |
|
|
|
|
|
Capital
Markets |
—
|
$4,480,966
|
$11,464,332
|
$15,945,298
|
|
Chemicals
|
—
|
—
|
10,103,000
|
10,103,000
|
|
Commercial
Services &
Supplies
|
—
|
—
|
4,749,927
|
4,749,927
|
|
Distributors
|
—
|
—
|
6,624,786
|
6,624,786
|
|
Diversified
Consumer Services |
—
|
1,466,817
|
3,516,000
|
4,982,817
|
|
Financial
Services |
—
|
1,377,299
|
47,141,588
|
48,518,887
|
|
Ground
Transportation |
—
|
—
|
4,663,747
|
4,663,747
|
|
Insurance
|
—
|
1,497,552
|
17,865,527
|
19,363,079
|
|
Oil,
Gas & Consumable Fuels |
—
|
—
|
7,101,840
|
7,101,840
|
|
Professional
Services |
—
|
—
|
39,475,911
|
39,475,911
|
|
Software
|
—
|
1,499,549
|
29,331,489
|
30,831,038
|
|
Other
|
—
|
22,672,448
|
—
|
22,672,448
|
|
Corporate
Bonds & Notes |
—
|
31,780,827
|
—
|
31,780,827
|
|
Equity
|
—
|
—
|
2,459,859
|
2,459,859
|
|
Total
Long-Term Investments |
—
|
64,775,458
|
184,498,006
|
249,273,464
|
|
Short-Term
Investments† |
$19,509,436
|
—
|
—
|
19,509,436
|
|
Total
Investments |
$19,509,436
|
$64,775,458
|
$184,498,006
|
$268,782,900
|
|
†
|
See
Consolidated Schedule of Investments for additional detailed categorizations. |
|
Investments
in
Securities
|
Balance
as of
August
07, 2025
(inception
date) |
Accrued
premiums/
discounts
|
Realized
gain
(loss)
|
Change
in
unrealized
appreciation
(depreciation)
|
Purchases
|
|
Bank
Loans: |
|
|
|
|
|
|
Capital
Markets |
—
|
$4,575
|
$165
|
$(2,553)
|
$11,473,425
|
|
Chemicals
|
—
|
5,071
|
—
|
146,474
|
9,951,455
|
|
Commercial
Services
&
Supplies |
—
|
1,993
|
—
|
(6,646)
|
4,754,580
|
|
Distributors
|
—
|
2,016
|
—
|
660
|
6,622,110
|
|
Diversified
Consumer
Services
|
—
|
3,421
|
—
|
31,739
|
3,480,840
|
|
Investments
in
Securities
|
Balance
as of
August
07, 2025
(inception
date) |
Accrued
premiums/
discounts
|
Realized
gain
(loss)
|
Change
in
unrealized
appreciation
(depreciation)
|
Purchases
|
|
Financial
Services |
—
|
$3,314
|
$12
|
$28,088
|
$47,115,174
|
|
Ground
Transportation
|
—
|
4,709
|
105
|
395
|
4,666,050
|
|
Insurance
|
—
|
149
|
(28)
|
26,616
|
17,846,451
|
|
Oil,
Gas &
Consumable
Fuels |
—
|
82
|
—
|
228
|
7,101,530
|
|
Professional
Services |
—
|
12,270
|
44
|
193,082
|
39,279,683
|
|
Software
|
—
|
4,246
|
—
|
175,546
|
29,151,697
|
|
Equity
|
—
|
—
|
—
|
—
|
2,459,859
|
|
Total
|
—
|
$41,846
|
$298
|
$593,629
|
$183,902,854
|
|
Investments
in
Securities
(cont’d) |
Sales
|
Transfers
into
Level
3 |
Transfers
out
of
Level
3 |
Balance
as
of
December
31,
2025
|
Net
change
in
unrealized
appreciation
(depreciation)
for
investments
in
securities
still
held at
December
31,
2025
|
|
Bank Loans:
|
|
|
|
|
|
|
Capital
Markets |
$(11,280)
|
—
|
—
|
$11,464,332
|
$(2,553)
|
|
Chemicals
|
—
|
—
|
—
|
10,103,000
|
146,474
|
|
Commercial
Services
&
Supplies |
—
|
—
|
—
|
4,749,927
|
(6,646)
|
|
Distributors
|
—
|
—
|
—
|
6,624,786
|
660
|
|
Diversified
Consumer
Services
|
—
|
—
|
—
|
3,516,000
|
31,739
|
|
Financial
Services |
(5,000)
|
—
|
—
|
47,141,588
|
28,088
|
|
Ground
Transportation
|
(7,512)
|
—
|
—
|
4,663,747
|
395
|
|
Insurance
|
(7,661)
|
—
|
—
|
17,865,527
|
26,616
|
|
Oil,
Gas &
Consumable
Fuels |
—
|
—
|
—
|
7,101,840
|
228
|
|
Professional
Services |
(9,168)
|
—
|
—
|
39,475,911
|
193,082
|
|
Software
|
—
|
—
|
—
|
29,331,489
|
175,546
|
|
Equity
|
—
|
—
|
—
|
2,459,859
|
—
|
|
Total
|
$(40,621)
|
—
|
—
|
$184,498,006
|
$593,629
|
|
|
Fair
Value
at
12/31/25
(000’s)*
|
Valuation
Technique(s)
|
Unobservable
Input(s)
|
Range/Weighted
Average
|
Impact
to Valuation
from
an Increase in
Input**
|
|
Senior
Secured 1st Lien Debt | |||||
|
Capital
Markets |
$5,362
|
Yield
Analysis |
Market
Yield |
8.410%-9.070%
|
Decrease
|
|
Chemicals
|
10,103
|
Yield
Analysis |
Market
Yield |
8.850%-9.900%
|
Decrease
|
|
Commercial
Services &
Supplies
|
4,750
|
Yield
Analysis |
Market
Yield |
8.290%-9.370%
|
Decrease
|
|
Diversified
Consumer
Services
|
3,516
|
Yield
Analysis |
Market
Yield |
9.100%-
10.100%
|
Decrease
|
|
Financial
Services |
5,228
|
Yield
Analysis |
Market
Yield |
8.130%-8.870%
|
Decrease
|
|
Ground
Transportation |
4,664
|
Yield
Analysis |
Market
Yield |
10.160%-
11.150%
|
Decrease
|
|
Insurance
|
17,866
|
Yield
Analysis |
Market
Yield |
8.150%-8.970%
|
Decrease
|
|
Professional
Services |
23,471
|
Yield
Analysis |
Market
Yield |
8.360%-9.600%
|
Decrease
|
|
Software
|
18,504
|
Yield
Analysis |
Market
Yield |
8.440%-
10.040%
|
Decrease
|
|
|
|
|
|
|
|
|
*
Senior secured 1st lien debt investments of $69,927,317, Senior secured 2nd lien debt investments of $16,672,900
and
Equity of $2,459,859 are fair valued at cost as of December 31, 2025, in accordance with procedures approved by
the
Board and are not included in the table above. | |||||
|
**
This column represents the directional change in the fair value of the Level 3 investments that would result in an
increase
from the corresponding unobservable input. A decrease to the unobservable input would have the opposite
effect.
