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Share Name | Share Symbol | Market | Type |
---|---|---|---|
First Eagle Senior Loan Fund | NYSE:FSLF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.78 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22874
FIRST EAGLE SENIOR LOAN FUND
(Exact name of registrant as specified in charter)
227 West Monroe Street, Suite 3200
Chicago, IL 60606
(Address of principal executive offices) (Zip code)
Sabrina Rusnak-Carlson
500 Boylston Street, Suite 1250
Boston, MA 02116
(Name and address of agent for service)
Copies of Communications to:
Nicole M. Runyan
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
Registrant's telephone number, including area code: (312) 702-8199
Date of fiscal year end: December 31
Date of reporting period: December 31, 2020
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
(a) | The Report to Shareholders is attached herewith. |
Contents
|
| | | | | | |
| | | | 1 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 16 | | | |
| | | | 17 | | | |
| | | | 18 | | | |
| | | | 19 | | | |
| | | | 20 | | | |
| | | | 21 | | | |
| | | | 32 | | | |
| | | | 45 | | | |
| | | | 48 | | | |
| | | | 49 | | | |
| | | | 50 | | |
| First Lien Secured Loans | | | | | 91.44% | | |
| Second Lien Secured Loans | | | | | 1.92% | | |
| Fixed Rate Bonds | | | | | 0.19% | | |
| Equity/Warrants | | | | | 0.15% | | |
| Short Term Investments | | | | | 6.30% | | |
| BBB | | | | | 0.56% | | |
| BB | | | | | 5.54% | | |
| B | | | | | 81.31% | | |
| CCC & Below | | | | | 11.17% | | |
| NR | | | | | 1.42% | | |
| Weighted Average Loan Spread | | | | | 4.30% | | |
| Weighted Average Days to Reset | | | | | 46 | | |
| Weighted Average Coupon Rate | | | | | 4.88% | | |
| Weighted Average Duration (Years) | | | | | 0.13 | | |
| Weighted Average Maturity (Years) | | | | | 4.74 | | |
| Number of Positions | | | | | 163 | | |
| | |
1
Year |
| |
3
Year(5) |
| |
5
Year(5) |
| |
Since
Inception(5)(6) |
| ||||||||||||
First Eagle Senior Loan Fund
|
| ||||||||||||||||||||||||
NAV(7) | | | | | (1.25)% | | | | | | 1.23% | | | | | | 4.84% | | | | | | 4.14% | | |
Market Price | | | | | (0.21)% | | | | | | 1.38% | | | | | | 5.10% | | | | | | 2.63% | | |
CS Leveraged Loan Index(8)
|
| | | | 2.78% | | | | | | 3.99% | | | | | | 5.19% | | | | | | 4.00% | | |
|
United Natural Foods,
Term Loan B – First Lien |
| | | | 2.40% | | |
|
Red Ventures LLC,
Term Loan B-2 – First Lien |
| | | | 1.75% | | |
|
Alvogen Pharma US, Inc.,
January 2020 Loan – First Lien |
| | | | 1.58% | | |
|
Air Methods Corp.,
Term Loan B – First Lien |
| | | | 1.44% | | |
|
Terrier Media Buyer, Inc. (Cox Media Group),
Term Loan B – First Lien |
| | | | 1.41% | | |
|
Abe Investment Holdings, Inc. (Getty Images, Inc.),
Term Loan B – First Lien |
| | | | 1.38% | | |
|
Kenan Advantage Group, Inc.,
Initial U.S. Term Loan – First Lien |
| | | | 1.21% | | |
|
AppLovin Corp.,
Term Loan B – First Lien |
| | | | 1.21% | | |
|
Zaxby’s Operating Company L.P. (aka Craveability Finance Sub LLC),
Term Loan B – First Lien |
| | | | 1.20% | | |
|
WP CityMD Bidco LLC (CityMD),
Term Loan B – First Lien |
| | | | 1.19% | | |
| High Tech Industries | | | | | 18.97% | | |
| Services: Business | | | | | 16.07% | | |
| Healthcare & Pharmaceuticals | | | | | 6.94% | | |
| Services: Consumer | | | | | 6.10% | | |
| Hotel, Gaming & Leisure | | | | | 5.79% | | |
First Eagle Senior Loan Fund
Schedule of Investments† |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) – 135.5% (93.4% of Total Investments) | | | | ||||||||||
Aerospace & Defense – 1.6% | | | | ||||||||||
Advanced Integration Technology LP, Term B-1 Loan – First Lien, 5.750% (1-Month USD LIBOR + 4.750%, 1.000% Floor), 04/03/23(b)
|
| | | $ | 1,436,531 | | | | | $ | 1,206,686 | | |
New Constellis Borrower LLC, Term B Loan – First Lien, 8.500%
(1-Month USD LIBOR + 7.500%, 1.000% Floor), 03/27/24(b) |
| | | | 381,664 | | | | | | 370,849 | | |
New Constellis Borrower LLC, PIK – Second Lien, 12.000% (1-Month USD
LIBOR + 11.00%, 1.000% Floor), 03/27/25 |
| | | | 324,799 | | | | | | 234,398 | | |
Total Aerospace & Defense
|
| | | | | | | | | | 1,811,933 | | |
Automotive – 3.7% | | | | ||||||||||
Douglas Dynamics LLC, Term Loan B – First Lien, 4.750% (1-Month USD LIBOR + 3.750%, 1.000% Floor), 06/08/26(b)
|
| | | | 401,187 | | | | | | 405,199 | | |
Jason Incorporated, Term Loan – First Lien, 7.000% (3-Month USD LIBOR
+ 2.000% Cash + 4.000% PIK, 1.000% Floor), 08/28/25(b) |
| | | | 314,334 | | | | | | 306,476 | | |
Jason Incorporated, Term Loan – Second Lien, 11.000% (3-Month USD LIBOR + 1.000% Cash + 9.000% PIK, 1.000% Floor), 02/28/26(b)
|
| | | | 206,921 | | | | | | 194,505 | | |
Navistar, Inc., Tranche B Term Loan – First Lien, 3.660% (1-Month USD LIBOR + 3.500%, 0.150% Floor), 11/06/24
|
| | | | 1,945,000 | | | | | | 1,946,702 | | |
Panther BF Aggregator 2 LP (Power Solutions), Term Loan B – First Lien, 3.650% (1-Month USD LIBOR + 3.500%), 04/30/26
|
| | | | 1,383,126 | | | | | | 1,381,107 | | |
Total Automotive
|
| | | | | | | | | | 4,233,989 | | |
Banking, Finance, Insurance & Real Estate – 6.6% | | | | ||||||||||
Alliant Holdings Intermediate LLC (Alliant Holdings I LLC), 2020 New
Term Loan – First Lien, 4.250% (1-Month USD LIBOR + 3.750%, 0.500% Floor), 11/05/27 |
| | | | 488,398 | | | | | | 489,621 | | |
Aretec Group, Inc. (Cetera Financial Group), Term Loan – First Lien, 4.400% (1-Month USD LIBOR + 4.250%), 10/01/25
|
| | | | 1,129,592 | | | | | | 1,108,412 | | |
AssuredPartners, Inc., 2020 February Refinancing Term Loan – First Lien, 3.650% (1-Month USD LIBOR + 3.500%), 02/12/27
|
| | | | 1,131,773 | | | | | | 1,117,004 | | |
Avison Young Canada, Inc., Term Loan – First Lien, 5.230%
(3-Month USD LIBOR + 5.000%), 02/01/26 |
| | | | 1,640,957 | | | | | | 1,560,279 | | |
Hub International Ltd., 2019 Term Loan B – First Lien, 5.000%
(3-Month USD LIBOR + 4.000%, 1.000% Floor), 04/25/25 |
| | | | 1,361,250 | | | | | | 1,367,274 | | |
Kestra Advisor Services Holdings A, Inc. (Kestra Financial),Term Loan – First Lien, 4.400% (1-Month USD LIBOR + 4.250%), 06/03/26
|
| | | | 814,688 | | | | | | 801,791 | | |
Ryan Specialty Group, LLC, Initial Term Loan – First Lien, 4.000%
(1-Month USD LIBOR + 3.250%, 0.750% Floor), 09/01/27 |
| | | | 774,060 | | | | | | 774,060 | | |
Sedgwick Claims Management Services, Inc., Term Loan B – First Lien, 3.400% (1-Month USD LIBOR + 3.250%), 12/31/25
|
| | | | 453,250 | | | | | | 446,925 | | |
Total Banking, Finance, Insurance & Real Estate
|
| | | | | | | | | | 7,665,366 | | |
Beverage, Food & Tobacco – 0.5% | | | | ||||||||||
Arterra Wines Canada, Inc. (Constellation Brands), Term Loan – First Lien,
4.250% (1-Month USD LIBOR + 3.500%, 0.750% Floor), 11/24/27 |
| | | | 579,742 | | | | | | 583,548 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) (continued) | | | | ||||||||||
Capital Equipment – 1.8% | | | | ||||||||||
Granite Holdings US Acquisition Co. (Howden), Term Loan B – First Lien, 5.500% (3-Month USD LIBOR + 5.250%), 09/30/26(b)
|
| | | $ | 272,372 | | | | | $ | 273,053 | | |
MI Windows and Doors, LLC, Term Loan B – First Lien (LIBOR + 3.750%,
0.750% Floor), 12/14/27(c) |
| | | | 396,000 | | | | | | 397,485 | | |
NN, Inc., New 2017 Incremental Term Loan – First Lien, 5.900%
(1-Month USD LIBOR + 5.750%), 10/19/22 |
| | | | 733,549 | | | | | | 731,715 | | |
NN, Inc., Tranche B Term Loan – First Lien, 6.500% (1-Month USD LIBOR
+ 5.750%, 0.750% Floor), 10/19/22 |
| | | | 727,269 | | | | | | 725,451 | | |
Total Capital Equipment
|
| | | | | | | | | | 2,127,704 | | |
Chemicals, Plastics & Rubber – 1.2% | | | | ||||||||||
Polar US Borrower (SI Group, Inc.), Term Loan – First Lien, 5.000% (3-Month USD LIBOR + 4.750%), 10/15/25
|
| | | | 1,465,051 | | | | | | 1,444,906 | | |
Construction & Building – 1.7% | | | | ||||||||||
Amentum Government Services Holdings LLC (AECOM Technology Corp.),
Term Loan – First Lien, 5.500% (3-Month USD LIBOR + 4.750%, 0.750% Floor), 01/29/27 |
| | | | 750,000 | | | | | | 757,500 | | |
Brookfield WEC Holdings, Inc. (Westinghouse), Refinancing Term Loan – First Lien, 3.750% (1-Month USD LIBOR + 3.000%, 0.750% Floor), 08/01/25
|
| | | | 590,920 | | | | | | 590,287 | | |
Yak Access LLC (Yak Mat), Term Loan B – First Lien, 5.250%
(3-Month USD LIBOR + 5.000%), 07/11/25 |
| | | | 692,564 | | | | | | 614,651 | | |
Total Construction & Building
|
| | | | | | | | | | 1,962,438 | | |
Consumer Goods: Durable – 0.1% | | | | ||||||||||
Serta Simmons Bedding, LLC, Super Priority Term Loan – First Lien, 8.500% (1-Month USD LIBOR + 7.500%, 1.000% Floor), 08/10/23
|
| | | | 78,195 | | | | | | 79,303 | | |
Consumer Goods: Non-Durable – 5.1% | | | | ||||||||||
ABG Intermediate Holdings 2 LLC, Term Loan 2017 – First Lien, 4.500% (3-Month USD LIBOR + 3.500%, 1.000% Floor), 09/27/24
|
| | | | 1,960,671 | | | | | | 1,949,642 | | |
Alphabet Holding Co., Inc. (Nature’s Bounty), Initial Term Loan – First Lien, 3.650% (1-Month USD LIBOR + 3.500%), 09/26/24
|
| | | | 1,218,763 | | | | | | 1,210,042 | | |
International Textile Group, Inc., Term Loan – First Lien, 5.370%
(3-Month USD LIBOR + 5.000%), 05/01/24 |
| | | | 472,020 | | | | | | 428,753 | | |
