LMP Capital and Income Fund (NYSE: SCD) trails benchmarks, boosts assets with rights offering
LMP Capital and Income Fund Inc. (SCD) reported a challenging year for the 12 months ended November 30, 2025. The Fund returned -3.59% based on net asset value and -9.23% based on its NYSE market price, well behind its blended Composite Index at 11.82% and the S&P 500 at 15.00%.
The Fund maintained its managed distribution policy, paying $1.42 per share over the year via a fixed $0.1200 monthly distribution, which can include net investment income, capital gains and return of capital. Net investment income was $3.9 million, while realized gains of $46.5 million were offset by $51.2 million of unrealized losses, producing a small operating loss.
To support asset growth and liquidity, the Fund completed a sizable transferable rights offering, issuing 5,714,415 new common shares and raising about $86.9 million of gross proceeds, and also sold additional shares via an equity shelf program. At year-end, net assets were $378.1 million with a $16.51 NAV, supported by $80 million of borrowings under a margin loan facility. The portfolio remained diversified, tilted toward information technology, financials, industrials, MLPs and health care, with top holdings including Marvell Technology, Apple, Broadcom, Alphabet and NextEra Energy.
Positive
- None.
Negative
- None.
Insights
SCD lagged its benchmarks, expanded equity via a large rights offering, and continues using leverage to support a high managed payout.
LMP Capital and Income Fund Inc. delivered a -3.59% NAV total return versus 11.82% for its Composite Index and 15.00% for the S&P 500 for the year ended
The Fund sustained a managed distribution of $0.1200 per month, totaling
Capital structure shifted as a transferable rights offering added 5,714,415 shares and roughly
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21467
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: November 30
Date of reporting period:
| ITEM 1. | REPORT TO STOCKHOLDERS |
(a) The Report to Shareholders is filed herewith

CAPITAL AND INCOME
FUND INC. (SCD)

The Fund may invest in a broad range of equity and fixed income securities of both U.S. and foreign issuers. The Fund will vary its allocation between equity and fixed income securities depending on the investment manager’s view of economic, market or political conditions, fiscal and monetary policy and security valuation.
|
Letter
from the president |
III
|
|
Fund
overview |
1
|
|
Fund
at a glance |
7
|
|
Fund
performance |
8
|
|
Schedule
of investments |
10
|
|
Statement
of assets and liabilities |
20
|
|
Statement
of operations |
21
|
|
Statements
of changes in net assets |
22
|
|
Statement
of cash flows |
23
|
|
Financial
highlights |
24
|
|
Notes
to financial statements |
27
|
|
Report
of independent registered public accounting firm
|
39
|
|
Additional
information |
40
|
|
Annual
chief executive officer and principal financial officer certifications |
46
|
|
Other
shareholder communications regarding accounting matters |
47
|
|
Important
information to shareholders |
48
|
|
Summary
of information regarding the Fund |
51
|
|
Dividend
reinvestment plan |
69
|
|
Important
tax information |
71
|
II

President and Chief Executive Officer
III
1
2
|
Performance
Snapshot as of November 30, 2025
| |
|
Price
Per Share |
12-Month
Total
Return** |
|
$16.51
(NAV) |
-3.59
%† |
|
$14.80
(Market Price) |
-9.23
%‡ |
3
Portfolio Manager
ClearBridge Investments, LLC
Portfolio Manager
ClearBridge Investments, LLC
Western Asset Management Company, LLC