Significant increases and decreases in these unobservable inputs in isolation could result in significantly higher
or
lower fair value measurements. | |||||
|
|
Total
Distributable
Earnings
(Loss) |
Paid-in
Capital
|
|
(a)
|
$14,357
|
$(14,357)
|
|
|
Class
R6 |
|
December
31, 2026 |
—
|
|
December
31, 2027 |
—
|
|
December
31, 2028 |
$53,980
|
|
Total
fee waivers/expense reimbursements subject to recapture |
$53,980
|
|
Purchases
|
$252,689,947
|
|
Sales
|
4,246,892
|
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
|
Securities
|
$268,003,848
|
$996,435
|
$(217,383)
|
$779,052
|
|
|
Affiliate
Value at
August 7, 2025 (inception
date) |
Purchased
|
Sold
| ||
|
Cost
|
Shares
|
Proceeds
|
Shares
| ||
|
BSP
Equipment
Financing
LLC |
—
|
$2,459,859
|
—
|
—
|
—
|
|
Western
Asset
Premier
Institutional
Government
Reserves,
Premium
Shares |
—
|
384,062,149
|
384,062,149
|
$364,552,713
|
364,552,713
|
|
|
$0
|
$386,522,008
|
|
$364,552,713
|
|
|
(cont’d)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease)
in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
December
31,
2025
|
|
BSP
Equipment
Financing
LLC |
—
|
—
|
—
|
$2,459,859
|
|
Western
Asset
Premier
Institutional
Government
Reserves,
Premium
Shares
|
—
|
$566,762
|
—
|
19,509,436
|
|
|
—
|
$566,762
|
—
|
$21,969,295
|
|
|
2025
|
|
Distributions
paid from: |
|
|
Ordinary
income |
$3,128,189
|
|
Undistributed
ordinary income — net |
$55,478
|
|
Other
book/tax temporary differences(a)
|
(17,023)
|
|
Unrealized
appreciation (depreciation) |
779,052
|
|
Total
distributable earnings (loss) — net |
$817,507
|
|
(a)
|
Other book/tax
temporary differences are attributable to the timing of the deductibility of various expenses. |
|
Independent
Trustees†
| |
|
Robert
D. Agdern | |
|
Year
of birth |
1950
|
|
Position(s)
held with Fund1
|
Trustee
and Member of Nominating, Audit, Compensation
and
Pricing and Valuation Committees, and Compliance
Liaison
|
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
Member
of the Advisory Committee of the Dispute
Resolution
Research Center at the Kellogg Graduate School
of
Business, Northwestern University (2002 to 2016);
formerly,
Deputy General Counsel responsible for western
hemisphere
matters for BP PLC (1999 to 2001); Associate
General
Counsel at Amoco Corporation responsible for
corporate,
chemical, and refining and marketing matters and
special
assignments (1993 to 1998) (Amoco merged with
British
Petroleum in 1998 forming BP PLC) |
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund) |
21
|
|
Other
board memberships held by Trustee during the past
five
years |
None
|
|
Carol
L. Colman | |
|
Year
of birth |
1946
|
|
Position(s)
held with Fund1
|
Trustee
and Member of Nominating, Audit and
Compensation
Committees, and Chair of Pricing and
Valuation
Committee |
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
President,
Colman Consulting Company (consulting) |
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund) |
21
|
|
Other
board memberships held by Trustee during the past
five
years |
None
|
|
Independent
Trustees† (cont’d)
| |
|
Anthony
Grillo | |
|
Year
of birth
|
1955
|
|
Position(s)
held with Fund1
|
Trustee
and Member of Nominating, Audit, Compensation
and
Pricing and Valuation Committees |
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years
|
Retired;
Founder, Managing Director and Partner of
American
Securities Opportunity Funds (private equity and
credit
firm) (2006 to 2018); formerly, Senior Managing
Director
of Evercore Partners Inc. (investment banking)
(2001
to 2004); Senior Managing Director of Joseph
Littlejohn
& Levy, Inc. (private equity firm) (1999 to 2001);
Senior
Managing Director of The Blackstone Group L.P.