Olaplex, Inc., Term Loan – First Lien (LIBOR + 6.500%, 1.000% Floor), 01/08/26(b)(c)
|
| | | | 1,000,000 | | | | | | 1,000,000 | | |
Outerstuff LLC, Closing Date Loan – First Lien, 6.000% (3-Month USD LIBOR + 5.000%, 1.000% Floor), 12/29/23
|
| | | | 437,003 | | | | | | 266,572 | | |
Pure Fishing, Inc. (SP PF Buyer), Term Loan – First Lien, 4.650%
(1-Month USD LIBOR + 4.500%), 12/21/25(c) |
| | | | 1,001,368 | | | | | | 969,179 | | |
Renfro Corp., Term Loan – First Lien, 10.000% (1-Month USD LIBOR + 9.000%, 1.000% Floor), 02/12/21(b)
|
| | | | 52,596 | | | | | | 49,704 | | |
Total Consumer Goods: Non-Durable
|
| | | | | | | | | | 5,873,892 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) (continued) | | | | ||||||||||
Containers, Packaging & Glass – 2.8% | | | | ||||||||||
Canister International Group, Inc., Term Loan B – First Lien, 4.900% (1-Month USD LIBOR + 4.750%), 12/21/26
|
| | | $ | 938,442 | | | | | $ | 935,509 | | |
Fortress Merger Sub, Inc. (Fort Dearborn), Initial Term Loan – First Lien, 5.000% (3-Month USD LIBOR + 4.000%, 1.000% Floor), 10/19/23
|
| | | | 399,235 | | | | | | 398,612 | | |
Fortress Merger Sub, Inc. (Fort Dearborn), Initial Term Loan – Second Lien,
9.500% (3-Month USD LIBOR + 8.500%, 1.000% Floor), 10/21/24 |
| | | | 1,140,000 | | | | | | 1,132,875 | | |
Reynolds Group Holdings, Inc., Term Loan – First Lien, 3.400%
(1-Month USD LIBOR + 3.250%), 02/5/26 |
| | | | 765,000 | | | | | | 760,601 | | |
Total Containers, Packaging & Glass
|
| | | | | | | | | | 3,227,597 | | |
Energy: Electricity – 0.9% | | | | ||||||||||
Granite Acquisition, Inc. (Wheelabrator), Term Loan B – First Lien, 4.750%
(3-Month USD LIBOR + 3.750%, 1.000% Floor), 09/19/22 |
| | | | 1,027,399 | | | | | | 1,032,212 | | |
Energy: Oil & Gas – 2.1% | | | | ||||||||||
HGIM Corp. (Harvey Gulf), Term Loan (Exit) – First Lien, 7.000%
(3-Month USD LIBOR + 6.000%, 1.000% Floor), 07/03/23(d) |
| | | | 2,510,674 | | | | | | 1,251,157 | | |
PSS Industrial Group (Pipeline Supply & Service), Term Loan – First Lien, 7.500% (3-Month USD LIBOR + 6.000%, 1.500% Floor), 04/10/25
|
| | | | 411,857 | | | | | | 292,418 | | |
W3 Topco LLC (Total Safety), Term Loan B – First Lien, 7.000%
(3-Month USD LIBOR + 6.000%, 1.000% Floor), 08/16/25 |
| | | | 937,500 | | | | | | 906,563 | | |
Total Energy: Oil & Gas
|
| | | | | | | | | | 2,450,138 | | |
Environmental Industries – 1.4% | | | | ||||||||||
EnergySolutions (Energy Capital Partners), Term Loan B – First Lien, 4.750% (3-Month USD LIBOR + 3.750%, 1.000% Floor), 05/09/25
|
| | | | 1,656,429 | | | | | | 1,635,028 | | |
Healthcare & Pharmaceuticals – 10.1% | | | | ||||||||||
Alvogen Pharma US, Inc., January 2020 Loan – First Lien, 6.250%
(3-Month USD LIBOR + 5.250%, 1.000% Floor), 12/31/23(b) |
| | | | 2,751,957 | | | | | | 2,646,460 | | |
Cano Health, LLC, Term Loan – First Lien, 6.000% (3-Month USD LIBOR
+ 5.250%, 0.750% Floor), 11/19/27(b) |
| | | | 581,374 | | | | | | 581,374 | | |
Carestream Health, Inc. (Onex), 2023 Extended Term Loan – First Lien, 7.750% (3-Month USD LIBOR + 6.750%, 1.000% Floor), 05/08/23
|
| | | | 1,862,822 | | | | | | 1,837,208 | | |
Civitas Solutions, Inc. (National Mentor Holding), Term Loan – First Lien, 4.400% (1-Month USD LIBOR + 4.250%), 03/09/26
|
| | | | 940,333 | | | | | | 940,728 | | |
Civitas Solutions, Inc. (National Mentor Holding), Term Loan C – First Lien, 4.510% (3-Month USD LIBOR + 4.250%), 03/09/26
|
| | | | 43,032 | | | | | | 43,051 | | |
EyeCare Partners, LLC, Initial Delayed Draw Term Loan – First Lien, 3.900% (1-Month USD LIBOR + 3.750%), 02/18/27(c)
|
| | | | 270,790 | | | | | | 264,631 | | |
EyeCare Partners, LLC, Initial Term Loan – First Lien, 3.900%
(1-Month USD LIBOR + 3.750%), 02/18/27(c) |
| | | | 1,151,823 | | | | | | 1,125,625 | | |
LifeScan Global Corp., Term Loan – First Lien, 6.230% (3-Month USD LIBOR + 6.000%), 10/01/24
|
| | | | 1,170,281 | | | | | | 1,117,987 | | |
Midwest Physician Administrative Services LLC (Dupage Medical Group), Initial Term Loan – Second Lien, 7.750% (1-Month USD LIBOR + 7.000%, 0.750% Floor), 08/15/25
|
| | | | 734,282 | | | | | | 719,596 | | |
National Seating & Mobility, Inc., Term Loan – First Lien, 5.400%
(1-Month USD LIBOR + 5.250%), 11/16/26(b) |
| | | | 686,813 | | | | | | 679,945 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) (continued) | | | | ||||||||||
Healthcare & Pharmaceuticals – 10.1% (continued) | | | | ||||||||||
RegionalCare Hospital Partners Holdings, Inc. (Lifepoint Health), Term Loan B – First Lien, 3.900% (1-Month USD LIBOR + 3.750%), 11/16/25
|
| | | $ | 1,678,861 | | | | | $ | 1,677,711 | | |
Total Healthcare & Pharmaceuticals
|
| | | | | | | | | | 11,634,316 | | |
High Tech Industries – 27.5% | | | | ||||||||||
Advanced Computer Software (Air Newco LLC / Aston FInCo S.a.r.l.), Term Loan B – First Lien, 4.390% (1-Month USD LIBOR + 4.250%), 10/09/26(b)
|
| | | | 992,500 | | | | | | 982,883 | | |
Ahead DB Holdings, LLC, Initial Term Loan – First Lien, 6.000%
(3-Month USD LIBOR + 5.000%, 1.000% Floor), 10/18/27 |
| | | | 360,000 | | | | | | 355,050 | | |
AppLovin Corp., Term Loan B – First Lien, 3.650% (1-Month USD LIBOR
+ 3.500%), 08/15/25 |
| | | | 2,024,320 | | | | | | 2,022,296 | | |
Aptean, Inc., Term Loan – First Lien, 4.400% (1-Month USD LIBOR + 4.250%), 04/23/26
|
| | | | 1,753,125 | | | | | | 1,729,029 | | |
AQA Acquisition Holding, Inc., Term Loan B – First Lien (LIBOR + 4.250%, 0.500% Floor), 11/20/27(b)(c)
|
| | | | 950,000 | | | | | | 947,031 | | |
Banff Merger Sub, Inc. (BMC), Term Loan B – First Lien, 4.400%
(1-Month USD LIBOR + 4.250%), 10/02/25 |
| | | | 1,128,485 | | | | | | 1,126,098 | | |
Cision (Castle US Holding Corp.), Term Loan B – First Lien, 4.000% (3-Month USD LIBOR + 3.750%), 01/29/27
|
| | | | 1,490,625 | | | | | | 1,466,864 | | |
Cornerstone OnDemand, Inc., Term Loan B – First Lien, 4.390%
(1-Month USD LIBOR + 4.250%), 04/22/27 |
| | | | 791,884 | | | | | | 796,691 | | |
Flexera Software LLC (fka Flexera Software, Inc.), Term Loan – First Lien (LIBOR + 3.750%, 0.750% Floor), 01/26/28(b)(c)
|
| | | | 400,000 | | | | | | 400,500 | | |
Greeneden U.S. Holdings II, LLC (Genesys Telecommunications Laboratories), Term Loan B – First Lien, 4.750% (3-Month USD LIBOR + 4.000%, 0.750% Floor), 12/01/27
|
| | | | 800,000 | | | | | | 802,876 | | |
Helios Software Holdings, Inc. (ION Corporates), Term Loan – First Lien, 4.520% (3-Month USD LIBOR + 4.250%), 10/24/25
|
| | | | 1,856,032 | | | | | | 1,849,842 | | |
MH Sub I LLC and Micro Holding Corp. (Internet Brands), Amendment No 2 Initial Term Loan – First Lien, 3.650% (1-Month USD LIBOR + 3.500%), 09/16/24
|
| | | | 1,877,775 | | | | | | 1,857,711 | | |
MH Sub I, LLC and Micro Holding Corp. (Internet Brands), Incremental Term Loan B – First Lien, 4.750% (1-Month USD LIBOR + 3.750%, 1.000% Floor), 09/15/24
|
| | | | 358,200 | | | | | | 358,200 | | |
Milano Acquisition Corp., Term Loan – First Lien, 4.750% (3-Month USD LIBOR + 4.000%, 0.750% Floor), 10/01/27
|
| | | | 1,000,000 | | | | | | 1,002,290 | | |
Park Place Technologies, LLC, Closing Date Term Loan – First Lien, 6.000%
(3-Month USD LIBOR + 5.000%, 1.000% Floor), 11/10/27(b) |
| | | | 770,000 | | | | | | 741,764 | | |
Perforce Software, Inc., Refinancing Term Loan B – First Lien, 3.900% (1-Month USD LIBOR + 3.750%), 07/01/26
|
| | | | 987,525 | | | | | | 970,861 | | |
Quest Software (Dell Software Group / Seahawk Holding Cayman Ltd.), Term Loan – First Lien, 4.460% (3-Month USD LIBOR + 4.250%), 05/16/25
|
| | | | 1,905,556 | | | | | | 1,878,878 | | |
QuickBase, Inc., Term Loan – First Lien, 4.150% (1-Month USD LIBOR + 4.000%), 03/27/26(b)
|
| | | | 1,034,250 | | | | | | 1,021,322 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) (continued) | | | | ||||||||||
High Tech Industries – 27.5% (continued) | | | | ||||||||||
Rocket Software, Inc., Term Loan – First Lien, 4.400% (1-Month USD LIBOR + 4.250%), 11/28/25
|
| | | $ | 1,944,531 | | | | | $ | 1,931,970 | | |
RSA Security LLC (Redstone), Term Loan – First Lien, 6.000%
(2-Month USD LIBOR + 5.000%, 1.000% Floor), 09/01/27 |
| | | | 336,000 | | | | | | 337,890 | | |
S2P Acquisition Borrower, Inc. (Jaggaer), Term Loan – First Lien, 4.150% (1-Month USD LIBOR + 4.000%), 08/14/26
|
| | | | 1,012,188 | | | | | | 1,012,187 | | |
Silverback Merger Sub, Inc. (Sparta Systems), Term Loan B – First Lien, 4.500% (3-Month USD LIBOR + 3.500%, 1.000% Floor), 08/21/24
|
| | | | 1,307,464 | | | | | | 1,307,464 | | |
SonicWALL, Inc., Term Loan – First Lien, 3.720% (3-Month USD LIBOR +
3.500%), 05/16/25 |
| | | | 520,966 | | | | | | 513,151 | | |
Starfish – V Merger Sub, Inc. (Syncsort/Vero), 2018 Refinancing Term Loan – First Lien, 6.480% (3-Month USD LIBOR + 6.250%), 08/16/24
|
| | | | 1,510,781 | | | | | | 1,510,214 | | |
Starfish – V Merger Sub, Inc. (Syncsort/Vero), 2019 Refinancing Term Loan – First Lien, 7.000% (3-Month USD LIBOR + 6.000%, 1.000% Floor), 08/16/24
|
| | | | 688,007 | | | | | | 689,083 | | |
TriTech Software Systems (Superion/SuperMoose), Term Loan – First Lien, 4.000% (3-Month USD LIBOR + 3.750%), 08/29/25
|
| | | | 1,306,667 | | | | | | 1,225,653 | | |