(Fixed Income Portion)
4
5
6
7
|
Net
Asset Value | |
|
Average
annual total returns1
|
|
|
Twelve
Months Ended 11/30/25 |
-3.59
% |
|
Five
Years Ended 11/30/25 |
13.50
|
|
Ten
Years Ended 11/30/25 |
9.70
|
|
Cumulative
total returns1
|
|
|
11/30/15
through 11/30/25 |
152.44
% |
|
Market
Price | |
|
Average
annual total returns2
|
|
|
Twelve
Months Ended 11/30/25 |
-9.23
% |
|
Five
Years Ended 11/30/25 |
15.21
|
|
Ten
Years Ended 11/30/25 |
11.36
|
|
Cumulative
total returns2
|
|
|
11/30/15
through 11/30/25 |
193.20
% |
|
1
|
Assumes
the reinvestment of all distributions, including returns of capital, if any, at net asset value. |
|
2
|
Assumes
the reinvestment of all distributions, including returns of capital, if any, in additional shares in
accordance
with the Fund’s Dividend Reinvestment Plan. |
8
9
|
Security
|
|
|
|
Shares
|
Value
|
|
Common
Stocks — 94.1% | |||||
|
Communication
Services — 5.6% | |||||
|
Interactive
Media & Services — 4.3% | |||||
|
Alphabet
Inc., Class A Shares |
33,277
|
$10,654,630
(a)
| |||
|
Meta
Platforms Inc., Class A Shares |
8,823
|
5,716,863
| |||
|
Total
Interactive Media & Services |
16,371,493
| ||||
|
Wireless
Telecommunication Services — 1.3% | |||||
|
T-Mobile
US Inc. |
22,574
|
4,718,192
(a)
| |||
|
| |||||
|
Total
Communication Services |
21,089,685
| ||||
|
Consumer
Discretionary — 2.1% | |||||
|
Household
Durables — 2.1% | |||||
|
Lennar
Corp., Class A Shares |
60,083
|
7,888,898
(a)
| |||
|
| |||||
|
Consumer
Staples — 7.3% | |||||
|
Beverages
— 2.4% | |||||
|
Coca-Cola
Co. |
65,027
|
4,754,774
(a)
| |||
|
PepsiCo
Inc. |
28,536
|
4,244,445
(a)
| |||
|
Total
Beverages |
8,999,219
| ||||
|
Consumer
Staples Distribution & Retail — 1.5% | |||||
|
Walmart
Inc. |
52,056
|
5,752,708
(a)
| |||
|
Food
Products — 1.5% | |||||
|
McCormick
& Co. Inc., Non Voting Shares |
81,154
|
5,476,272
(a)
| |||
|
Household
Products — 1.9% | |||||
|
Colgate-Palmolive
Co. |
47,764
|
3,839,748
(a)
| |||
|
Procter
& Gamble Co. |
23,579
|
3,493,465
(a)
| |||
|
Total
Household Products |
7,333,213
| ||||
|
| |||||
|
Total
Consumer Staples |
27,561,412
| ||||
|
Energy
— 9.1% | |||||
|
Oil,
Gas & Consumable Fuels — 9.1% | |||||
|
Cheniere
Energy Inc. |
11,449
|
2,386,658
| |||
|
Enbridge
Inc. |
73,934
|
3,606,501
(a)
| |||
|
Kinder
Morgan Inc. |
171,150
|
4,675,818
(a)
| |||
|
ONEOK
Inc. |
92,972
|
6,770,221
(a)
| |||
|
SunocoCorp
LLC |
81,658
|
4,308,276
*(a)
| |||
|
Targa
Resources Corp. |
13,000
|
2,279,030
| |||
|
TC
Energy Corp. |
92,708
|
5,072,982
(a)
| |||
|
Williams
Cos. Inc. |
89,801
|
5,471,575
(a)
| |||
|
| |||||
|
Total
Energy |
34,571,061
| ||||
|
Financials
— 12.6% | |||||
|
Banks
— 6.1% | |||||
|
Bank
of America Corp. |
129,907
|
6,969,511
(a)
| |||
10
|
Security
|
|
|
|
Shares
|
Value
|
|
| |||||
|
Banks
— continued | |||||
|
Citigroup
Inc. |
68,161
|
$7,061,480
(a)
| |||
|
JPMorgan
Chase & Co. |
28,805
|
9,018,269
(a)
| |||
|
Total
Banks |
23,049,260
| ||||
|
Capital
Markets — 5.3% | |||||
|
Blackstone
Inc. |
36,720
|
5,376,543
(a)
| |||
|
Blue
Owl Capital Inc. |
300,680
|
4,510,200
(a)
| |||
|
Charles
Schwab Corp. |
33,684
|
3,123,517
(a)
| |||
|
Goldman
Sachs Group Inc. |
4,252
|
3,512,322
(a)
| |||
|
Intercontinental
Exchange Inc. |
22,617
|
3,557,654
(a)
| |||
|
Total
Capital Markets |
20,080,236
| ||||
|
Insurance
— 1.2% | |||||
|
MetLife
Inc. |
61,852
|
4,735,389
(a)
| |||
|
| |||||
|
Total
Financials |
47,864,885
| ||||
|
Health
Care — 9.5% | |||||
|
Biotechnology
— 2.5% | |||||
|
AbbVie
Inc. |
30,690
|
6,988,113
(a)
| |||
|
Amgen
Inc. |
7,298
|
2,521,167
| |||
|
Total