(private
equity and credit firm) (1991 to 1999)
|
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund) |
21
|
|
Other
board memberships held by Trustee during the past
five
years |
Director
of Littelfuse, Inc. (electronics manufacturing) (since
1991);
formerly, Director of Oaktree Acquisition Corp. II
(2020
to 2022); Director of Oaktree Acquisition Corp. (2019
to
2021)
|
|
Eileen
A. Kamerick | |
|
Year
of birth |
1958
|
|
Position(s)
held with Fund1
|
Chair
(since November 15, 2024) and Member of
Nominating,
Compensation, Pricing and Valuation and Audit
Committees
|
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
Chief
Executive Officer, The Governance Partners, LLC
(consulting
firm) (since 2015); National Association of
Corporate
Directors Board Leadership Fellow (since 2016,
with
Directorship Certification since 2019) and NACD 2022
Directorship
100 honoree; Adjunct Professor, Georgetown
University
Law Center (since 2021); Adjunct Professor, The
University
of Chicago Law School (since 2018); Adjunct
Professor,
University of Iowa College of Law (since 2007);
formerly,
Chief Financial Officer, Press Ganey Associates
(health
care informatics company) (2012 to 2014);
Managing
Director and Chief Financial Officer, Houlihan
Lokey
(international investment bank) and President,
Houlihan
Lokey Foundation (2010 to 2012) |
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund) |
21
|
|
Other
board memberships held by Trustee during the past
five
years |
Director,
VALIC Company I (since October 2022); Director of
ACV
Auctions Inc. (since 2021); Director of Associated
Banc-Corp
(financial services company) (since 2007);
formerly,
Director of Hochschild Mining plc (precious metals
company)
(2016 to 2023); formerly Trustee of AIG Funds
and
Anchor Series Trust (2018 to 2021) |
|
Independent
Trustees† (cont’d)
| |
|
Nisha
Kumar | |
|
Year
of birth |
1970
|
|
Position(s)
held with Fund1
|
Trustee
and Member of Nominating, Compensation and
Pricing
and Valuation Committees, and Chair of Audit
Committee
|
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
Formerly,
Managing Director and the Chief Financial Officer
and
Chief Compliance Officer of Greenbriar Equity Group,
LP
(2011 to 2021); formerly, Chief Financial Officer and
Chief
Administrative Officer of Rent the Runway, Inc.
(2011);
Executive Vice President and Chief Financial Officer
of
AOL LLC, a subsidiary of Time Warner Inc. (2007
to
2009); Member of the Council on Foreign Relations |
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund) |
21
|
|
Other
board memberships held by Trustee during the past
five
years |
Director
of Stonepeak-Plus Infrastructure Fund LP
(since
2025); Director of Birkenstock Holding plc
(since
2023); Director of The India Fund, Inc. (since 2016);
formerly,
Director of Aberdeen Income Credit Strategies
Fund
(2017 to 2018); and Director of The Asia Tigers Fund,
Inc.
(2016 to 2018) |
|
Peter
Mason | |
|
Year
of birth
|
1959
|
|
Position(s)
held with Fund1
|
Trustee
and Member of Audit, Nominating and Pricing and
Valuation
Committees, and Chair of Compensation
Committee
|
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years
|
Arbitrator
and Mediator (self-employed) (since 2021);
formerly,
Global General Counsel of UNICEF
(intergovernmental
organization) (1998 to 2021) |
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund) |
21
|
|
Other
board memberships held by Trustee during the past
five
years |
Chairman
of University of Sydney USA Foundation
(since
2020); Director of the Radio Workshop US, Inc.
(since
2023)
|
|
Independent
Trustees† (cont’d)
| |
|
Hillary
A. Sale | |
|
Year
of birth
|
1961
|
|
Position(s)
held with Fund1
|
Trustee
and Member of Audit, Compensation and Pricing
and
Valuation Committees, and Chair of Nominating
Committee
|
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years
|
Agnes
Williams Sesquicentennial Professor of Leadership
and
Corporate Governance, Georgetown Law; and
Professor
of Management, McDonough School of Business
(since
2018); formerly, Associate Dean for Strategy,
Georgetown
Law (2020 to 2023); National Association of
Corporate
Directors Board Faculty Member (since 2021);
formerly,
a Member of the Board of Governors of FINRA
(2016
to 2022) |
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund) |
21
|
|
Other
board memberships held by Trustee during the past
five
years |
Director
of CBOE U.S. Securities Exchanges, CBOE
Futures
Exchange, and CBOE SEF, Director (since 2022);
Advisory
Board Member of Foundation Press (academic
book
publisher) (since 2019); Chair of DirectWomen Board
Institute
(since 2019); formerly, Member of DirectWomen
Board
(nonprofit) (2007 to 2022) |
|
Interested
Trustee and Officer
| |
|
Jane
Trust, CFA3
| |
|
Year
of birth |
1962
|
|
Position(s)
held with Fund1
|
Trustee,
President and Chief Executive Officer |
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
Senior
Vice President, Fund Board Management, Franklin
Templeton
(since 2020); Officer and/or Trustee/Director of
118
funds associated with FTFA or its affiliates (since 2015);
Trustee
of Putnam Family of Funds consisting of 105
portfolios;
President and Chief Executive Officer of FTFA
(since
2015); formerly, Senior Managing Director (2018
to
2020) and Managing Director (2016 to 2018) of Legg
Mason
& Co., LLC (“Legg Mason & Co.”); and Senior Vice
President
of FTFA (2015) |
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund) |
Trustee/Director
of Franklin Templeton funds consisting of
118
portfolios; Trustee of Putnam Family of Funds
consisting
of 105 portfolios |
|
Other
board memberships held by Trustee during the past
five
years
|
None
|
|
Additional
Officers
| |
|
Fred
Jensen |
|
|
Franklin
Templeton
One
Madison Avenue, 17th Floor, New York, NY 10010 |
|
|
Year
of birth |
1963
|
|
Position(s)
held with Fund1
|
Chief
Compliance Officer |
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
Director
- Global Compliance of Franklin Templeton
(since
2020); Managing Director of Legg Mason & Co.