Uber Technologies, Inc., Term Loan – First Lien, 5.000% (3-Month USD LIBOR + 4.000%, 1.000% Floor), 04/04/25
|
| | | | 997,442 | | | | | | 1,004,654 | | |
VeriFone Systems, Inc., Term Loan – First Lien, 4.220% (3-Month USD LIBOR + 4.000%), 08/20/25
|
| | | | 1,002,356 | | | | | | 972,285 | | |
VS Buyer LLC (Veeam Software), Term Loan B – First Lien, 3.400% (1-Month USD LIBOR + 3.250%), 02/28/27
|
| | | | 992,500 | | | | | | 990,639 | | |
Total High Tech Industries
|
| | | | | | | | | | 31,805,376 | | |
Hotel, Gaming & Leisure – 8.4% | | | | ||||||||||
Alterra Mountain Co., Term B Loan – First Lien, 5.500% (1-Month USD LIBOR + 4.500%, 1.000% Floor), 08/01/26
|
| | | | 1,309,028 | | | | | | 1,320,482 | | |
AP Gaming I LLC (American Gaming Systems), 2018 Term Loan B – First Lien, 4.500% (3-Month USD LIBOR + 3.500%, 1.000% Floor), 02/15/24
|
| | | | 1,246,811 | | | | | | 1,199,164 | | |
Cineworld Finance US, Inc. (Crown Finance US, Inc.), Term Loan B1
– First Lien, 15.250% (LIBOR + 7.000% Cash + 8.250% PIK, 1.000% Floor), 05/23/24 |
| | | | 366,779 | | | | | | 439,217 | | |
Miller’s Ale House, Inc., Term Loan – First Lien, 4.900% (1-Month USD LIBOR + 4.750%), 05/30/25
|
| | | | 1,170,000 | | | | | | 1,031,794 | | |
Portillo’s Holdings LLC, Term Loan – First Lien, 6.500% (3-Month USD LIBOR + 5.500%, 1.000% Floor), 09/06/24(b)
|
| | | | 493,750 | | | | | | 492,515 | | |
Stats, LLC (Peak Jersey Holdco Ltd), Term Loan – First Lien, 5.470% (3-Month USD LIBOR + 5.250%), 07/10/26
|
| | | | 1,560,625 | | | | | | 1,547,617 | | |
Twin River Management Group, Inc., Term Loan B1 – First Lien, 9.000% (3-Month USD LIBOR + 8.000%, 1.000% Floor), 05/10/26(b)
|
| | | | 179,100 | | | | | | 192,309 | | |
Whatabrands LLC, Term Loan B – First Lien, 2.900% (1-Month USD LIBOR + 2.750%), 07/31/26
|
| | | | 1,435,807 | | | | | | 1,425,484 | | |
Zaxby’s Operating Company L.P. (Craveability Finance Sub LLC), Term Loan B – First Lien, 4.500% (1-Month USD LIBOR + 4.000%, 0.750% Floor), 12/28/27
|
| | | | 2,000,000 | | | | | | 2,007,500 | | |
Total Hotel, Gaming & Leisure
|
| | | | | | | | | | 9,656,082 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) (continued) | | | | ||||||||||
Media: Broadcasting & Subscription – 5.9% | | | | ||||||||||
E.W. Scripps Co. (The), Term Loan B – First Lien (LIBOR + 3.000%, 0.750%
Floor), 01/07/28(c) |
| | | $ | 1,000,000 | | | | | $ | 1,002,655 | | |
Mega Broadband Investments Holdings LLC, Initial Term Loan – First Lien,
3.750% (3-Month USD LIBOR + 3.000%, 0.750% Floor), 11/12/27 |
| | | | 788,045 | | | | | | 788,663 | | |
Radiate Holdco LLC (RCN Grande), Term Loan B – First Lien, 4.250% (1-Month USD LIBOR + 3.500%, 0.750% Floor), 09/25/26
|
| | | | 380,000 | | | | | | 381,127 | | |
Terrier Media Buyer, Inc. (Cox Media Group), Term Loan B – First Lien, 4.400% (1-Month USD LIBOR + 4.250%), 12/17/26
|
| | | | 2,363,583 | | | | | | 2,371,347 | | |
Univision Communications, Inc., 2020 Replacement Term Loan – First Lien,
4.750% (1-Month USD LIBOR + 3.750%, 1.000% Floor), 03/15/26 |
| | | | 779,994 | | | | | | 783,188 | | |
UPC Financing Partnership, Term Loan B1 – First Lien, 3.680%
(2-Month USD LIBOR + 3.500%), 01/31/29 |
| | | | 565,817 | | | | | | 568,434 | | |
UPC Financing Partnership, Term Loan B2 – First Lien, 3.670%
(2-Month USD LIBOR + 3.500%), 01/31/29 |
| | | | 565,817 | | | | | | 568,434 | | |
Urban One (Radio One, Inc.), Initial Term Loan – First Lien, 5.000% (1-Month USD LIBOR + 4.000%, 1.000% Floor), 04/18/23
|
| | | | 418,136 | | | | | | 390,434 | | |
Total Media: Broadcasting & Subscription
|
| | | | | | | | | | 6,854,282 | | |
Media: Diversified & Production – 3.9% | | | | ||||||||||
Abe Investment Holdings, Inc. (Getty Images, Inc.), Term Loan B – First Lien, 4.690% (1-Month USD LIBOR + 4.500%), 02/19/26
|
| | | | 2,337,793 | | | | | | 2,309,307 | | |
William Morris Endeavor Entertainment, LLC (IMG Worldwide Holdings,
LLC), New Term Loan B-1 – First Lien, 2.900% (1-Month USD LIBOR + 2.750%), 05/16/25 |
| | | | 1,340,052 | | | | | | 1,242,335 | | |
William Morris Endeavor Entertainment, LLC (IMG Worldwide Holdings, LLC), Term B-2 Loan – First Lien, 9.500% (1-Month USD LIBOR + 8.500%, 1.000% Floor), 05/16/25(b)
|
| | | | 876,877 | | | | | | 902,635 | | |
Total Media: Diversified & Production
|
| | | | | | | | | | 4,454,277 | | |
Metals & Mining – 0.6% | | | | ||||||||||
ASP Prince Merger Sub, Inc. (PMHC II), Term Loan – First Lien, 4.500% (3-Month USD LIBOR + 3.500%, 1.000% Floor), 03/31/25
|
| | | | 729,375 | | | | | | 685,977 | | |
Retail – 3.1% | | | | ||||||||||
Apro LLC (United Pacific), Term Loan B – First Lien, 5.000%
(3-Month USD LIBOR + 4.000%, 1.000% Floor), 11/14/26 |
| | | | 1,270,382 | | | | | | 1,273,558 | | |
Mavis Tire Express Services (EOC Group, Inc.), Closing Date Term Loan – First Lien, 3.500% (3-Month USD LIBOR + 3.250%), 03/20/25
|
| | | | 802,193 | | | | | | 789,959 | | |
Mavis Tire Express Services (EOC Group, Inc.), Term Loan B2 – First Lien, 5.000% (3-Month USD LIBOR + 4.000%, 1.000% Floor), 03/20/25
|
| | | | 390,000 | | | | | | 393,169 | | |
Wand Newco 3, Inc. (Caliber Collision/ABRA Augo Body), Term Loan B – First Lien, 3.150% (1-Month USD LIBOR + 3.000%),
02/05/26 |
| | | | 1,108,181 | | | | | | 1,094,606 | | |
Total Retail
|
| | | | | | | | | | 3,551,292 | | |
Services: Business – 23.3% | | | | ||||||||||
ABC Financials (Project Accelerate Parent LLC), New Tranche Term Loan – First Lien, 5.250% (3-Month USD LIBOR + 4.250%, 1.000% Floor), 01/02/25(b)
|
| | | | 413,944 | | | | | | 381,864 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) (continued) | | | | ||||||||||
Services: Business – 23.3% (continued) | | | | ||||||||||
Air Methods Corp., Term Loan B – First Lien, 4.500% (3-Month USD LIBOR + 3.500%, 1.000% Floor), 04/21/24(c)
|
| | | $ | 2,498,374 | | | | | $ | 2,419,675 | | |
Alchemy Copyrights LLC (Concord Music), 2020 Term Loan – First Lien, 4.000% (1-Month USD LIBOR + 3.250%, 0.750% Floor), 08/16/27(b)
|
| | | | 557,353 | | | | | | 561,533 | | |
CCI Buyer, Inc. (Consumer Cellular), Term Loan B – First Lien
(3-Month USD LIBOR + 4.000%, 0.750% Floor), 12/11/27(c) |
| | | | 788,667 | | | | | | 789,321 | | |
Conservice, LLC, Term Loan B – First Lien, 4.500% (3-Month USD LIBOR
+ 4.250%), 05/13/27 |
| | | | 574,275 | | | | | | 575,711 | | |
CT Technologies Intermediate Holdings, Inc. (HealthPort), Term Loan – First Lien, 6.000% (3-Month USD LIBOR + 5.000%, 1.000% Floor), 12/16/25
|
| | | | 1,579,694 | | | | | | 1,577,720 | | |
Deliver Buyer (Material Handling Systems, Inc./MHS), Term Loan B – First Lien, 7.250% (3-Month USD LIBOR + 6.250%, 1.000% Floor),
05/01/24(b) |
| | | | 764,294 | | | | | | 769,070 | | |
Deluxe Entertainment Services Group, Inc., Term Loan – First Lien, 7.500%
(3-Month USD LIBOR + 5.000% Cash + 1.500% PIK, 1.000% Floor), 03/25/24(b)(d) |
| | | | 265,545 | | | | | | 119,495 | | |
DiscoverOrg LLC, Term Loan – First Lien, 3.900% (1-Month USD LIBOR + 3.750%), 01/28/26
|
| | | | 790,908 | | | | | | 792,886 | | |
EagleView Technology Corp., Term Loan – First Lien, 3.730%
(3-Month USD LIBOR + 3.500%), 08/14/25 |
| | | | 980,000 | | | | | | 967,750 | | |
Ensemble Health Partners, Term Loan – First Lien, 3.960% (3-Month USD LIBOR + 3.750%), 08/03/26
|
| | | | 1,096,431 | | | | | | 1,096,568 | | |
Enterprise Merger Sub, Inc. (Envision Healthcare), Term Loan – First Lien, 3.900% (1-Month USD LIBOR + 3.750%), 10/10/25
|
| | | | 1,913,181 | | | | | | 1,604,451 | | |
Great Dane Merger Sub, Inc. (CommerceHub), Term Loan B1 – First Lien (LIBOR + 4.250%, 0.750% Floor), 12/02/27(c)
|
| | | | 804,167 | | | | | | 805,172 | | |
Great Dane Merger Sub, Inc. (CommerceHub), Term Loan B2 – Second Lien
(LIBOR + 7.000%, 0.750% Floor), 12/02/28(b)(c) |
| | | | 480,000 | | | | | | 483,000 | | |
Guidehouse LLP, Term Loan – First Lien, 4.650% (1-Month USD LIBOR +
4.500%), 05/01/25 |
| | | | 1,205,967 | | | | | | 1,207,975 | | |
Hertz Corp., DIP Delayed Draw Term Loan – First Lien, 9.500% (PRIME +
6.250%), 12/31/21 |
| | | | 390,909 | | | | | | 401,743 | | |
IRI Holdings, Inc. (Information Resources), Term Loan (Add-On) – First Lien, 5.150% (1-Month USD LIBOR + 5.000%), 12/01/25(b)(c)
|
| | | | 1,634,901 | | | | | | 1,632,857 | | |
Mitchell International, Inc., Term Loan – First Lien, 3.400% (1-Month USD
LIBOR + 3.250%), 11/29/24 |
| | | | 1,763,944 | | | | | | 1,737,899 | | |
New Insight Holdings, Inc. (Research Now), Initial Term Loan – First Lien, 6.500% (3-Month USD LIBOR + 5.500%, 1.000% Floor), 12/20/24
|
| | | | 396,783 | | | | | | 392,022 | | |
Red Ventures LLC, Term Loan B – First Lien, 4.250% (1-Month USD LIBOR + 3.500%, 0.750% Floor), 11/08/24
|
| | | | 393,750 | | | | | | 391,781 | | |
Red Ventures LLC, Term Loan B-2 – First Lien, 2.650% (1-Month USD LIBOR + 2.500%), 11/08/24
|
| | | | 2,970,427 | | | | | | 2,927,505 | | |
RXB Holdings, Inc. (RxBenefits), Term Loan – First Lien, 6.000%
(3-Month USD LIBOR + 5.250%, 0.750% Floor), 12/15/27(b) |
| | | | 782,600 | | | | | | 778,687 | | |
SMG US Midco 2, Inc., 2020 Refinancing Term Loan – First Lien, 2.760% (3-Month USD LIBOR + 2.500%), 01/23/25
|
| | | | 497,487 | | | | | | 470,541 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) (continued) | | | | ||||||||||