Biotechnology |
9,509,280
| ||||
|
Health
Care Providers & Services — 1.9% | |||||
|
McKesson
Corp. |
8,183
|
7,210,205
| |||
|
Pharmaceuticals
— 5.1% | |||||
|
Eli
Lilly & Co. |
2,888
|
3,105,957
| |||
|
Johnson
& Johnson |
14,456
|
2,991,236
(a)
| |||
|
Merck
& Co. Inc. |
56,499
|
5,922,790
(a)
| |||
|
Roche
Holding AG, ADR |
150,289
|
7,188,323
| |||
|
Total
Pharmaceuticals |
19,208,306
| ||||
|
| |||||
|
Total
Health Care |
35,927,791
| ||||
|
Industrials
— 11.3% | |||||
|
Aerospace
& Defense — 4.5% | |||||
|
L3Harris
Technologies Inc. |
26,059
|
7,262,383
(a)
| |||
|
Lockheed
Martin Corp. |
7,419
|
3,396,863
(a)
| |||
|
Northrop
Grumman Corp. |
11,034
|
6,314,207
| |||
|
Total
Aerospace & Defense |
16,973,453
| ||||
|
Electrical
Equipment — 3.2% | |||||
|
Eaton
Corp. PLC |
15,790
|
5,461,603
(a)
| |||
|
Emerson
Electric Co. |
49,222
|
6,565,230
(a)
| |||
|
Total
Electrical Equipment |
12,026,833
| ||||
|
Ground
Transportation — 2.0% | |||||
|
Union
Pacific Corp. |
32,039
|
7,427,601
(a)
| |||
11
|
Security
|
|
|
|
Shares
|
Value
|
|
| |||||
|
Industrial
Conglomerates — 0.7% | |||||
|
Honeywell
International Inc. |
14,552
|
$2,796,749
(a)
| |||
|
Machinery
— 0.9% | |||||
|
Otis
Worldwide Corp. |
38,722
|
3,440,450
(a)
| |||
|
| |||||
|
Total
Industrials |
42,665,086
| ||||
|
Information
Technology — 20.0% | |||||
|
Electronic
Equipment, Instruments & Components — 0.8% | |||||
|
Amphenol
Corp., Class A Shares |
20,266
|
2,855,479
(a)
| |||
|
Semiconductors
& Semiconductor Equipment — 10.5% | |||||
|
ASML
Holding NV, Registered Shares |
3,807
|
4,035,420
(a)
| |||
|
Broadcom
Inc. |
27,802
|
11,203,094
(a)
| |||
|
Marvell
Technology Inc. |
179,247
|
16,024,682
| |||
|
QUALCOMM
Inc. |
49,264
|
8,280,786
(a)
| |||
|
Total
Semiconductors & Semiconductor Equipment |
39,543,982
| ||||
|
Software
— 5.6% | |||||
|
Microsoft
Corp. |
15,184
|
7,470,680
(a)
| |||
|
Oracle
Corp. |
42,070
|
8,496,036
(a)
| |||
|
Salesforce
Inc. |
22,957
|
5,292,507
(a)
| |||
|
Total
Software |
21,259,223
| ||||
|
Technology
Hardware, Storage & Peripherals — 3.1% | |||||
|
Apple
Inc. |
42,622
|
11,885,145
(a)
| |||
|
| |||||
|
Total
Information Technology |
75,543,829
| ||||
|
Materials
— 1.2% | |||||
|
Metals
& Mining — 1.2% | |||||
|
Freeport-McMoRan
Inc. |
111,035
|
4,772,284
(a)
| |||
|
| |||||
|
Real
Estate — 9.5% | |||||
|
Industrial
REITs — 1.2% | |||||
|
Prologis
Inc. |
36,416
|
4,680,548
(a)
| |||
|
Residential
REITs — 3.9% | |||||
|
American
Homes 4 Rent, Class A Shares |
154,725
|
4,969,767
(a)
| |||
|
Equity
LifeStyle Properties Inc. |
107,616
|
6,765,818
(a)
| |||
|
Equity
Residential |
48,041
|
2,966,532
(a)
| |||
|
Total
Residential REITs |
14,702,117
| ||||
|
Retail
REITs — 0.6% | |||||
|
Agree
Realty Corp. |
30,033
|
2,259,082
(a)
| |||
|
Specialized
REITs — 3.8% | |||||
|
American
Tower Corp. |
26,799
|
4,857,855
(a)
| |||
|
Digital
Realty Trust Inc. |
14,773
|
2,365,453
| |||
|
Equinix
Inc. |
2,766
|
2,083,655
(a)
| |||
12
|
Security
|
|
|
|
Shares
|
Value
|
|
| |||||
|
Specialized
REITs — continued | |||||
|
VICI
Properties Inc. |
170,000
|
$4,899,400
(a)
| |||
|
Total
Specialized REITs |
14,206,363
| ||||
|
| |||||
|
Total
Real Estate |
35,848,110
| ||||
|
Utilities
— 5.9% | |||||
|
Electric
Utilities — 5.3% | |||||
|
NextEra
Energy Inc. |
119,519
|
10,313,295
(a)
| |||
|
PPL
Corp. |
259,807
|
9,586,878
(a)
| |||
|
Total
Electric Utilities |
19,900,173
| ||||
|
Gas
Utilities — 0.6% | |||||
|
Atmos
Energy Corp. |
13,849
|
2,442,548
| |||
|
| |||||
|
Total
Utilities |
22,342,721
| ||||
|
Total
Common Stocks (Cost — $277,369,167) |