(2006
to 2020); Director of Compliance, Legg Mason Office
of
the Chief Compliance Officer (2006 to 2020); formerly,
Chief
Compliance Officer of Legg Mason Global Asset
Allocation
(prior to 2014); Chief Compliance Officer of Legg
Mason
Private Portfolio Group (prior to 2013); formerly,
Chief
Compliance Officer of The Reserve Funds
(investment
adviser, funds and broker-dealer) (2004) and
Ambac
Financial Group (investment adviser, funds and
broker-dealer)
(2000 to 2003) |
|
Marc
A. De Oliveira |
|
|
Franklin
Templeton
100
First Stamford Place, 6th Floor, Stamford, CT 06902 |
|
|
Year
of birth |
1971
|
|
Position(s)
held with Fund1
|
Secretary
and Chief Legal Officer |
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
Associate
General Counsel of Franklin Templeton
(since
2020); Secretary and Chief Legal Officer
(since
2020) and Assistant Secretary of certain funds in the
Franklin
Templeton fund complex (since 2006); formerly,
Managing
Director (2016 to 2020) and Associate General
Counsel
of Legg Mason & Co. (2005 to 2020) |
|
Thomas
C. Mandia |
|
|
Franklin
Templeton
100
First Stamford Place, 6th Floor, Stamford, CT 06902 |
|
|
Year
of birth |
1962
|
|
Position(s)
held with Fund1
|
Senior
Vice President |
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
Senior
Associate General Counsel to Franklin Templeton
(since
2020); Senior Vice President (since 2020) and
Assistant
Secretary of certain funds in the Franklin
Templeton
fund complex (since 2006); Secretary of FTFA
(since
2006); Secretary of LMAS (since 2002) and LMFAM
(formerly
registered investment advisers) (since 2013);
formerly,
Managing Director and Deputy General Counsel of
Legg
Mason & Co. (2005 to 2020) |
|
Additional
Officers (cont’d)
| |
|
Christopher
Berarducci |
|
|
Franklin
Templeton
One
Madison Avenue, 17th Floor, New York, NY 10010 |
|
|
Year
of birth |
1974
|
|
Position(s)
held with Fund1
|
Treasurer
and Principal Financial Officer |
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
Vice
President, Fund Administration and Reporting, Franklin
Templeton
(since 2020); Treasurer (since 2010) and
Principal
Financial Officer (since 2019) of certain funds
associated
with Legg Mason & Co. or its affiliates; formerly,
Managing
Director (2020), Director (2015 to 2020), and Vice
President
(2011 to 2015) of Legg Mason & Co. |
|
Jeanne
M. Kelly |
|
|
Franklin
Templeton
One
Madison Avenue, 17th Floor, New York, NY 10010 |
|
|
Year
of birth |
1951
|
|
Position(s)
held with Fund1
|
Senior
Vice President |
|
Term
of office1
and year service began |
Since
2025 |
|
Principal
occupation(s) during the past five years |
U.S.
Fund Board Team Manager, Franklin Templeton
(since
2020); Senior Vice President of certain funds
associated
with Legg Mason & Co. or its affiliates
(since
2007); Senior Vice President of FTFA (since 2006);
President
and Chief Executive Officer of LMAS and LMFAM
(since
2015); formerly, Managing Director of Legg Mason &
Co.
(2005 to 2020); and Senior Vice President of LMFAM
(2013
to 2015) |
|
|
Pursuant
to: |
Amount
Reported |
|
Qualified
Net Interest Income (QII) |
§871(k)(1)(C)
|
$885,381
|
|
Section
163(j) Interest Earned |
§163(j)
|
$3,019,050
|
(b) Not applicable
| ITEM 2. | CODE OF ETHICS. |
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 19(a) (1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Directors of the Registrant has determined that Eileen A. Kamerick and Nisha Kumar, possesses the technical attributes identified in Item 3 to Form N-CSR to qualify as an “audit committee financial experts,” and has designated Eileen A. Kamerick and Nisha Kumar, as the Audit Committee’s financial experts. Eileen A. Kamerick and Nisha Kumar are an “independent” Trustees pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) Audit Fees. The aggregate fees billed in the fiscal year ending December 31, 2025 (the “Reporting Period”) 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 Period, were $99,900 in December 31, 2025.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in December 31, 2025.
(c) Tax Fees. The aggregate fees billed in the Reporting Period for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in December 31, 2025. 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, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to the Registrant’s investment manager and any entity controlling, controlled by, or under common control with the
investment manager that provides ongoing services to the Registrant (“Service Affiliates”) during the Reporting Periods that required pre-approval by the Audit Committee.
(d) All Other Fees. The aggregate fees billed in the Reporting Period for products and services provided by the Auditor to the Registrant, other than the services reported in paragraphs (a) through (c) of this item, were $12,000 in December 31, 2025.
There were no other non-audit services rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by the Registrant’s investment manager or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and the Covered Service Providers constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to the Registrant and the Service Affiliates during the reporting period $0 in December 31, 2025.
(h) Yes. 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. All services provided by the Auditor to the Registrant or to the Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Anthony Grillo
Eileen A. Kamerick
Nisha Kumar
Peter Mason
Hillary A. Sale
b) Not applicable
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 1 of this Form N-CSR. |
| (b) | Not applicable. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
| ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
BENEFIT STREET PARTNERS L.L.C. (“BSP”)
Proxy Voting Policies and Procedures
A. Introduction/General Principles
In accordance with the Firm’s fiduciary duty to vote proxies and consents and otherwise make determinations in the best interests of the Firm’s Clients, including but not limited to Rule 206(4)-6 under the Advisers Act, the overriding principle of the Firm’s proxy and/or other voting (and similar actions and determinations) is to maximize the financial interests of its Clients. For avoidance of doubt, these Proxy Voting and Other Voting or Consent/Action Policies and Procedures applies to any proxy and any other shareholder or beneficial owner vote, consent, action or similar determination, including a vote, consent or action with respect to a private company that does not involve a public proxy and certain consents or other actions relating to debt or other instruments, such as waivers of covenant breaches or amendments to governing documents (all of which are referred to herein as “Voting, Consent and/or Action Matters”).