Services: Business – 23.3% (continued) | | | | ||||||||||
Teneo Holdings LLC, Term Loan B – First Lien, 6.250% (1-Month USD LIBOR + 5.250%, 1.000% Floor), 07/12/25
|
| | | $ | 1,481,250 | | | | | $ | 1,470,763 | | |
Travel Leaders Group LLC, New Term Loan B – First Lien, 4.150%
(1-Month USD LIBOR + 4.000%), 01/25/24(b) |
| | | | 975,000 | | | | | | 865,312 | | |
Upstream Newco, Inc., Term Loan – First Lien, 4.650% (1-Month USD LIBOR + 4.500%), 11/20/26(c)
|
| | | | 1,131,183 | | | | | | 1,130,476 | | |
Verra Mobility Corp. (VM Corp./ATS Consolidated), Term Loan B-1 – First
Lien, 3.400% (1-Month USD LIBOR + 3.250%), 02/28/25 |
| | | | 594,305 | | | | | | 590,097 | | |
Total Services: Business
|
| | | | | | | | | | 26,941,874 | | |
Services: Consumer – 8.8% | | | | ||||||||||
Air Medical Group Holdings, Inc., Term Loan B – First Lien, 5.750% (3-Month USD LIBOR + 4.750%, 1.000% Floor), 10/02/25(c)
|
| | | | 1,180,000 | | | | | | 1,174,837 | | |
Aspen Dental Management, Inc. (ADMI Corp.), Term Loan B – First Lien (LIBOR + 4.000%, 0.750% Floor), 12/23/27(c)
|
| | | | 786,667 | | | | | | 788,830 | | |
Cambium Learning, Inc., Initial Term Loan – First Lien, 4.750%
(3-Month USD LIBOR + 4.500%), 12/18/25 |
| | | | 1,139,577 | | | | | | 1,135,588 | | |
Pre-Paid Legal Services, Inc. (Legalshield), Term Loan – First Lien, 3.400% (1-Month USD LIBOR + 3.250%), 05/01/25
|
| | | | 1,183,544 | | | | | | 1,172,200 | | |
Pre-Paid Legal Services, Inc. (Legalshield), Term Loan – First Lien, 4.750% (1-Month USD LIBOR + 4.000%, 0.750% Floor), 05/01/25(b)
|
| | | | 654,725 | | | | | | 657,999 | | |
Prime Security Services Borrower LLC (Apollo Security Services Borrower
LLC/ Protection One Alarm Monitoring, Inc.), Term Loan B – First Lien, 4.250% (3-Month USD LIBOR + 3.250%, 1.000% Floor), 09/23/26 |
| | | | 1,270,659 | | | | | | 1,280,386 | | |
Revint Intermediate II, LLC, Initial Term Loan – First Lien, 5.750%
(1-Month USD LIBOR + 5.000%, 0.750% Floor), 10/15/27 |
| | | | 400,000 | | | | | | 396,500 | | |
UFC Holdings LLC, 2020 Term Loan – First Lien, 4.250% (LIBOR + 3.250%, 1.000% Floor), 04/29/26(b)
|
| | | | 626,850 | | | | | | 625,283 | | |
United PF Holdings LLC , Term Loan – First Lien, 9.500% (3-Month USD LIBOR + 8.500%, 1.000% Floor), 12/30/26(b)
|
| | | | 997,500 | | | | | | 999,994 | | |
WP CityMD Bidco LLC (CityMD), Term Loan B – First Lien, 5.500% (3-Month USD LIBOR + 4.500%, 1.000% Floor), 08/13/26
|
| | | | 1,984,545 | | | | | | 1,986,887 | | |
Total Services: Consumer
|
| | | | | | | | | | 10,218,504 | | |
Telecommunications – 3.7% | | | | ||||||||||
CenturyLink, Inc., Term Loan B – First Lien, 2.400% (1-Month USD LIBOR + 2.250%), 03/15/27
|
| | | | 881,100 | | | | | | 873,170 | | |
GTT Communications B.V., Term Loan – First Lien (LIBOR + 5.000%, 1.000% Floor), 12/31/21(c)
|
| | | | 520,066 | | | | | | 475,860 | | |
GTT Communications, Inc. – Closing Date Term Loan – First Lien, 3.000% (3-Month USD LIBOR + 2.750%), 05/31/25
|
| | | | 871,066 | | | | | | 687,855 | | |
MTN Infrastructure TopCo, Inc. (Lumos), Term Loan B – First Lien, 5.000%
(1-Month USD LIBOR + 4.000%, 1.000% Floor), 11/17/24 |
| | | | 348,250 | | | | | | 349,411 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Principal
|
| |
Value
|
| ||||||
SENIOR LOANS(a) (continued) | | | | ||||||||||
Telecommunications – 3.7% (continued) | | | | ||||||||||
Zayo Group Holdings, Inc., Initial Dollar Term Loan – First Lien, 3.150% (1-Month USD LIBOR + 3.000%), 03/09/27(c)
|
| | | $ | 1,857,616 | | | | | $ | 1,850,483 | | |
Total Telecommunications
|
| | | | | | | | | | 4,236,779 | | |
Transportation: Cargo – 5.8% | | | | ||||||||||
Genesee & Wyoming, Inc., Term Loan – First Lien, 2.250% (3-Month USD LIBOR + 2.000%), 12/30/26
|
| | | | 1,985,000 | | | | | | 1,983,760 | | |
Gruden Acquisition, Inc. (Quality Distribution LLC), Incremental Term Loan – First Lien, 6.500% (3-Month USD LIBOR + 5.500%, 1.000% Floor), 08/18/22
|
| | | | 1,811,004 | | | | | | 1,796,670 | | |
Gruden Acquisition, Inc. (Quality Distribution LLC), Term Loan – Second
Lien, 9.500% (3-Month USD LIBOR + 8.500%, 1.000% Floor), 08/18/23(b) |
| | | | 500,000 | | | | | | 458,750 | | |
Kenan Advantage Group, Inc., Initial U.S. Term Loan – First Lien, 4.000% (1-Month USD LIBOR + 3.000%, 1.000% Floor), 07/29/22(c)
|
| | | | 2,047,684 | | | | | | 2,034,743 | | |
Kenan Advantage Group, Inc., Initial Canadian Term Loan – First Lien, 4.000% (1-Month USD LIBOR + 3.000%, 1.000% Floor), 07/29/22(c)
|
| | | | 475,101 | | | | | | 472,098 | | |
Total Transportation: Cargo
|
| | | | | | | | | | 6,746,021 | | |
Utilities: Electric – 0.7% | | | | ||||||||||
PG&E (Pacific Gas and Electric Co.), Term Loan – First Lien, 5.500% (1-Month USD LIBOR + 4.500%, 1.000% Floor), 06/23/25
|
| | | | 746,250 | | | | | | 756,325 | | |
Wholesale – 4.2% | | | | ||||||||||
United Natural Foods, Term Loan B – First Lien, 4.400% (1-Month USD LIBOR + 4.250%), 10/22/25(c)
|
| | | | 4,040,892 | | | | | | 4,024,042 | | |
White Cap Buyer, LLC, Initial Closing Date Term Loan – First Lien, 4.500%
(3-Month USD LIBOR + 4.000%, 0.500% Floor), 10/19/27 |
| | | | 800,000 | | | | | | 800,832 | | |
Total Wholesale
|
| | | | | | | | | | 4,824,874 | | |
Total Senior Loans
(Cost $157,511,715) |
| | | | | | | | |
|
156,494,033
|
| |
CORPORATE BOND – 0.3% (0.2% of Total Investments) | | | | ||||||||||
Automotive – 0.3% | | | | ||||||||||
GC EOS Buyer, Inc., 9.250%, 08/01/25(e)
|
| | | | | | | | | | | | |
(Cost $275,159)
|
| | | | 288,000 | | | | | | 310,680 | | |
| | |
Shares
|
| | | | | | | |||
COMMON STOCKS – 0.1% (0.1% of Total Investments) | | | | ||||||||||
Aerospace & Defense – 0.0%(f) | | | | ||||||||||
New Constellis Borrower LLC*(b)
|
| | | | 23,090 | | | | | | 37,533 | | |
Automotive – 0.1% | | | | ||||||||||
Jason Incorporated*(b)
|
| | | | 18,198 | | | | | | 118,287 | | |
Transportation: Cargo – 0.0%(f) | | | | ||||||||||
North American Lifting Holdings, Inc. (TNT Crane)*(b)
|
| | | | 2,065 | | | | | | 37,170 | | |
Total Common Stocks
(Cost $348,003) |
| |
|
| | | | 192,990 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (continued) |
| |
December 31, 2020
|
| |||||||||
Investments
|
| |
Shares
|
| |
Value
|
| ||||||
WARRANTS – 0.0%(f) (0.0% of Total Investments) | | | | ||||||||||
Hotel, Gaming & Leisure – 0.0%(f) | | | | ||||||||||
Cineworld Finance US, Inc. (Crown Finance US, Inc.), 0.415%, Expiration date: 11/24/25 (United Kingdom)*(b)
|
| | | | 121,628 | | | | | $ | 53,224 | | |
Transportation: Cargo – 0.0%(f) | | | | ||||||||||
North American Lifting Holdings, Inc. (TNT Crane), Expiration date: 10/16/25*(b)
|
| | | | 3,661 | | | | | | 37 | | |
Total Warrants
(Cost $35,652) |
| | | | | | | | |
|
53,261
|
| |
MONEY MARKET FUND – 9.2% (6.3% of Total Investments) | | | | ||||||||||
Morgan Stanley Institutional Liquidity Treasury Portfolio – Institutional Share Class, 0.01%(g)(h)
(Cost $10,567,651) |
| | | | 10,567,651 | | | | | | 10,567,651 | | |
Total Investments in Securities – 145.1%
(Cost $168,738,180) |
| | | | | | | | |
|
167,618,615
|
| |
Borrowings (Cost $45,500,000) – (39.4)%
|
| | | | | | | | | | (45,500,000) | | |
Liabilities in Excess of Other Assets – (5.7)%
|
| | | | | | | | | | (6,633,487) | | |
Net Assets – 100.0%
|
| | | | | | | | | $ | 115,485,128 | | |
First Eagle Senior Loan Fund
Schedule of Investments† (concluded) December 31, 2020 |
| ||||||
SUMMARY OF SCHEDULE OF INVESTMENTS
|
| |
% of Net Assets
|
| |||
Aerospace & Defense
|
| | | | 1.6% | | |
Automotive
|
| | | | 4.1 | | |
Banking, Finance, Insurance & Real Estate
|
| | | | 6.6 | | |
Beverage, Food & Tobacco
|
| | | | 0.5 | | |
Capital Equipment
|
| | | | 1.8 | | |
Chemicals, Plastics & Rubber
|
| | | | 1.2 | | |
Construction & Building
|
| | | | 1.7 | | |
Consumer Goods: Durable
|
| | | | 0.1 | | |
Consumer Goods: Non-Durable
|
| | | | 5.1 | | |
Containers, Packaging & Glass
|
| | | | 2.8 | | |
Energy: Electricity
|
| | | | 0.9 | | |
Energy: Oil & Gas
|
| | | | 2.1 | | |
Environmental Industries
|
| | | | 1.4 | | |
Healthcare & Pharmaceuticals
|
| | | | 10.1 | | |
High Tech Industries
|
| | | | 27.5 | | |
Hotel, Gaming & Leisure
|
| | | | 8.4 | | |
Media: Broadcasting & Subscription
|
| | | | 5.9 | | |
Media: Diversified & Production
|
| | | | 3.9 | | |
Metals & Mining
|
| | | | 0.6 | | |
Retail
|
| | | | 3.1 | | |
Services: Business
|
| | | | 23.3 | | |
Services: Consumer
|
| | | | 8.8 | | |
Telecommunications
|
| | | | 3.7 | | |
Transportation: Cargo
|
| | | | 5.8 | | |
Utilities: Electric
|
| | | | 0.7 | | |
Wholesale
|
| | | | 4.2 | | |
Money Market Fund
|
| | | | 9.2 | | |
Total Investments
|
| | | | 145.1 | | |
Borrowings
|
| | | | (39.4) | | |
Liabilities in Excess of Other Assets
|
| | | | (5.7) | | |
Net Assets
|
| | | | 100.0% | | |
First Eagle Senior Loan Fund
Statement of Assets and Liabilities |
| |
December 31, 2020
|
| |||
ASSETS | | | | | | | |
Investments, at value (cost $168,738,180)
|
| | | $ | 167,618,615 | | |
Cash
|
| | | | 138,052 | | |
Receivable for investments sold
|
| | | | 3,786,371 | | |
Interest receivable
|
| | | | 347,294 | | |
Due from adviser (Note 5)
|
| | | | 398,683 | | |
Prepaid and other expenses
|
| | | | 4,452 | | |