356,075,762
| ||||
|
|
|
|
|
Shares/Units
|
|
|
Master
Limited Partnerships — 10.1% | |||||
|
Diversified
Energy Infrastructure — 5.9% | |||||
|
Energy
Transfer LP |
467,937
|
7,819,227
(a)
| |||
|
Enterprise
Products Partners LP |
267,623
|
8,761,977
(a)
| |||
|
Plains
GP Holdings LP, Class A Shares |
302,889
|
5,615,562
*(a)
| |||
|
Total
Diversified Energy Infrastructure |
22,196,766
| ||||
|
Gathering/Processing
— 0.6% | |||||
|
Western
Midstream Partners LP |
56,000
|
2,202,480
| |||
|
Oil/Refined
Products — 2.1% | |||||
|
CrossAmerica
Partners LP |
135,864
|
2,771,625
(a)
| |||
|
MPLX
LP |
99,696
|
5,416,484
(a)
| |||
|
Total
Oil/Refined Products |
8,188,109
| ||||
|
Petrochemicals
— 1.5% | |||||
|
Westlake
Chemical Partners LP |
302,583
|
5,736,974
(a)
| |||
|
| |||||
|
Total
Master Limited Partnerships (Cost — $15,720,713) |
38,324,329
| ||||
|
|
|
Rate
|
|
Shares
|
|
|
Convertible
Preferred Stocks — 9.7% | |||||
|
Financials
— 4.5% | |||||
|
Capital
Markets — 2.7% | |||||
|
Ares
Management Corp., Non Voting Shares |
6.750%
|
|
103,815
|
5,154,415
| |
|
KKR
& Co. Inc. |
6.250%
|
|
101,017
|
5,002,362
| |
|
Total
Capital Markets |
10,156,777
| ||||
|
Financial
Services — 1.8% | |||||
|
Apollo
Global Management Inc. |
6.750%
|
|
100,142
|
6,927,823
| |
|
| |||||
|
Total
Financials |
17,084,600
| ||||
13
|
Security
|
|
Rate
|
|
Shares
|
Value
|
|
| |||||
|
Industrials
— 3.3% | |||||
|
Aerospace
& Defense — 1.9% | |||||
|
Boeing
Co. |
6.000%
|
|
114,383
|
$7,231,293
| |
|
Trading
Companies & Distributors — 1.4% | |||||
|
QXO
Inc., Non Voting Shares |
5.500%
|
|
99,223
|
5,326,291
| |
|
| |||||
|
Total
Industrials |
12,557,584
| ||||
|
Information
Technology — 1.9% | |||||
|
Technology
Hardware, Storage & Peripherals — 1.9% | |||||
|
Hewlett
Packard Enterprise Co. |
7.625%
|
|
113,095
|
6,916,890
| |
|
| |||||
|
Total
Convertible Preferred Stocks (Cost — $35,213,745) |
36,559,074
| ||||
|
|
|
|
Maturity
Date
|
Face
Amount
|
|
|
Corporate
Bonds & Notes — 4.4% | |||||
|
Communication
Services — 0.6% | |||||
|
Entertainment
— 0.3% | |||||
|
Netflix
Inc., Senior Notes |
5.375%
|
11/15/29
|
$400,000
|
419,362
(b)
| |
|
Walt
Disney Co., Senior Notes |
2.000%
|
9/1/29
|
600,000
|
560,779
| |
|
Warnermedia
Holdings Inc., Senior Notes |
4.279%
|
3/15/32
|
20,000
|
18,300
| |
|
Warnermedia
Holdings Inc., Senior Notes |
5.050%
|
3/15/42
|
20,000
|
16,016
| |
|
Total
Entertainment |
1,014,457
| ||||
|
Interactive
Media & Services — 0.0%†† | |||||
|
Match
Group Holdings II LLC, Senior Notes |
3.625%
|
10/1/31
|
250,000
|
229,645
(b)
| |
|
Media
— 0.2% | |||||
|
AMC
Networks Inc., Senior Secured Notes |
10.250%
|
1/15/29
|
30,000
|
31,498
(b)
| |
|
Comcast
Corp., Senior Notes |
4.250%
|
10/15/30
|
550,000
|
551,488
| |
|
Fox
Corp., Senior Notes |
6.500%
|
10/13/33
|
20,000
|
22,168
| |
|
Versant
Media Group Inc., Senior Secured
Notes
|
7.250%
|
1/30/31
|
30,000
|
30,843
(b)
| |
|
Total
Media |
635,997
| ||||
|
Wireless
Telecommunication Services — 0.1% | |||||
|
T-Mobile
USA Inc., Senior Notes |
3.875%
|
4/15/30
|
500,000
|
492,632
| |
|
| |||||
|
Total
Communication Services |
2,372,731
| ||||
|
Consumer
Discretionary — 0.7% | |||||
|
Automobile
Components — 0.1% | |||||
|
American
Axle & Manufacturing Inc., Senior
Secured
Notes |
6.375%
|
10/15/32
|
40,000
|
40,276
(b)
| |
|
ZF
North America Capital Inc., Senior Notes |
6.750%
|
4/23/30
|
150,000
|
146,068
(b)
| |
|
Total
Automobile Components |
186,344
| ||||
|
Automobiles
— 0.2% | |||||
|
Ford
Motor Co., Senior Notes |
3.250%
|
2/12/32
|
550,000
|
483,345