It is the policy of the Firm in Voting, Consent and/or Action Matters to consider and vote or otherwise act with respect to each proposal with the objective of maximizing investment returns for Clients on a Client-by-Client basis. These guidelines address a broad range of issues, including, for example, board size and composition, executive compensation, anti-takeover proposals, capital structure proposals and social responsibility issues and are meant to be general voting, consent and action parameters on issues that arise most frequently. The Firm may, however, vote, consent and/or act in a manner that is contrary to the following general guidelines if it believes that it would be in Clients’ best interest to do so, and the Firm makes such determination on a Client-by-Client basis.
The Compliance Team has the responsibility to administer these Proxy Voting and Other Voting or Consent/ Action Policies and Procedures and to monitor Voting, Consent and/or Action Matters for any conflicts of interest, regardless of whether they are actual or perceived. For example, the Firm or its Supervised Persons may take positions outside of the Clients through one or more proprietary accounts or funds or personal accounts and, therefore, situations may arise where there would be a conflict between maximizing investment returns for one or more Clients and the Firm’s or a Supervised Person’s interests. In addition, Clients may invest in different layers of the capital structure of a portfolio company, issuer or borrower (for example, a certain Client (i) may own debt of a portfolio company, issuer or borrower while another Client may own equity in the same portfolio company, issuer or borrower, (ii) may own debt of a portfolio company, issuer or borrower while another Client may own a different tranche or other class or issue of debt of the same portfolio company, issuer or borrower, and/or (iii) may own equity of a portfolio company, issuer or borrower while another Client may own a different equity security of the same portfolio company, issuer or
borrower). Furthermore, a Client may participate in debt originated to finance the acquisition by other Clients of an equity or other interest in an issuer or borrower. To the extent a work out, reorganization or other major corporate event occurs with respect to any such portfolio company, issuer or borrower, conflicts may exist between or among the Clients invested in such portfolio company, issuer or borrower.
All Voting, Consent and/or Action Matters will require a mandatory conflicts of interest review by the Compliance Team in accordance with these Proxy Voting and Other Voting or Consent/Action Policies and Procedures, which will include consideration of whether (i) the Firm, (ii) any investment professional or other person within the Firm recommending how to vote, (iii) only one Client or multiple Clients of the Firm, and/or (iv) the Firm’s affiliates and their clients has an interest in the Voting, Consent and/or Action Matters that may present a conflict of interest. As noted above, in all such cases, maximizing investment returns for Clients on a Client-by-Client basis is paramount. As such, the Firm may cast different votes or consents or otherwise act in a different manner on behalf of different Clients with respect to the same portfolio company, issuer or borrower.
The Portfolio Manager responsible for any Voting, Consent and/or Action Matter will be responsible for notifying the Compliance Team in advance of any vote, consent and/or action in a timely manner and must receive advance approval from the Compliance Team before voting, consenting and/or acting with respect to any such Voting, Consent and/or Action Matter. If at any time any investment professional becomes aware of any potential or actual conflict of interest or perceived conflict of interest regarding any particular Voting, Consent and/or Action Matter, he or she should contact the Compliance Team. If any investment professional is pressured or lobbied either from within or outside of the Firm with respect to any particular Voting, Consent and/or Action Matters, he or she should contact the Compliance Team.
If the Compliance Team determines that an actual or perceived conflict of interest may exist, they shall notify the Chief Operating Officer who will review and evaluate the Voting, Consent and/or Action Matters proposal and the circumstances surrounding the conflict to determine the vote, consent or action, which will be in the best interest of the Clients, in each case on a Client-by-Client basis. In addition, where the Chief Operating Officer deems appropriate, the Firm may utilize (i) separate deal teams, separate outside counsel and other information barriers, internal screens and ethical walls to protect the interests of each Client and (ii) unaffiliated third parties (including without limitation advisory committees and/or independent directors) to help resolve conflicts and/or approve of the Voting, Consent and/or Action Matter. Subject to the organizational and offerings documents of any given Client, the Chief Operating Officer shall have the power to retain independent fiduciaries, consultants, or professionals to assist with Voting, Consent and/or Action Matters and/or to delegate voting, consent or action powers to such fiduciaries, consultants or professionals.
If the Compliance Team determines that an actual or perceived conflict of interest may exist between maximizing investment returns for one or more Clients and the Firm’s or a Supervised Person’s interests, the Firm or its Supervised Persons will vote, consent or act with respect to securities or other instruments held in a proprietary account or fund or in a personal account in the best interests of the Clients on a Client-by-Client basis or otherwise abstain from voting, consenting or acting in a manner that is contrary to the best interests of the Clients on a Client-by-Client basis with respect to such securities or other instruments.
In addition, the Firm will maintain all Voting, Consent and/or Action Matters records as described further below. The Firm’s Proxy Voting and Other Voting or Consent/Action Policies and Procedures will be reviewed and, as necessary, updated periodically by the Compliance Team to address new or revised voting, consent or action issues.
Please note that although the Voting, Consent and/or Action Matters process (particularly with respect to proxy voting) is well established in the U.S., Voting, Consent and/or Action Matters with respect to foreign companies may involve a number of logistical problems that have a detrimental effect on the Firm’s ability to vote, consent or act. The logistical problems include language barriers, untimely or inadequate notice of shareholder meetings, restrictions on a foreigner’s ability to exercise votes, and requirements to
vote, consent or act in person. Such Voting, Consent and/or Action Matters are handled on a best-efforts basis given the above logistical problems.
The Firm will make copies of these Proxy Voting and Other Voting or Consent/Action Policies and Procedures available upon request to Clients and, when the Client is a Fund, to the investors in that Fund.