Net unrealized appreciation on delayed draw loan commitments
|
| | | | 95,627 | | |
Other assets
|
| | | | 63,051 | | |
Total Assets
|
| | | | 172,452,145 | | |
LIABILITIES | | | | | | | |
Borrowings (Note 4)
|
| | | | 45,500,000 | | |
Payable for securities purchased
|
| | | | 11,029,781 | | |
Advisory fee payable (Note 5)
|
| | | | 108,746 | | |
Other accrued expenses
|
| | | | 328,490 | | |
Total Liabilities
|
| | | | 56,967,017 | | |
Commitments and Contingencies (Note 9) | | | | | | | |
Net Assets
|
| | | $ | 115,485,128 | | |
COMPONENTS OF NET ASSETS
|
| | | | | | |
Paid-in-capital
|
| | | $ | 140,912,680 | | |
Total distributable loss
|
| | | | (25,427,552) | | |
Net Assets
|
| | | $ | 115,485,128 | | |
Common Shares Outstanding (unlimited shares authorized; $0.001 per share par
value) |
| | | | 7,418,990 | | |
Net Asset Value Per Share
|
| | | $ | 15.57 | | |
First Eagle Senior Loan Fund
Statement of Operations |
| |
For the Year Ended
December 31, 2020 |
| |||
INVESTMENT INCOME: | | | | | | | |
Interest
|
| | | $ | 9,759,882 | | |
Total Investment Income
|
| | | | 9,759,882 | | |
EXPENSES: | | | | | | | |
Advisory fees (Note 5)
|
| | | | 1,258,634 | | |
Interest expense & fees on borrowings (Note 4)
|
| | | | 916,625 | | |
Professional fees
|
| | | | 391,685 | | |
Trustees’ fees and expenses (Note 5)
|
| | | | 135,500 | | |
Administration fees
|
| | | | 125,500 | | |
Insurance expense
|
| | | | 124,266 | | |
Printing and mailing expense
|
| | | | 64,070 | | |
Custodian fees
|
| | | | 25,001 | | |
NYSE listing fee
|
| | | | 23,740 | | |
Transfer Agent fees
|
| | | | 23,346 | | |
Other expenses
|
| | | | 120,020 | | |
Total Expenses
|
| | | | 3,208,387 | | |
Less expense waivers and reimbursements (Note 5)
|
| | | | (464,936) | | |
Net Expenses
|
| | | | 2,743,451 | | |
Net Investment Income
|
| | | | 7,016,431 | | |
NET REALIZED AND CHANGE IN UNREALIZED GAIN (LOSS) ON INVESTMENTS AND DELAYED DRAW LOAN COMMITMENTS:
|
| | | | | | |
Net realized loss investments
|
| | | | (14,771,855) | | |
Net change in unrealized appreciation on investments
|
| | | | 5,564,131 | | |
Net change in unrealized appreciation on delayed draw loan commitments
|
| | | | 90,210 | | |
Net realized and change in unrealized loss on investments and delayed draw loan commitments
|
| | | | (9,117,514) | | |
Net Decrease in Net Assets from Operations
|
| | | $ | (2,101,083) | | |
First Eagle Senior Loan Fund
Statement of Changes in Net Assets |
| |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| ||||||
OPERATIONS | | | | | | | | | | | | | |
Net investment income
|
| | | $ | 7,016,431 | | | | | $ | 9,187,649 | | |
Net realized loss on investments
|
| | | | (14,771,855) | | | | | | (6,326,640) | | |
Net change in unrealized appreciation on investments and delayed draw loan commitments
|
| | | | 5,654,341 | | | | | | 3,152,685 | | |
Net (decrease) increase in net assets from operations
|
| | | | (2,101,083) | | | | | | 6,013,694 | | |
Distributions to shareholders*
|
| | | | | | | | | | | | |
Distributions from distributable earnings
|
| | | | (7,357,670) | | | | | | (8,991,816) | | |
Distribution of return of capital
|
| | | | (328,404) | | | | | | — | | |
Total distributions on shareholders
|
| | | | (7,686,074) | | | | | | (8,991,816) | | |
Net Decrease in Net Assets
|
| | | | (9,787,157) | | | | | | (2,978,122) | | |
NET ASSETS: | | | | | | | | | | | | | |
Beginning of year
|
| | | $ | 125,272,285 | | | | | $ | 128,250,407 | | |
End of year
|
| | | $ | 115,485,128 | | | | | $ | 125,272,285 | | |
First Eagle Senior Loan Fund
Statement of Cash Flows |
| |
Year Ended
December 31, 2020 |
| |||
Cash Flows From Operating Activities: | | | | | | | |
Net decrease in net assets from operations
|
| | | $ | (2,101,083) | | |
Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:
|
| | |||||
Purchases of investments
|
| | | | (119,527,159) | | |
Proceeds from sales of investments
|
| | | | 122,150,445 | | |
Net increase in money market funds
|
| | | | (7,911,868) | | |
Net change in unrealized appreciation on investments
|
| | | | (5,564,131) | | |
Net accretion/amortization of premium or discount
|
| | | | (648,030) | | |
Net increase in realized gains from principal paydowns
|
| | | | (451,530) | | |
Net change in unrealized appreciation on delayed draw loan commitments
|
| | | | (90,210) | | |
Net realized loss on investments
|
| | | | 14,771,855 | | |
Decrease in receivable for investments sold
|
| | | | 9,879,400 | | |
Decrease in interest receivable
|
| | | | 194,080 | | |
Decrease in prepaid and other expenses
|
| | | | 63,362 | | |
Decrease in other asset
|
| | | | 54,578 | | |
Increase in due from adviser
|
| | | | (186,272) | | |
Decrease in payable for investments purchased
|
| | | | (633,539) | | |
Decrease in advisory fee payable
|
| | | | (8,581) | | |
Decrease in other accrued expenses
|
| | | | (49,215) | | |
Net cash provided by operating activities
|
| | | | 9,942,102 | | |
Cash Flows from Financing Activities: | | | | | | | |
Proceeds from borrowings
|
| | | | 5,000,000 | | |
Repayment of borrowings
|
| | | | (7,500,000) | | |
Distributions paid
|
| | | | (7,686,074) | | |
Net cash used by financing activities
|
| | | | (10,186,074) | | |
Net decrease in cash
|
| | | | (243,972) | | |
Cash, beginning of year
|
| | | | 382,024 | | |
Cash, end of year
|
| | | $ | 138,052 | | |
Supplemental disclosure of cash flow information: | | | | | | | |
Cash paid for interest on borrowings
|
| | | $ | 916,625 | | |
First Eagle Senior Loan Fund
Financial Highlights |
| |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| |
Year Ended
December 31, 2018 |
| |
Year Ended
December 31, 2017 |
| |
Year Ended
December 31, 2016 |
| |||||||||||||||
Common Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, beginning of year
|
| | | $ | 16.89 | | | | | $ | 17.29 | | | | | $ | 18.37 | | | | | $ | 18.64 | | | | | $ | 17.25 | | |
Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income(1)
|
| | | | 0.95 | | | | | | 1.24 | | | | | | 1.27 | | | | | | 1.26 | | | | | | 1.37 | | |
Net realized and change in unrealized gain (loss) on investments and delayed draw loan commitments(2)
|
| | | | (1.23) | | | | | | (0.43) | | | | | | (1.19) | | | | | | (0.31) | | | | | | 1.29 | | |
Total income (loss) from operations
|
| | | | (0.28) | | | | | | 0.81 | | | | | | 0.08 | | | | | | 0.95 | | | | | | 2.66 | | |
Distributions to shareholders from:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income
|
| | | | (0.99) | | | | | | (1.21) | | | | | | (1.16) | | | | | | (1.22) | | | | | | (1.27) | | |
Return of capital
|
| | | | (0.05) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total distributions to shareholders
|
| | | | (1.04) | | | | | | (1.21) | | | | | | (1.16) | | | | | | (1.22) | | | | | | (1.27) | | |
Net assets value per share, end of year
|
| | | $ | 15.57 | | | | | $ | 16.89 | | | | | $ | 17.29 | | | | | $ | 18.37 | | | | | $ | 18.64 | | |
Market price per share, end of year
|
| | | $ | 13.97 | | | | | $ | 15.17 | | | | | $ | 14.86 | | | | | $ | 16.86 | | | | | $ | 18.74 | | |
Total return:(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value
|
| | | | (1.25)% | | | | | | 4.80% | | | | | | 0.24% | | | | | | 5.23% | | | | | | 15.99% | | |
Market value
|
| | | | (0.21)% | | | | | | 10.57% | | | | | | (5.55)% | | | | | | (3.65)% | | | | | | 27.75% | | |
Ratios/Supplemental Data:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, end of year (000’s)
|
| | | $ | 115,485 | | | | | $ | 125,272 | | | | | $ | 128,250 | | | | | $ | 136,299 | | | | | $ | 138,258 | | |
Ratio of expenses, including interest
on borrowings, to average net assets |
| | | | 2.44% | | | | | | 2.85% | | | | | | 3.13% | | | | | | 3.03% | | | | | | 2.65% | | |
Ratio of net investment Income, including interest on borrowings, to average net assets
|
| | | | 6.23% | | | | | | 7.20% | | | | | | 6.89% | | | | | | 6.76% | | | | | | 7.72% | | |
Portfolio turnover rate
|
| | | | 81% | | | | | | 65% | | | | | | 57% | | | | | | 59% | | | | | | 41% | | |
Borrowings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Aggregate principal amount, end of year (000s)
|
| | | $ | 45,500 | | | | | $ | 48,000 | | | | | $ | 50,000 | | | | | $ | 58,000 | | | | | $ | 52,000 | | |
Average borrowings outstanding during the year (000s)
|
| | | $ | 44,721 | | | | | $ | 47,649 | | | | | $ | 57,978 | | | | | $ | 57,329 | | | | | $ | 52,929 | | |
Asset coverage, end of year per $1,000 of debt(4)
|
| | | $ | 3,538 | | | | | $ | 3,610 | | | | | $ | 3,565 | | | | | $ | 3,350 | | | | | $ | 3,658 | | |
Asset Type
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Senior Loans | | | | | | | | | | | | | | | | | | | | | | | | | |
Aerospace & Defense
|
| | | $ | — | | | | | $ | 234,398 | | | | | $ | 1,577,535 | | | | | $ | 1,811,933 | | |
Automotive
|
| | | | — | | | | | | 3,327,809 | | | | | | 906,180 | | | | | | 4,233,989 | | |
Banking, Finance, Insurance & Real
Estate |
| | | | — | | | | | | 7,665,366 | | | | | | — | | | | | | 7,665,366 | | |
Beverage, Food & Tobacco
|
| | | | — | | | | | | 583,548 | | | | | | — | | | | | | 583,548 | | |
Capital Equipment
|
| | | | — | | | | | | 1,854,651 | | | | | | 273,053 | | | | | | 2,127,704 | | |