| |
14
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Automobiles
— continued | |||||
|
General
Motors Financial Co. Inc., Senior Notes |
4.350%
|
1/17/27
|
$250,000
|
$250,389
| |
|
Total
Automobiles |
733,734
| ||||
|
Broadline
Retail — 0.1% | |||||
|
Amazon.com
Inc., Senior Notes |
2.100%
|
5/12/31
|
550,000
|
498,033
| |
|
Hotels,
Restaurants & Leisure — 0.2% | |||||
|
Carnival
Corp., Senior Notes |
5.125%
|
5/1/29
|
50,000
|
50,450
(b)
| |
|
Carnival
Corp., Senior Notes |
6.125%
|
2/15/33
|
210,000
|
216,450
(b)
| |
|
Las
Vegas Sands Corp., Senior Notes |
5.625%
|
6/15/28
|
10,000
|
10,230
| |
|
Las
Vegas Sands Corp., Senior Notes |
6.000%
|
6/14/30
|
290,000
|
304,384
| |
|
Viking
Cruises Ltd., Senior Notes |
5.875%
|
10/15/33
|
140,000
|
142,357
(b)
| |
|
Total
Hotels, Restaurants & Leisure |
723,871
| ||||
|
Specialty
Retail — 0.1% | |||||
|
Home
Depot Inc., Senior Notes |
2.700%
|
4/15/30
|
300,000
|
284,296
| |
|
| |||||
|
Total
Consumer Discretionary |
2,426,278
| ||||
|
Consumer
Staples — 0.1% | |||||
|
Personal
Care Products — 0.1% | |||||
|
Kenvue
Inc., Senior Notes |
4.900%
|
3/22/33
|
400,000
|
410,356
| |
|
| |||||
|
Financials
— 1.4% | |||||
|
Banks
— 0.9% | |||||
|
Bank
of America Corp., Senior Notes (5.015%
to
7/22/32 then SOFR + 2.160%) |
5.015%
|
7/22/33
|
600,000
|
617,508
(c)
| |
|
BNP
Paribas SA, Senior Notes (5.894% to
12/5/33
then SOFR + 1.866%) |
5.894%
|
12/5/34
|
250,000
|
268,018
(b)(c)
| |
|
Citigroup
Inc., Subordinated Notes (6.174% to
5/25/33
then SOFR + 2.661%) |
6.174%
|
5/25/34
|
700,000
|
748,146
(c)
| |
|
JPMorgan
Chase & Co., Subordinated Notes
(5.717%
to 9/14/32 then SOFR + 2.580%) |
5.717%
|
9/14/33
|
700,000
|
747,494
(c)
| |
|
Truist
Financial Corp., Senior Notes (5.711% to
1/24/34
then SOFR + 1.922%) |
5.711%
|
1/24/35
|
300,000
|
317,383
(c)
| |
|
Wells
Fargo & Co., Senior Notes (4.897% to
7/25/32
then SOFR + 2.100%) |
4.897%
|
7/25/33
|
500,000
|
511,614
(c)
| |
|
Total
Banks |
3,210,163
| ||||
|
Capital
Markets — 0.0%†† | |||||
|
StoneX
Escrow Issuer LLC, Secured Notes |
6.875%
|
7/15/32
|
30,000
|
31,078
(b)
| |
|
Consumer
Finance — 0.2% | |||||
|
American
Express Co., Senior Notes (5.043% to
5/1/33
then SOFR + 1.835%) |
5.043%
|
5/1/34
|
500,000
|
516,432
(c)
| |
|
EZCORP
Inc., Senior Notes |
7.375%
|
4/1/32
|
30,000
|
31,526
(b)
| |
|
Total
Consumer Finance |
547,958
| ||||
15
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Financial
Services — 0.3% | |||||
|
AerCap
Ireland Capital DAC/AerCap Global
Aviation
Trust, Senior Notes |
3.300%
|
1/30/32
|
$300,000
|
$277,976
| |
|
AerCap
Ireland Capital DAC/AerCap Global
Aviation
Trust, Senior Notes |
5.000%
|
11/15/35
|
700,000
|
696,185
| |
|
Block
Inc., Senior Notes |
6.000%
|
8/15/33
|
50,000
|
51,426
(b)
| |
|
Jane
Street Group/JSG Finance Inc., Senior
Secured
Notes |
6.750%
|
5/1/33
|
140,000
|
146,538
(b)
| |
|
Rocket
Cos. Inc., Senior Notes |
6.125%
|
8/1/30
|
40,000
|
41,554
(b)
| |
|
Total
Financial Services |
1,213,679
| ||||
|
Insurance
— 0.0%†† | |||||
|
APH
Somerset Investor 2 LLC/APH2 Somerset
Investor
2 LLC/APH3 Somerset Investor 2 LLC,
Senior
Notes |
7.875%
|
11/1/29
|
50,000
|
50,468
(b)
| |
|
Mortgage
Real Estate Investment Trusts (REITs) — 0.0%†† | |||||
|
Arbor
Realty SR Inc., Senior Notes |
7.875%
|
7/15/30
|
40,000
|
40,190
(b)
| |
|
Ladder
Capital Finance Holdings LLLP/Ladder
Capital
Finance Corp., Senior Notes |
7.000%
|
7/15/31
|
80,000
|
84,870
(b)
| |
|
Total
Mortgage Real Estate Investment Trusts (REITs) |
125,060
| ||||
|
| |||||
|
Total
Financials |
5,178,406
| ||||
|
Health