Supervised Persons who receive a Voting, Consent and/or Action Matters proposal will consult with the Portfolio Manager responsible for the investment in the security or other instrument to which the Voting, Consent and/or Action Matters proposal relates or as otherwise directed by the Compliance Team. The Portfolio Manager is responsible for making sure the Voting, Consent and/or Action Matters is acted upon in a timely manner (including without limitation an affirmative decision to abstain from voting, consenting or acting).
Subject to potential exceptions applicable to Voting, Consent, and/or Action Matters involving the securities of ERISA Clients (which are governed by Section XXVIII (ERISA Matters)), the Portfolio Manager is not required to vote, consent or act with respect to a Voting, Consent and/or Action Matter if the cost of voting, consenting or acting due to special translation, delivery or other facts and circumstances would outweigh the benefit of voting, consenting or acting for one or more Clients. The Portfolio Manager is also not required to vote, consent or act with respect to a Voting, Consent and/or Action Matter if the Portfolio Manager believes the proposal is not adverse to the best interest of any Clients, or, if adverse, the outcome of the Voting, Consent and/ or Action Matter is not in doubt. Notwithstanding the foregoing, the decision not to exercise voting power over certain Voting, Consent, and/or Action Matters may be reportable on Form N-PX, as discussed in Section XXX (Regulatory Reporting Requirements).
Any questions with regard to voting, consenting or acting (or abstaining from voting, consenting or acting) with respect to Voting, Consent and/or Action Matters should be referred to the Compliance Team.
| B. | Guidelines |
The following represents a guideline for each of the principal policy issues:
| 1. | Routine Proposals |
Routine proposals include such issues as the approval of auditors, and election of directors. Generally, these proposals will be voted consistent with the recommendation of management. As a matter of policy, it is the Firm’s intention to hold corporate officers accountable for actions, either on the basis of specific actions taken as an individual, or as part of a committee, that conflict with the goal of maximizing shareholder value.
| 2. | Non-Routine Proposals |
Non-routine proposals include issues that could have a long-term impact on the way a corporation or other entity handles certain matters. Examples of these proposals include (a) restructuring efforts, (b) changes to the number of directors, (c) name changes, (d) mergers & acquisitions (or equivalent actions,) and (e) changes in the issuance of common or preferred stock, stock options plans, etc. Again, these proposals will be analyzed with a goal of maximizing shareholder value and the interests of the Firm’s Clients on a Client-by-Client basis.
| 3. | Corporate Governance Proposal |
This category includes poison pills, golden parachutes, cumulative voting, classified boards, limitations of officer and director liabilities, etc. Generally speaking, these are issues proposed by an entrenched management looking to maximize their own best interests at the expense of shareholders at large. As such, these proposals will usually generate negative responses from the Firm.
| 4. | Social Issues |
These proposals range from divestment from geographical or industrial representation to environmental or other matters, either internal or external. The Firm will consider voting, consenting or acting for issues that have redeeming social merit that neither compromises the company’s competitive position within an industry, nor adversely impacts the goal of maximizing shareholder value and the interests of the Firm’s Clients on a Client-by-Client basis.
| 5. | Other Proposals |
These proposals, excluding those referenced above, usually deal with subjects such as compensation, employee hiring, and corporate governance issues. These cannot be generalized other than to say that they reflect personal points of view, and typically fall into the category of micro-management, an area that the Firm tends to avoid. These proposals will be viewed in the light of voting, consenting or acting in a manner that the Firm believes maximizes shareholder/investor value and the interests of the Firm’s Clients on a Client-by-Client basis.
6. Conflicts and Split Voting
If a Portfolio Manager (or his or her designee) determines that a material conflict may exist between a Client’s interests and the Firm’s interest or between two or more Clients’ interests, the Portfolio Manager (or his or her designee) shall inform the Compliance Team of such material conflict. The Compliance Team shall determine the appropriate course of action in consultation with the Chief Operating Officer, as described above. In addition, where the Chief Operating Officer deems appropriate, separate deal teams, separate outside counsel and other information barriers, internal screens and ethical walls, as well as unaffiliated third parties (including without limitation advisory committees and/or independent directors) may be used to help resolve conflicts and make decisions to protect the interests of each Client. The Firm or its Supervised Persons will vote, consent or act with respect to securities or other instruments held in a proprietary account or fund or in a personal account in the best interests of the Clients on a Client-by-Client basis or otherwise abstain from voting, consenting or acting in a manner that is contrary to the best interests of the Clients on a Client-by-Client basis with respect to such securities or other instruments. In all such cases, maximizing investment returns for Clients on a Client-by-Client basis is paramount.
Situations may arise in which more than one Client invests in different parts of the capital structure of the same company. In those situations, two or more Clients may be invested in strategies having different investment objectives, investment styles, economic positions or portfolio managers. As a result, the Firm may cast different votes or consents or take other different actions on behalf of different Clients. In each case, the Firm will determine the vote, consent or action that the Firm believes is in the best interests of each Client, without regard to the interests of any other Client.
C. Conflict Management Procedures With Respect to Investments in Certain Real Estate Development Projects
As noted herein, in accordance with the Firm’s fiduciary duty pursuant to the Advisers Act and otherwise under law to invest, act, and otherwise make determinations in accordance with what the Firm believes to be in the best interests of each of the Firm’s Clients, the Firm has adopted and implements procedures to ensure that it serves the interests of each Client, on a Client-by-Client basis, at all times (i.e., the Firm will at all times act in a manner that it believes to be in the best interests of each Client without regard to the interests of any other Client, or any other affiliate of the Firm).