Chemicals, Plastics & Rubber
|
| | | | — | | | | | | 1,444,906 | | | | | | — | | | | | | 1,444,906 | | |
Construction & Building
|
| | | | — | | | | | | 1,962,438 | | | | | | — | | | | | | 1,962,438 | | |
Consumer Goods: Durable
|
| | | | — | | | | | | 79,303 | | | | | | — | | | | | | 79,303 | | |
Consumer Goods: Non-Durable
|
| | | | — | | | | | | 4,824,188 | | | | | | 1,049,704 | | | | | | 5,873,892 | | |
Containers, Packaging & Glass
|
| | | | — | | | | | | 3,227,597 | | | | | | — | | | | | | 3,227,597 | | |
Energy: Electricity
|
| | | | — | | | | | | 1,032,212 | | | | | | — | | | | | | 1,032,212 | | |
Energy: Oil & Gas
|
| | | | — | | | | | | 2,450,138 | | | | | | — | | | | | | 2,450,138 | | |
Environmental Industries
|
| | | | — | | | | | | 1,635,028 | | | | | | — | | | | | | 1,635,028 | | |
Healthcare & Pharmaceuticals
|
| | | | — | | | | | | 7,726,537 | | | | | | 3,907,779 | | | | | | 11,634,316 | | |
High Tech Industries
|
| | | | — | | | | | | 27,711,876 | | | | | | 4,093,500 | | | | | | 31,805,376 | | |
Hotel, Gaming & Leisure
|
| | | | — | | | | | | 8,971,258 | | | | | | 684,824 | | | | | | 9,656,082 | | |
Media: Broadcasting & Subscription
|
| | | | — | | | | | | 6,854,282 | | | | | | — | | | | | | 6,854,282 | | |
Media: Diversified & Production
|
| | | | — | | | | | | 3,551,642 | | | | | | 902,635 | | | | | | 4,454,277 | | |
Metals & Mining
|
| | | | — | | | | | | 685,977 | | | | | | — | | | | | | 685,977 | | |
Retail
|
| | | | — | | | | | | 3,551,292 | | | | | | — | | | | | | 3,551,292 | | |
Services: Business
|
| | | | — | | | | | | 21,350,056 | | | | | | 5,591,818 | | | | | | 26,941,874 | | |
Services: Consumer
|
| | | | — | | | | | | 7,935,228 | | | | | | 2,283,276 | | | | | | 10,218,504 | | |
Telecommunications
|
| | | | — | | | | | | 4,236,779 | | | | | | — | | | | | | 4,236,779 | | |
Transportation: Cargo
|
| | | | — | | | | | | 6,287,271 | | | | | | 458,750 | | | | | | 6,746,021 | | |
Utilities: Electric
|
| | | | — | | | | | | 756,325 | | | | | | — | | | | | | 756,325 | | |
Wholesale
|
| | | | — | | | | | | 4,824,874 | | | | | | — | | | | | | 4,824,874 | | |
Corporate Bonds*
|
| | | | — | | | | | | 310,680 | | | | | | — | | | | | | 310,680 | | |
Common Stocks*
|
| | | | — | | | | | | — | | | | | | 192,990 | | | | | | 192,990 | | |
Warrants*
|
| | | | — | | | | | | — | | | | | | 53,261 | | | | | | 53,261 | | |
Money Market Fund
|
| | | | 10,567,651 | | | | | | — | | | | | | — | | | | | | 10,567,651 | | |
Total Investments
|
| | | $ | 10,567,651 | | | | | $ | 135,075,659 | | | | | $ | 21,975,305 | | | | | $ | 167,618,615 | | |
| | |
Senior Loans
|
| |
Common Stocks
|
| |
Warrants
|
| |
Total
|
| ||||||||||||
Balance as of December 31, 2019 .
|
| | | $ | 29,792,622 | | | | | $ | — | | | | | $ | — | | | | | $ | 29,792,622 | | |
Realized gain (loss)
|
| | | | (1,065,345) | | | | | | — | | | | | | — | | | | | | (1,065,345) | | |
Change in unrealized appreciation /
(depreciation) |
| | | | 881,909 | | | | | | (155,014) | | | | | | 17,610 | | | | | | 744,505 | | |
Amortization (accretion)
|
| | | | 70,224 | | | | | | — | | | | | | — | | | | | | 70,224 | | |
Purchases
|
| | | | 13,105,755 | | | | | | 235,318 | | | | | | — | | | | | | 13,341,073 | | |
Sales and principal paydowns . . . . . . . . . . . . . . .
|
| | | | (9,535,514) | | | | | | — | | | | | | — | | | | | | (9,535,514) | | |
Transfers into Level 3
|
| | | | 4,597,983 | | | | | | 112,686 | | | | | | 35,651 | | | | | | 4,746,320 | | |
Transfers out of Level 3
|
| | | | (16,118,580) | | | | | | — | | | | | | — | | | | | | (16,118,580) | | |
Balance as of December 31, 2020 . . . . . . . . .
|
| | | $ | 21,729,054 | | | | | $ | 192,990 | | | | | $ | 53,261 | | | | | $ | 21,975,305 | | |
Net change in unrealized appreciation /
(depreciation) attributable to level 3 investments held at December 31, 2020 |
| | | $ | 26,488 | | | | | $ | (155,014) | | | | | $ | 17,610 | | | | | $ | (110,956) | | |
| | |
Fair Value
|
| |
Valuation Technique
|
| |
Unobservable Input
|
| |
Range
|
| |
Direction Change in
Fair Value Resulting from Increase in Unobservable Inputs(1) |
| |||
Senior Loans
|
| | | $ | 21,729,054 | | | |
Third-party pricing
service |
| |
Broker quotes
|
| |
N/A
|
| |
Increase
|
|
Common Stocks
|
| | | | 192,990 | | | |
Third-party pricing
service |
| |
Broker quotes
|
| |
N/A
|
| |
Increase
|
|
Warrants | | | | | 53,261 | | | |
Third-party pricing
service |
| |
Broker quotes
|
| |
N/A
|
| |
Increase
|
|
|
Shares of common stock, beginning of year
|
| | | | 7,418,990 | | |
|
Change in shares of common stock outstanding
|
| | | | — | | |
|
Shares of common stock, end of year
|
| | | | 7,418,990 | | |
| | |
Ordinary Income
|
| |
Return of
Capital |
| |
Long-Term
Capital Gain |
| |||||||||
2019
|
| | | $ | 8,991,816 | | | | | $ | — | | | | | $ | — | | |
2020
|
| | | $ | 7,357,670 | | | | | $ | 328,404 | | | | | $ | — | | |
Short-Term
|
| |
Long-Term
|
| |
Total
|
|
$3,214,942 | | | $21,188,671 | | | $24,403,613 | |
Undistributed Net
Investment Income |
| |
Accumulated Net Realized
Loss on Investments |
| |
Net Unrealized
Depreciation on Investments |
|
$0 | | | $24,403,613 | | | $1,023,938 | |
Loan
|
| |
Principal
Amount |
| |
Cost
|
| |
Value
|
| |
Net
Unrealized Appreciation |
| ||||||||||||
Cano Health, LLC, Delayed Draw Term Loan – First
Lien |
| | | $ | 211,959 | | | | | $ | 209,839 | | | | | $ | 211,959 | | | | | $ | 2,120 | | |
GTT Communications B.V., Delayed Draw – First Lien
|
| | | | 910,115 | | | | | | 832,755 | | | | | | 832,755 | | | | | | — | | |
Hertz Corp., DIP Delayed Draw Term Loan – First Lien.
|
| | | | 2,189,091 | | | | | | 2,156,255 | | | | | | 2,249,762 | | | | | | 93,507 | | |
Shareholder
|
| |
Percent of
Ownership |
| |||
First Trust Portfolios LP
|
| | | | 17.24% | | |
Saba Capital Management LP
|
| | | | 12.44% | | |
Wells Fargo & Company
|
| | | | 5.65% | | |
Name, Year of Birth
|
| |
Position(s) Held
with the Fund |
| |
Principal
Occupation(s) During Past 5 Years: |
| |
Other
Directorship Held by the Trustee |
|
Joseph L. Morea
Year of Birth: 1955 |
| | Trustee, Class I, and Chairman of the Board since August 2013 | | | Self-Employed, Commercial and Industrial Real Estate Investment (2012 — Present). | | | Director, TravelCenters of America, LLC; Director, Portman Ridge Finance Corporation; Trustee, Industrial Logistics Properties Trust; Trustee, Tremont Mortgage Trust | |
Laurie Hesslein
Year of Birth: 1959 |
| | Trustee, Class III, since March 2017 | | | Citigroup, Managing Director, Citi Holdings Division — Business Head, Local Consumer Lending North America (2013 — 2017). | | |
Trustee, VanEck Vectors
ETF Trust (56 Funds) |
|
Ronald J. Burton
Year of Birth: 1947 |
| | Trustee, Class II, and Audit Committee Chair since August 2013 | | | Burton Consulting, LLC, Principal (2013 — Present). | | | None. | |
Michael Perino
Year of Birth: 1963 |
| | Trustee, Class I, and Nominating and Governance Committee Chair since August 2013 | | | St. John's University School of Law, Dean George W. Matheson Professor of Law (2007 — Present); Vice Dean of Academic Affairs (2019 — Present); Associate Academic Dean (2017 — 2019). | | | None. | |
Robert J. Hickey(1)
Year of Birth: 1963 |
| | Trustee, Class II since May 2019 | | | First Eagle Alternative Credit, Senior Managing Director (2012 — Present). | | | None. | |
Name, Year of Birth, and Position(s)
Held with the Fund |
| |
Principal Occupation(s) During Past 5 Years:
|
|
Robert J. Hickey
Year of Birth: 1963 President and Principal Executive Officer since 2020 |
| | First Eagle Alternative Credit, LLC, Senior Managing Director (2012 — Present). | |
Jennifer Wilson
Year of Birth: 1972 Treasurer, Principal Financial Officer, Principal Accounting Officer and Secretary since 2018 |
| | First Eagle Alternative Credit, LLC, Chief Accounting Officer (2020 — Present), Director of Financial Planning & Analysis (2018 — 2019); Four Wood Capital Partners LLC, Managing Partner and Chief Financial Officer (2012 — 2018). | |
Andrew Morris
Year of Birth: 1986 Chief Compliance Officer since 2019 |
| | First Eagle Alternative Credit, LLC, Chief Compliance Officer (2020 — Present); Director, Senior Counsel (2019); Kirkland & Ellis LLP, Associate (2016 — 2019); Davis Polk & Wardwell LLP, Associate (2014 — 2016). | |
Sabrina Rusnak-Carlson
Year of Birth: 1979 Chief Legal Officer since 2018 |
| | First Eagle Alternative Credit, LLC, General Counsel (2015 — Present) and Chief Compliance Officer (2018 — 2019). | |
| Trustees | |
| Robert J. Hickey | |
| Joseph L. Morea*# | |
| Laurie A. Hesslein*# | |
| Ronald J. Burton*# | |
| Michael Perino*# | |
| Officers | |
| Robert J. Hickey | |
| Jennifer Wilson | |
| Andrew Morris | |
| Sabrina Rusnak-Carlson | |
| Investment Adviser | |
| First Eagle Alternative Credit, LLC | |
| Administrator, Custodian & Accounting Agent | |
| The Bank of New York Mellon | |
| Transfer Agent, Dividend Paying Agent and Registrar | |
| American Stock Transfer and Trust Company | |
| Independent Registered Public Accounting Firm | |
| RSM US LLP | |
| Legal Counsel | |
| Proskauer Rose LLP | |
(b) | Not applicable. |
Item 2. Code of Ethics.