Care — 0.7% | |||||
|
Biotechnology
— 0.2% | |||||
|
Amgen
Inc., Senior Notes |
5.250%
|
3/2/33
|
550,000
|
573,408
| |
|
Health
Care Providers & Services — 0.3% | |||||
|
Cigna
Group, Senior Notes |
2.400%
|
3/15/30
|
348,000
|
323,610
| |
|
CVS
Health Corp., Senior Notes |
3.750%
|
4/1/30
|
600,000
|
586,128
| |
|
HCA
Inc., Senior Notes |
5.625%
|
9/1/28
|
400,000
|
413,136
| |
|
Total
Health Care Providers & Services |
1,322,874
| ||||
|
Pharmaceuticals
— 0.2% | |||||
|
Pfizer
Investment Enterprises Pte Ltd., Senior
Notes
|
4.750%
|
5/19/33
|
550,000
|
560,927
| |
|
Teva
Pharmaceutical Finance Netherlands III
BV,
Senior Notes |
6.000%
|
12/1/32
|
200,000
|
210,128
| |
|
Total
Pharmaceuticals |
771,055
| ||||
|
| |||||
|
Total
Health Care |
2,667,337
| ||||
|
Industrials
— 0.5% | |||||
|
Aerospace
& Defense — 0.2% | |||||
|
AAR
Escrow Issuer LLC, Senior Notes |
6.750%
|
3/15/29
|
50,000
|
51,932
(b)
| |
|
Axon
Enterprise Inc., Senior Notes |
6.250%
|
3/15/33
|
20,000
|
20,815
(b)
| |
|
Northrop
Grumman Corp., Senior Notes |
4.750%
|
6/1/43
|
500,000
|
466,560
| |
16
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Aerospace
& Defense — continued | |||||
|
Total
Aerospace & Defense |
539,307
| ||||
|
Building
Products — 0.0%†† | |||||
|
Builders
FirstSource Inc., Senior Notes |
6.750%
|
5/15/35
|
$50,000
|
$52,797
(b)
| |
|
Quikrete
Holdings Inc., Senior Secured Notes |
6.375%
|
3/1/32
|
20,000
|
20,785
(b)
| |
|
Total
Building Products |
73,582
| ||||
|
Commercial
Services & Supplies — 0.0%†† | |||||
|
CoreCivic
Inc., Senior Notes |
8.250%
|
4/15/29
|
80,000
|
84,573
| |
|
Deluxe
Corp., Senior Secured Notes |
8.125%
|
9/15/29
|
30,000
|
31,638
(b)
| |
|
Total
Commercial Services & Supplies |
116,211
| ||||
|
Construction
& Engineering — 0.0%†† | |||||
|
AECOM,
Senior Notes |
6.000%
|
8/1/33
|
80,000
|
82,297
(b)
| |
|
Ground
Transportation — 0.1% | |||||
|
XPO
Inc., Senior Secured Notes |
6.250%
|
6/1/28
|
350,000
|
357,812
(b)
| |
|
Trading
Companies & Distributors — 0.2% | |||||
|
Herc
Holdings Inc., Senior Notes |
7.250%
|
6/15/33
|
60,000
|
63,566
(b)
| |
|
QXO
Building Products Inc., Senior Secured
Notes
|
6.750%
|
4/30/32
|
60,000
|
62,809
(b)
| |
|
United
Rentals North America Inc., Senior
Notes
|
3.750%
|
1/15/32
|
440,000
|
413,781
| |
|
Total
Trading Companies & Distributors |
540,156
| ||||
|
| |||||
|
Total
Industrials |
1,709,365
| ||||
|
Information
Technology — 0.1% | |||||
|
IT
Services — 0.1% | |||||
|
APLD
ComputeCo LLC, Senior Secured Notes |
9.250%
|
12/15/30
|
30,000
|
28,987
(b)
| |
|
Shift4
Payments LLC/Shift4 Payments Finance
Sub
Inc., Senior Notes |
6.750%
|
8/15/32
|
150,000
|
156,148
(b)
| |
|
Total
IT Services |
185,135
| ||||
|
Semiconductors
& Semiconductor Equipment — 0.0%†† | |||||
|
Amkor
Technology Inc., Senior Notes |
5.875%
|
10/1/33
|
80,000
|
81,542
(b)
| |
|
Qnity
Electronics Inc., Senior Secured Notes |
5.750%
|
8/15/32
|
50,000
|
51,378
(b)
| |
|
Total
Semiconductors & Semiconductor Equipment |
132,920
| ||||
|
Software
— 0.0%†† | |||||
|
Gen
Digital Inc., Senior Notes |
6.250%
|
4/1/33
|
20,000
|
20,631
(b)
| |
|
Technology
Hardware, Storage & Peripherals — 0.0%†† | |||||
|
Seagate
Data Storage Technology Pte Ltd.,
Senior
Notes |
5.875%
|
7/15/30
|
50,000
|
51,610
(b)
| |
|
| |||||
|
Total
Information Technology |
390,296
| ||||
17
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
| |||||
|
Materials
— 0.2% | |||||
|
Chemicals
— 0.0%†† | |||||
|
Celanese
US Holdings LLC, Senior Notes |
6.750%
|
4/15/33
|
$60,000
|
$59,750
| |
|
Methanex
US Operations Inc., Senior Notes |