Also as noted in herein, situations may arise in which more than one Client (or other affiliate of the Firm) may invest in different parts or different layers of the capital structure of a portfolio company, issuer, borrower or other entity. For example, a Client (i) may own debt of a portfolio company, issuer, borrower or
other entity while another Client may own equity in the same portfolio company, issuer, borrower or other entity, (ii) may own debt of a portfolio company, issuer, borrower or other entity while another Client may own a different tranche or other class or issue of debt of the same portfolio company, issuer, borrower or other entity, and/or
(iii) may own equity of a portfolio company, issuer, borrower or other entity while another Client may own a different equity security of the same portfolio company, issuer, borrower or other entity. As a result, whether at the time of making such investment, or at the time that any vote, consent or other action is required with respect to such investment (such as, for example, at the time of a work-out, reorganization or other major corporate event with respect to any such portfolio company, issuer, borrower or other entity), conflicts may exist between or among the Clients (or other Firm affiliates) investing in or invested in such portfolio company, issuer, borrower or other entity.
Specifically and not in limitation of the procedures set forth elsewhere in this Manual, in order avoid potential conflicts between Clients or other Firm affiliates within the same issuer or borrower’s capital structure with regard to certain real estate project development transactions and related real estate project financings (collectively, the “Real Estate Development Projects”), whenever it is reasonably practical to do so in connection with the limited liability companies, limited partnerships, joint ventures, special purpose vehicles and/or other entities formed with respect to the investments made by the Firm on behalf of its Clients in such Real Estate Development Projects (such entities, the “Real Estate Development Project Investment Entities”), if more than one Client or other Firm affiliate has an interest in such Real Estate Development Project that may be in conflict with the interest of another Client or other Firm affiliate in such Real Estate Development Project, the Firm shall seek to have at least one of the Real Estate Development Project Investment Entities managed and controlled by an entity that is not in any manner affiliated with the Firm (an “Independent Party”) in order to ensure that, notwithstanding the economic interests in the Real Estate Development Project Investment Entity held by a Client or other Firm affiliate, the Independent Party manages and controls the Real Estate Development Project Investment Entity to ensure the separate management and control of the interests in the Real Estate Development Project held from time to time by Clients and/or other affiliates of the Firm.
In order to implement the foregoing, the Firm and/or its affiliates (1) whenever it is reasonably practical in connection with the formation and documentation of Real Estate Development Project Investment Entities, shall seek to have the limited partnership agreement, limited liability company operating agreement, joint venture agreement and/or other governance document of such Real Estate Development Project Investment Entity (the “Governance Documents”) provide that, if any other Client or other affiliate of the Firm has an interest in such Real Estate Development Project, (i) such Independent Party shall serve as the general partner, managing member, or other similar capacity of such Real Estate Development Project Investment Entity and such Independent Party shall exercise all management and control authority with respect thereto in accordance with such Governance Documents, and (ii) in the event that the Firm or any Client or other Firm affiliate has the right pursuant to such Governance Documents to remove such Independent Party as the general partner, managing member or other similar capacity from such role with respect to the Real Estate Development Project Investment Entity, the Firm, the Client or other Firm affiliate may only to so if, not later than thirty (30) days after such removal, the Firm, the Client or other Firm affiliate designates another Independent Party to serve in such capacity (and during such up to thirty (30) day period, the Firm, the Client and/or other Firm affiliate does not exercise any management or control rights with respect to the Real Estate Development Project Investment Entity that relate to the Real Estate Development Project if such exercise of such management or control rights is, or reasonably could be interpreted to be, either not in the best interests of the Real Estate Development Project Investment Entity with respect to the Real Estate Development Project or adverse to the interests in the Real Estate Development Project of any other Client or affiliate of the Firm) and/or (2) whenever the Firm or its affiliates do not include the foregoing conflict protections in the Governance Documents of such Real Estate Development Project Investment Entity, the Firm and its affiliates shall nonetheless, as a matter of internal policy and procedures, act in a manner in full compliance with the provisions set forth in clause (1) of this paragraph.
The paramount conceptual and implementation requirement of the foregoing compliance procedures are to ensure that, in situations where a conflict exists, or could reasonably be interpreted to exist, between Clients or other affiliates of the Firm with respect to Real Estate Development Projects, the Firm and its affiliates shall eliminate (or substantially mitigate) any such conflicts by having an Independent Party exercise all decision making authority with respect to the interests of one of the Clients or other affiliates of the Firm with respect to such Real Estate Development Project through the establishment of a Real Estate Development Project Investment Entity managed and controlled by such Independent Party. This will ensure that, both at the time of such investment and in the event that any decision or other action must be made or determined with respect to the interests in the Real Estate Development Project, the Firm and its affiliates are not placed in the position of having to manage competing and conflicting interests of its Clients or other affiliates, and the Firm may then act in the best interests of the Client or other affiliates for which the Firm has management and/or control rights with respect to the Real Estate Development Project while the Independent Party exercises separate and independent management and control rights with respect to the Real Estate Development Project through the Real Estate Development Project Investment Entity, including with respect to Real Estate Development Project Investment Entities in which another Client or other affiliate of the Firm may have an economic interest.