(a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
(b) | Not applicable |
(c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. |
(d) | The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions. |
(e) | The registrant intends to satisfy the disclosure requirement under paragraph (c) of this item by posting such information on its Internet website at https://www.feacfslf.com/. |
(f) | The registrant posts its code of ethics referenced in Item 2(a) above on its Internet website at https://www.feacfslf.com/. |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the registrant’s board of trustees has determined that Mr. Ronald Burton Jr. and Mr. Joseph Morea are qualified to serve as audit committee financial experts serving on its audit committee and that they are “independent,” as defined by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
(a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $50,000 for 2020 and $47,500 for 2019. |
Audit-Related Fees
(b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2020 and $0 for 2019. |
Tax Fees
(c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $16,700 for 2020 and $16,200 for 2019. These services are related to the review of federal and state income tax returns, excise tax returns, and the review of the distribution requirements for excise tax purposes. |
All Other Fees
(d) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2020 and $0 for 2019. |
(e)(1) | Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
Pre-Approval of Audit and Non-Audit Services Provided to the First Eagle Senior Loan Fund (“FSLF”). The Pre-Approval Policies and procedures (the “Policy”) adopted by the Audit Committee (the “Committee”) of FSLF set forth the procedures and the conditions pursuant to which services performed by and independent auditor (“Auditor”) for FSLF may be pre-approved. The Committee as a whole or, in certain circumstances, a designated member of the Committee (“Designated Member”), must pre-approve all audit services and non-audit services that the Auditor provides to the Funds.
Pre-Approval of Non-Audit Services Provided to FSLF’s Investment Adviser or Service Affiliates. The Committee as a whole, or in certain circumstances, a Designated Member, must pre-approve any engagement of the Auditor to provide non-audit services to the Investment Adviser and any Service Affiliate during the period of the Auditor’s engagement to provide audit services to the Fund, if the non-audit services to the Investment Adviser or Service Affiliate directly impact the Fund’s operations and financial reporting.
(e)(2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: |
(b) N/A
(c) 100%
(d) N/A
(f) | Not applicable. |
(g) | The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $128,000 for 2020 and $76,950 for 2019. |
(h) | The registrant's audit committee of the board of trustees has not considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. |
Item 5. Audit Committee of Listed Registrants.
(a) | The registrant has a separately designated audit committee consisting of all the independent trustees of the registrant. The members of the audit committee are Mr. Ronald Burton Jr., Mr. Joseph Morea, Ms. Laurie Hesslein and Mr. Michael Perino. |
(b) | Not applicable. |
Item 6. Investments.
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
(b) | Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Proxy Voting Policies are attached herewith.
First Eagle Senior Loan Fund
PROXY VOTING POLICIES AND PROCEDURES
1. Policy
It is the policy of the Board of Trustees (the “Board”) of First Eagle Senior Loan Fund (the “Fund”) to delegate the responsibility for voting proxies relating to the securities held by the Fund to the Fund’s investment adviser (the “Adviser”), subject to the Board’s continuing oversight. The Board hereby delegates such responsibility to the Fund’s Adviser, and directs the Adviser to vote proxies relating to Fund portfolio securities managed by the Adviser consistent with the duties and procedures set forth below. The Adviser may retain a third party to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures set forth below, to ensure such proxies are voted on a timely basis and to provide reporting and/or record retention services in connection with proxy voting for the Fund.
2. Fiduciary Duty
The right to vote a proxy with respect to securities held by the Fund is an asset to the Fund. The Adviser, to which authority to vote on behalf of the Fund is delegated, acts as a fiduciary of the Fund and must vote proxies in a matter consistent with the best interest of the Fund and its shareholders. In discharging this fiduciary duty, the Adviser must maintain and adhere to its policies and procedures for addressing conflicts of interest and must vote in a manner substantially consistent with its policies, procedures and guidelines, as presented to the Board.
3. Procedures
The following are the procedures adopted by the Board for the administration of this policy:
A. | Review of Adviser’s Proxy Voting Procedures. The Adviser shall present to the Board its policies, procedures and other guidelines for voting proxies at least annually, and must notify the Board promptly of material changes to any of these documents, including changes to policies and procedures addressing conflicts of interest. |
B. | Voting Record Reporting. The Adviser shall ensure that the voting record necessary for the completion and filing of Form N-PX is provided to the Fund’s administrator at least annually. Such voting record information shall be in a form acceptable to the Fund and shall be provided at such time(s) as are required for the timely filing of Form N-PX and at such additional times(s) as the Fund and the Adviser may agree from time to time. With respect to those proxies that the Adviser has identified as involving a conflict of interest, the Adviser shall submit a report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy. |
C. | Conflicts of Interest. Any actual or potential conflicts of interest between the Adviser and the Fund's shareholders arising from the proxy voting process will be addressed by the Adviser and the Adviser’s application of its proxy voting procedures pursuant to the delegation of proxy voting responsibilities to the Adviser. In the event that the Adviser notifies the Chief Compliance Officer of the Fund (the “CCO”) that a conflict of interest cannot be resolved under the Adviser’s Proxy Voting Procedures, the CCO is responsible for notifying the Chairman of the Board of the Fund of the irreconcilable conflict of interest and assisting the Chairman with any actions he determines are necessary. |
A “conflict of interest” includes, for example, any circumstance when the Fund, the Adviser or one or more of their affiliates (including officers, directors and employees) knowingly does business with, receives compensation from, or sits on the board of, a particular issuer or closely affiliated entity, and therefore, may appear to have a conflict of interest between its own interests and the interests of Fund shareholders in how proxies of that issuer are voted. Situations where the issuer seeking the proxy vote is also a client of the Adviser are deemed to be potential conflicts of interest. Potential conflicts of interest may also arise in connection with consent solicitations relating to debt securities where the issuer of debt is also a client of the Adviser.
D. | Securities Lending Program. When the Fund’s securities are out on loan, they are transferred into the borrower’s name and are voted by the borrower, in its discretion. Where the Adviser determines, however, that there is a proxy vote (or other shareholder action) for a material event, the Adviser should request that the agent recall the security prior to the record date to allow the Adviser to vote the proxy for the security. When determining whether to recall securities to allow for a proxy vote, the Adviser will determine whether such action is beneficial to the Fund and its shareholders by considering the materiality of the proxy item, the percentage of the issuer’s shares held, the likelihood of materially affecting the proxy vote, and the cost and use of resources to recall the securities. |
4. | Revocation |
The delegation by the Board of the authority to vote proxies relating to securities of the Fund is entirely voluntary and may be revoked by the Board, in whole or in part, at any time without prior notice.
5. | Disclosure of Policy or Description/Proxy Voting Record |
A. | The Fund will disclose a description of the Fund’s proxy voting policy in the Fund’s Statement of Additional Information (“SAI”). The Fund also will disclose in its SAI that information is available about how the Fund voted proxies during the most recent twelve-month period ended June 30 without charge, upon request, (i) either by calling a specified toll-free telephone number, or on the Fund’s website at a specified address, or both, and (ii) on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. Upon any request for a proxy voting record by telephone, the Fund will send the policy or the information disclosed in the Fund’s most recently filed report on Form N-PX (or a copy of the SAI containing the policy or description) by first-class mail or other prompt delivery method within three business days of receipt of the request. If the Fund discloses that the Fund’s proxy voting record is available on or through its website, the Fund will make available free of charge the information disclosed in the Fund’s most recently filed report on Form N-PX on or through its website as soon as reasonably practicable after filing the report with the SEC. |
B. | The Fund will disclose in its annual and semi-annual shareholder reports that this proxy voting policy or a description of it is available without charge, upon request, (i) by calling a specified toll-free telephone number, (ii) on the Fund’s website, if applicable, and (iii) on the SEC’s website. Upon any request for a proxy voting policy or description of it, the Fund will send the policy or the description (or a copy of the SAI containing the policy or description) by first-class mail or other prompt delivery method within three business days of receipt of the request. |
C. | The Fund also will disclose in its annual and semi-annual shareholder reports that information is available about how the Fund voted proxies during the most recent twelve-month period ended June 30 without charge, upon request, (i) either by calling a specified toll free telephone number, (ii) on the Fund’s website at a specified address, if applicable, and (iii) on the SEC’s website. Upon any request for a proxy voting record by telephone, the Fund will send the policy or the information disclosed in the Fund’s most recently filed report on Form N-PX (or a copy of the SAI containing the policy or description) by first-class mail or other prompt delivery method within three business days of receipt of the request. If the Fund discloses that the Fund’s proxy voting record is available on or through its website, the Fund will make available free of charge the information disclosed in the Fund’s most recently filed report on Form N-PX on or through its website as soon as reasonably practicable after filing the report with the SEC. |
D. | The Fund will file Form N-PX containing its proxy voting record for the most recent twelve-month period ended June 30 with the SEC, and will provide a copy of the report (in paper form, online, or by reference to the SEC’s website) to shareholders who request it. |
E. | The Fund will disclose its proxy voting record for the most recent twelve-month period ended June 30 (on Form N-PX or otherwise) to shareholders either in paper form upon request, or on its website. |
6. Related Procedures
The Fund currently satisfies the disclosure obligation set forth in Section 5 above by:
· | describing the proxy voting policy in the Fund’s SAI and disclosing in the Fund’s SAI that the information is available about how the Fund voted proxies during the most recent twelve-month period ended June 30 without charge, upon request by calling a specified toll-free telephone number and on the Commission’s website; |
· | disclosing in its annual and semi-annual shareholder reports that this proxy voting policy is available without charge, upon request by calling a specified toll-free telephone number and on the Commission’s website; |
· | disclosing in its annual and semi-annual shareholder reports that information is available about how the Fund voted proxies during the most recent twelve-month period ended June 30 without charge, upon request, by calling a specified toll-free telephone number and on the Commission’s website; and |
· | providing any shareholder, upon request, a paper form of the most recently filed report on Form N-PX by first-class mail or other prompt delivery method within three business days of receipt of the request. |
7. | Recordkeeping |
Proxy voting books and records shall be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the fiscal year during which the last entry was made on the record, the first two years in Adviser’s office.