6.250%
|
3/15/32
|
50,000
|
51,375
(b)
| |
|
Total
Chemicals |
111,125
| ||||
|
Construction
Materials — 0.0%†† | |||||
|
Standard
Building Solutions Inc., Senior Notes |
6.250%
|
8/1/33
|
50,000
|
51,319
(b)
| |
|
Metals
& Mining — 0.2% | |||||
|
Capstone
Copper Corp., Senior Notes |
6.750%
|
3/31/33
|
80,000
|
83,050
(b)
| |
|
Freeport-McMoRan
Inc., Senior Notes |
5.450%
|
3/15/43
|
500,000
|
487,310
| |
|
Glencore
Funding LLC, Senior Notes |
5.673%
|
4/1/35
|
160,000
|
168,352
(b)
| |
|
Total
Metals & Mining |
738,712
| ||||
|
| |||||
|
Total
Materials |
901,156
| ||||
|
Real
Estate — 0.0%†† | |||||
|
Real
Estate Management & Development — 0.0%†† | |||||
|
Forestar
Group Inc., Senior Notes |
6.500%
|
3/15/33
|
60,000
|
61,810
(b)
| |
|
Specialized
REITs — 0.0%†† | |||||
|
Millrose
Properties Inc., Senior Notes |
6.375%
|
8/1/30
|
60,000
|
61,253
(b)
| |
|
Millrose
Properties Inc., Senior Notes |
6.250%
|
9/15/32
|
10,000
|
10,122
(b)
| |
|
Total
Specialized REITs |
71,375
| ||||
|
| |||||
|
Total
Real Estate |
133,185
| ||||
|
Utilities
— 0.1% | |||||
|
Electric
Utilities — 0.1% | |||||
|
NRG
Energy Inc., Senior Notes |
6.000%
|
1/15/36
|
90,000
|
91,460
(b)
| |
|
Pacific
Gas and Electric Co., First Mortgage
Bonds
|
5.800%
|
5/15/34
|
270,000
|
281,821
| |
|
Total
Electric Utilities |
373,281
| ||||
|
Independent
Power and Renewable Electricity Producers — 0.0%†† | |||||
|
Lightning
Power LLC, Senior Secured Notes |
7.250%
|
8/15/32
|
100,000
|
106,200
(b)
| |
|
| |||||
|
Total
Utilities |
479,481
| ||||
|
Total
Corporate Bonds & Notes (Cost — $16,142,038) |
16,668,591
| ||||
|
|
|
|
|
Shares
|
|
|
Investments
in Underlying Funds — 1.8% | |||||
|
Ares
Capital Corp. (Cost — $6,130,027) |
324,407
|
6,689,272
(a)(d)
| |||
18
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount
|
Value
|
|
U.S.
Government & Agency Obligations — 0.1% | |||||
|
U.S.
Government Obligations — 0.1% | |||||
|
U.S.
Treasury Notes (Cost — $346,451) |
3.875%
|
8/15/34
|
$350,000
|
$348,640
| |
|
Total
Investments before Short-Term Investments (Cost — $350,922,141) |
454,665,668
| ||||
|
|
|
|
|
Shares
|
|
|
Short-Term
Investments — 1.6% | |||||
|
Dreyfus
Government Cash Management,
Institutional
Shares |
3.863%
|
|
266,400
|
266,400
(e)
| |
|
JPMorgan
100% U.S. Treasury Securities
Money
Market Fund, Institutional Class |
3.762%
|
|
5,823,279
|
5,823,279
(e)
| |
|
| |||||
|
Total
Short-Term Investments (Cost — $6,089,679) |
6,089,679
| ||||
|
Total
Investments — 121.8% (Cost — $357,011,820) |
460,755,347
| ||||
|
Liabilities
in Excess of Other Assets — (21.8)% |
(82,616,314
) | ||||
|
Total
Net Assets — 100.0% |
$378,139,033
| ||||
|
††
|
Represents
less than 0.1%. |
|
*
|
Non-income
producing security. |
|
(a)
|
All
or a portion of this security is pledged as collateral pursuant to the loan agreement (Note
5). |
|
(b)
|
Security
is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in
transactions
that are exempt from registration, normally to qualified institutional buyers. This security has been
deemed
liquid pursuant to guidelines approved by the Board of Directors. |
|
(c)
|
Variable
rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate
securities
are not based on a published reference rate and spread but are determined by the issuer or agent and
are
based on current market conditions. These securities do not indicate a reference rate and spread in their
description
above. |
|
(d)
|
Security
is a business development company (Note
1). |
|
(e)
|
Rate
shown is one-day yield as of the end of the reporting period.