D. Recordkeeping
In accordance with the Firm’s Record Policies, the Firm must retain copies of (i) these Proxy Voting and Other Voting or Consent/Action Policies and Procedures and all amendments thereto; (ii) Voting, Consent and/or Action Matters proposals received regarding Client securities and instruments; (iii) records of votes, consents or actions taken on behalf of Clients; (iv) records of Client requests for Voting, Consent and/or Action Matters information and a copy of any written response by the Firm to any (written or oral) Client request for such information; (v) any documents prepared by the Firm that were material to making a decision on how to vote, consent or act; and (vi) records relating to Voting, Consent and/or Action Matters concerning situations with material conflicts of interest. The information should be retained by the relevant Portfolio Manager and copies sent to the Compliance Team
| ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
| NAME AND ADDRESS |
LENGTH OF TIME SERVED PAST 5 YEARS |
PRINCIPAL OCCUPATION(S) DURING | ||||
Anant Kumar Benefit Street Partners One Madison Avenue New York, NY, 10010 |
Since 2025 |
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Mr. Kumar is Head of Research and a managing director with BSP; Mr. Kumar has portfolio manager responsibilities for multiple strategies across the firm, including Private Credit, High Yield Bonds, and Leveraged Loans since joining BSP in 2015. | ||||
Blair Faulstich BSP One Madison Avenue New York, NY, 10010 |
Since 2025 |
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Mr. Faulstich is a senior managing director and head of US private debt since joining BSP in 2011. |
|
Saahil Mahajan BSP One Madison Avenue New York, NY, 10010 |
Since 2025 |
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Mr. Mahajan is a managing director with BSP. Prior to joining BSP in 2012, Mr. Mahajan was a principal at Oak Hill Advisors, where he had responsibility for the firm’s chemicals and financials investments. | ||||
King Jang BSP One Madison Avenue New York, NY, 10010 |
Since 2025 |
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Mr. Jang is a managing director with BSP where he focuses on private debt opportunities across a range of industries; Additionally, he serves on the board of Kahala Aviation, BSP’s aircraft leasing platform. Prior to joining BSP in 2012, Mr. Jang worked at Behrman Capital, where he worked on private equity investments in a variety of industries, including the healthcare, business services, industrial and aerospace/defense sectors.
| ||||
Franklin Leong BSP One Madison Avenue New York, NY, 10010 |
Since 2025 |
Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Mr. Leong is a managing director with BSP. Prior to joining BSP in 2016, Mr. Leong was head of credit at BDCA Adviser, LLC (“BDCA”), where he oversaw research, underwriting and turnaround investments.
|
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of December 31, 2025.
Other Accounts Managed by Investment Professionals
The table below identifies the number of accounts (other than the fund) for which the fund’s investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
| Portfolio Manager | Type of Account | Number
of Accounts Managed |
Total
Assets Managed ($ millions)‡ |
Number
of Accounts Managed for which an Advisory Fee is Charged |
Assets
Managed for which Advisory Fee is Performance- Based ($ millions) | ||||||||
| Blair D. Faulstich | Other Registered Investment Companies | 1 | $4,253 | 1 | $4,253 | ||||||||
| Other Pooled Vehicles | 35 | $10,299 | 24 | $6,205 | |||||||||
| Other Accounts | 0 | $0 | 0 | 0 | |||||||||
| King Jang | Other Registered Investment Companies | 1 | $4,253 | 1 | $4,253 | ||||||||
| Other Pooled Vehicles | 35 | $10,299 | 24 | $6,205 | |||||||||
| Other Accounts | 0 | 0 | 0 | 0 | |||||||||
| Anant Kumar | Other Registered Investment Companies | 3 | $826 | 1 | $121 | ||||||||
| Other Pooled Vehicles | 2 | $257 | 0 | 0 | |||||||||
| Other Accounts | 0 | $0 | 0 | 0 | |||||||||
| Franklin Leong | Other Registered Investment Companies | 1 | $4,253 | 1 | $4,253 | ||||||||
| Other Pooled Vehicles | 35 | $10,299 | 24 | $6,205 | |||||||||
| Other Accounts | 0 | $0 | 0 | 0 | |||||||||
| Saahil Mahajan | Other Registered Investment Companies | 2 | $4,429 | 2 | $4,374 | ||||||||
| Other Pooled Vehicles | 38 | $10,657 | 24 | $6,205 | |||||||||
| Other Accounts | 0 | 0 | 0 | 0 | |||||||||
(a)(3): Portfolio Manager Compensation (As of December 31, 2025):
Conflicts of Interest
Conflicts of Interest
Potential conflicts of interest may arise when the Fund’s portfolio managers also have day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for the Fund’s portfolio managers.
BSP has adopted compliance policies and procedures that are designed to address various conflicts of interest that may arise for BSP and the individuals that BSP employs. For example, BSP seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. BSP also adopted trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted by the sub-advisers will be able to detect and/or prevent every situation in which an actual or potential conflict may appear. These potential conflicts include:
Allocation of Limited Time and Attention. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
Allocation of Limited Investment Opportunities. If a portfolio manager identifies an investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a fund’s ability to take full advantage of the investment opportunity or may be allocated away from a fund entirely pursuant to a rotational allocation policy.
Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate
transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.
Selection of Broker/Dealers. In addition to executing trades, some broker/dealers provide brokerage and research services (as those terms are defined in Section 28(e) of the 1934 Act), which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to certain funds or accounts than to others.
Variation in Compensation. A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the funds and/or accounts that he or she manages. If the structure of the management fee (and the percentage paid to BSP) and/or the portfolio manager’s compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which he or she has an interest or in which the manager and/or its affiliates have interests. Similarly, the desire to maintain assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager in affording preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.
BSP may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. BSP also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Portfolio Manager Compensation
BSP’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The portfolio managers may receive, all or some combination of, salary, an annual bonus and interests in the carried interest in certain of BSP’s funds.
Base Compensation
Generally, when portfolio managers receive base compensation, it is based on their individual seniority and their position within the firm.
Discretionary Compensation
In addition to base compensation, portfolio managers may receive discretionary compensation.
Discretionary compensation may be based on individual seniority and contribution.
(a)(4): Portfolio Manager Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each investment professional as of December 31, 2025.
Portfolio Manager(s) |
Dollar
Range of | |
| Blair D. Faulstich | A | |
| King Jang | A | |
| Anant Kumar | A | |
| Franklin Leong | A | |
| Saahil Mahajan | A |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
| ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
| ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
| ITEM 16. | CONTROLS AND PROCEDURES. |
| (a) | The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected or are likely to materially affect the Registrant’s internal control over financial reporting. |
| ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| ITEM 19. | EXHIBITS. |
(a) (1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(a) (3) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
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, there unto duly authorized.
Franklin BSP Lending Fund
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer |
| Date: | March 04, 2026 |
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/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer |
| Date: | March 04, 2026 |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer |
| Date: | March 04, 2026 |