The Adviser shall maintain the following records relating to proxy voting:
· | a copy of these policies and procedures; |
· | a copy of each proxy form (as voted); |
· | a copy of each proxy solicitation (including proxy statements) and related materials; |
· | documentation relating to the identification and resolution of conflicts of interest; |
· | any documents created by the Adviser that were material to a proxy voting decision, including a decision to abstain from voting, or that memorialized the basis for that decision; and |
· | a copy of each written request from an investor for the Fund’s proxy voting policies and procedures and/or information on how the Adviser voted proxies, and a copy of any written response by the Adviser to any such requests. |
8. | Review of Policy |
The Board shall review from time to time this policy to determine its sufficiency and shall make and approve any changes that it deems necessary from time to time.
Adopted: August 22, 2013
Amended: May 14, 2015
Amended: November 14, 2018
Amended: March 1, 2020
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) | Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members |
James R. Fellows, Chief Investment Officer and Managing Director, First Eagle Alternative Credit, LLC (“FEAC” or the "Adviser"). James has worked for FEAC’s senior loan strategies business from June 2012 to present. Between April 2004 and June 2012, James served as Managing Director for McDonnell Investment Management, LLC, whose alternative credit strategies business was the predecessor firm to FEAC’s senior loan strategies business.
Robert J. Hickey, Managing Director, FEAC. Robert has worked for FEAC’s senior loan strategies business from June 2012 to present. Between April 2004 and June 2012, Robert served as Managing Director for McDonnell Investment Management, LLC, whose alternative credit strategies business was the predecessor firm to FEAC’s senior loan strategies business.
Brian J. Murphy, Managing Director, FEAC. Brian has worked for FEAC’s senior loan strategies business, June 2012 to present. Between May 2004 and June 2012, Brian served as Managing Director for McDonnell Investment Management, LLC, whose alternative credit strategies business was the predecessor firm to FEAC’s senior loan strategies business.
Steven F. Krull, Managing Director, FEAC. Steven has worked for FEAC’s senior loan strategies business, June 2012 to present. Between May 2004 and June 2012, Steven served as Director for McDonnell Investment Management, LLC, whose alternative credit strategies business was the predecessor firm to FEAC’s senior loan strategies business.
The Portfolio Managers noted above manage FSLF via the Fund Investment Committee. Therefore, the day-to-day management of FSLF is shared among the Portfolio Managers. Brian J. Murphy and Steven F. Krull also serve as traders for FSLF and execute trades in the new issue and secondary bank loan markets on behalf of FSLF.
(a)(2) | Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest |
Other Accounts Managed by Portfolio Manager(s) or Management Team Member* |
Name of
Team Member |
Type of Accounts |
Total
No. of
|
Total Assets |
No. of Accounts where
Advisory Fee is Based on Performance |
Total Assets in Accounts
Performance |
James R. Fellows | Registered Investment Companies: | 3 | $552 million | 1** | $0 |
Other Pooled Investment Vehicles: | 58 | $18.8 billion | 55*** | $14.0 billion | |
Other Accounts: | 7 | $765 million | 4 | $89 million | |
Robert J. Hickey | Registered Investment Companies: | 2 | $185 million | 0 | $0 |
Other Pooled Investment Vehicles: | 39 | $14.6 billion | 36*** | $10.8 billion | |
Other Accounts: | 3 | $676 million | 0 | $0 | |
Brian J. Murphy | Registered Investment Companies: | 2 | $185 million | 0 | $0 |
Other Pooled Investment Vehicles: | 39 | $14.6 billion | 36*** | $10.8 billion | |
Other Accounts: | 3 | $676 million | 0 | $0 | |
Steven F. Krull | Registered Investment Companies: | 2 | $185 million | 0 | $0 |
Other Pooled Investment Vehicles: | 39 | $14.6 billion | 36*** | $10.8 billion | |
Other Accounts: | 3 | $676 million | 0 | $0 |
* Information as of December 31, 2020 except as noted, and is unaudited.
**Includes one business development company (“BDC”), as of December 31, 2020, for which the performance fee was waived in 2020. Therefore, no assets of the BDC are included in the “Total Assets in Accounts where Advisory Fee is Based on Performance”.
*** Reflects one pooled investment vehicle which is currently in wind down and fourteen Collateralized Loan Obligation Vehicles ("CLOs") that are either called or out of their reinvestment period. No performance based fee is being received/billed from the vehicles, so their assets are not included in “Total Assets in Accounts where Advisory Fee is Based on Performance”. Also, twenty-six other accounts noted in this column represent CLOs where the performance fees of a CLO are achieved based on a pre-defined percentage based internal rate of return (IRR) hurdle for holders of the subordinated notes of the CLO.
Potential Conflicts of Interests
The Portfolio Managers may be subject to certain conflicts of interest in their management of FSLF. The Portfolio Managers generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of FSLF. The Portfolio Managers make investment decisions for each account, including FSLF, based on the investment objectives, policies, practices, benchmarks, cash flows and other relevant investment considerations applicable to that account. Consequently, Portfolio Managers may purchase or sell securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to FSLF and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of FSLF.
The Portfolio Managers or other investment professionals working with the Portfolio Managers may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of FSLF, or make investment decisions that are similar to those made for FSLF, both of which have the potential to adversely impact FSLF depending on market conditions. For example, the Portfolio Managers may purchase a security in one account while appropriately selling that same security in another account. Similarly, the Portfolio Managers may purchase the same security for FSLF and one or more other accounts at or about the same time. In those instances, the other accounts will have access to their respective holdings prior to the public disclosure of FSLF’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees the Adviser receives for managing FSLF. Some Portfolio Managers are eligible to receive incentive payments from the Adviser. Because such incentive payments paid to the Portfolio Managers are tied to revenues earned by the Adviser and such affiliates, the incentives associated with any given account may be significantly higher than those associated with other accounts managed by a given Portfolio Manager, including FSLF. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts.
Conflicts could also arise from the involvement of the Adviser and its affiliated entities (“Affiliates”) in other activities that may conflict with those of FSLF. Affiliates of the Adviser engage in a broad spectrum of activities. In the ordinary course of their business activities, Affiliates may engage in activities where the interests of the Affiliates or the interests of their clients may conflict with the interests of FSLF. Other present and future activities of the Affiliates may give rise to additional conflicts of interest which may have a negative impact on FSLF. In addition, the Portfolio Managers or other management team members of the Adviser serve or may serve as portfolio managers or management team members of entities that operate in the same or a related line of business, or of accounts sponsored or managed by the Affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of FSLF.
In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, certain members of the Adviser and its Affiliates have implemented certain policies and procedures that could restrict opportunities available to FSLF. For example, the Adviser and the Affiliates may come into possession of material non-public information with respect to companies in which the Adviser may be considering making an investment or companies that are the Adviser’s and its Affiliates’ advisory clients. As a consequence, that information, which could be of benefit to FSLF, could also restrict FSLF’s activities and the investment opportunity may be unavailable to FSLF. Additionally, the terms of confidentiality or other agreements with or related to companies in which any account managed by the Adviser has or has considered making an investment or which is otherwise an advisory client of the Adviser and its Affiliates may restrict or otherwise limit the ability of the Adviser to direct investments in such companies.
The Adviser or its Affiliates may participate on creditors’ committees with respect to the bankruptcy, restructuring or workout of issuers. In such circumstances, the Adviser may take positions on behalf of itself and other accounts and clients that are adverse to the interest of other clients, including FSLF. As a result of such participation, the Adviser may be restricted in trading in such issuers or securities of said issuers on behalf of FSLF.
The Investment Company Act of 1940, as amended (“1940 Act”), also prohibits certain “joint” transactions with certain Affiliates, which could include making investments in the same portfolio company (whether at the same or different times). As a result of these restrictions, the Adviser may be prohibited in some cases from buying or selling any security directly from or to any portfolio company of a fund managed by an Affiliate. These limitations may limit the scope of investment opportunities that would otherwise be available to FSLF.
All of the transactions described above involve the potential for conflicts of interest between the Adviser (or its employees, including the Portfolio Managers) and FSLF. The Investment Advisers Act of 1940, as amended, and the 1940 Act impose certain requirements designed to mitigate the possibility of conflicts of interest between an investment adviser and its clients. In some cases, transactions may be permitted subject to fulfillment of certain conditions. Certain other transactions may be prohibited. The Adviser has instituted policies and procedures designed to prevent conflicts of interest from arising and, when they do arise, to ensure that it effects transactions for clients in a manner that is consistent with the Adviser’s fiduciary duty to FSLF and in accordance with applicable law. The Adviser seeks to ensure that potential or actual conflicts of interest are appropriately resolved taking into consideration the overriding best interest of the applicable client account.
(a)(3) | Compensation Structure of Portfolio Manager(s) or Management Team Members |
The Portfolio Managers are employed by the Adviser. The Adviser offers all investment professionals the opportunity to receive a performance bonus, in addition to their annual salary, which is based in part on the performance of firm overall, rather than specific accounts.
The Portfolio Managers are evaluated based on a set of objective performance criteria where a numerical scoring framework is applied. Annual investment performance is a significant component of that score, with the contribution amount varied pursuant to the Portfolio Manager’s experience and seniority. In addition, management finds it valuable and fair to look at all decisions made, not simply the ones that resulted in assets entering or leaving the portfolios. In addition to the Portfolio Manager’s salary and annual bonus, the Adviser offers employees significant benefits. Benefits include 401k company matching, health, dental, disability and life insurance coverage as well as paid vacation time.
Generally, the Portfolio Managers are offered compensation levels that are viewed as competitive within the investment industry and benchmarked to industry data. Specifically, the professional staff is compensated with a base salary in addition to a yearly bonus that is based on company, group and individual performance. The intent of this compensation plan is the long term alignment of interests between the investment team and our clients over a multi-year period. Relative outperformance and client satisfaction over time will often lead to improved fund flows and thus a more robust bonus pool.
(a)(4) | Disclosure of Securities Ownership |
For the most recently completed fiscal year please provide beneficial ownership of shares of the registrant by each Portfolio Manager or Management Team Member. Please note that this information will only be provided in a dollar range of each individual’s holdings in each investment portfolio (none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; $100,001 to $500,000; $500,001 to $1,000,000; or over $1,000,000).
"Beneficial ownership" should be determined in accordance with rule 16a-1(a)(2) under the Exchange Act (17 CFR 240.16a-1(a)(2)).
Name of Portfolio Manager
or Team Member |
Dollar ($) Range of Fund Shares Beneficially Owned* |
|||
James R. Fellows | $500,001-$1,000,000 | |||
Robert J. Hickey | $50,001-$100,000 | |||
Brian J. Murphy | $50,001-$100,000 | |||
Steven F. Krull | $10,001-$50,000 |
* Information as of December 31, 2020.
(b) | Not applicable. |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
(a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(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 (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that have materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
The registrant did not engage in any securities lending activity during the fiscal period reported on this Form N-CSR.
Item 13. Exhibits.
(a)(1) | Code of ethics – see Item 2. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) | Not applicable. |
(a)(4) | Not applicable. |
(b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | FIRST EAGLE SENIOR LOAN FUND |
By (Signature and Title)* | /s/ Robert J. Hickey | |
Robert J. Hickey, President and Principal Executive Officer | ||
(principal executive officer) |
Date | 3/8/21 |
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 (Signature and Title)* | /s/ Robert J. Hickey | |
Robert J. Hickey, President and Principal Executive Officer | ||
(principal executive officer) |
Date | 3/8/21 |
By (Signature and Title)* | /s/ Jennifer Wilson | |
Jennifer Wilson, Treasurer, Principal Financial Officer, Principal | ||
Accounting Officer and Secretary | ||
(principal financial officer) |
Date | 3/8/21 |
* Print the name and title of each signing officer under his or her signature.
1 Year First Eagle Senior Loan Chart |
1 Month First Eagle Senior Loan Chart |
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