|
|
Abbreviation(s)
used in this schedule: | ||
|
ADR
|
—
|
American
Depositary Receipts |
|
SOFR
|
—
|
Secured
Overnight Financing Rate |
19
|
Assets:
|
|
|
Investments,
at value (Cost — $357,011,820) |
$460,755,347
|
|
Dividends
and interest receivable |
779,559
|
|
Deferred
offering costs (Note
9) |
225,540
|
|
Prepaid
expenses |
1,943
|
|
Total
Assets |
461,762,389
|
|
Liabilities:
|
|
|
Loan
payable (Note
5) |
80,000,000
|
|
Distributions
payable |
2,748,760
|
|
Investment
management fee payable |
314,746
|
|
Due
to custodian |
297,267
|
|
Interest
expense payable |
32,156
|
|
Directors’
fees payable |
3,023
|
|
Accrued
expenses |
227,404
|
|
Total
Liabilities |
83,623,356
|
|
Total
Net Assets |
$378,139,033
|
|
Net
Assets: |
|
|
Par
value ($0.001 par value; 22,906,336 shares issued and outstanding; 100,000,000 shares
authorized)
|
$22,906
|
|
Paid-in
capital in excess of par value |
243,166,861
|
|
Total
distributable earnings (loss)
|
134,949,266
|
|
Total
Net Assets |
$378,139,033
|
|
Shares
Outstanding |
22,906,336
|
|
Net
Asset Value |
$16.51
|
20
|
Investment
Income: |
|
|
Dividends and distributions
|
$10,871,453
|
|
Interest
|
869,264
|
|
Less:
Foreign taxes withheld |
(75,593
) |
|
Total
Investment Income |
11,665,124
|
|
Expenses:
|
|
|
Interest
expense (Note
5) |
3,707,520
|
|
Investment
management fee (Note
2) |
3,363,424
|
|
Legal
fees |
193,395
|
|
Shareholder
reports |
142,219
|
|
Directors’
fees |
123,542
|
|
Audit
and tax fees |
71,313
|
|
Transfer
agent fees |
50,858
|
|
Fund
accounting fees |
40,362
|
|
Stock
exchange listing fees |
12,497
|
|
Commitment
fees (Note
5) |
5,889
|
|
Custody
fees |
2,590
|
|
Franchise
taxes |
2,347
|
|
Insurance
|
2,144
|
|
Miscellaneous
expenses |
29,418
|
|
Total
Expenses |
7,747,518
|
|
Net
Investment Income |
3,917,606
|
|
Realized
and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions
(Notes
1 and 3): | |
|
Net
Realized Gain (Loss) From: |
|
|
Investment
transactions |
46,467,883
|
|
Foreign
currency transactions |
(910
) |
|
Net
Realized Gain
|
46,466,973
|
|
Change
in Net Unrealized Appreciation (Depreciation) From: |
|
|
Investments
|
(51,204,939
) |
|
Foreign
currencies |
154
|
|
Change
in Net Unrealized Appreciation (Depreciation)
|
(51,204,785
)
|
|
Net
Loss on Investments and Foreign Currency Transactions
|
(4,737,812
)
|
|
Decrease
in Net Assets From Operations |
$(820,206
)
|
21
|
For
the Years Ended November 30, |
2025
|
2024
|
|
Operations:
|
|
|
|
Net
investment income
|
$3,917,606
|
$3,335,626
|
|
Net
realized gain
|
46,466,973
|
35,291,821
|
|
Change
in net unrealized appreciation (depreciation)
|
(51,204,785
) |
48,582,045
|
|
Increase
(Decrease) in Net Assets From Operations |
(820,206
)
|
87,209,492
|
|
Distributions
to Shareholders From (Note
1): |
|
|
|
Total
distributable earnings |
(27,789,960
) |
(23,240,081
) |
|
Decrease
in Net Assets From Distributions to Shareholders |
(27,789,960
)
|
(23,240,081
)
|
|
Fund
Share Transactions: |
|
|
|
Net
proceeds from sale of shares from shelf registration (43,207 and 0
shares
issued, respectively) (Note
8) |
710,553
†
|
—
|
|
Net
proceeds from sale of shares from rights offering (5,714,415 and 0
shares
issued, respectively) (Note
9) |
86,455,209
‡
|
—
|
|
Reinvestment
of distributions (5,469 and 5,451 shares issued, respectively) |
88,817
|
95,938
|
|
Increase
in Net Assets From Fund Share Transactions |
87,254,579
|
95,938
|
|
Increase
in Net Assets |
58,644,413
|
64,065,349
|
|
Net
Assets: |
|
|
|
Beginning
of year |
319,494,620
|
255,429,271
|
|
End
of year |
$378,139,033
|
$319,494,620
|
|
†
|
Net
of sales charges of $5,797 and net of shelf registration offering costs of $2,448 (Note 8). |
|
‡
|
Net
of rights offering costs of $403,899 (Note 9). |
22
|
Increase
(Decrease) in Cash: |
|
|
Cash
Flows from Operating Activities: |
|
|
Net
decrease in net assets resulting from operations |
$(820,206
) |
|
Adjustments
to reconcile net decrease in net assets resulting from operations to net cash
provided
(used) by operating activities: |
|
|
Purchases
of portfolio securities |
(281,428,214
) |
|
Sales
of portfolio securities |
202,442,953
|
|
Net
purchases, sales and maturities of short-term investments |
(285,069
) |
|
Net
amortization of premium (accretion of discount) |
(93,639
) |
|
Return
of capital |
2,532,188
|
|
Securities
litigation proceeds |
1,414
|
|
Increase
in dividends and interest receivable |
(196,404
) |
|
Decrease
in prepaid expenses |
344
|
|
Increase
in deferred offering costs |
(225,540
) |
|
Decrease
in payable for securities purchased |
(30,000
) |
|
Increase
in investment management fee payable |
53,292
|
|
Decrease
in Directors’ fees payable |
(1,804
) |
|
Increase
in interest and commitment fees payable |
12,106
|
|
Increase
in accrued expenses |
24,570
|
|
Net
realized gain on investments |
(46,467,883
) |
|
Change
in net unrealized appreciation (depreciation) of investments |
51,204,939
|
|
Net
Cash Used in Operating Activities* |
(73,276,953
)
|
|
Cash
Flows from Financing Activities: |
|
|
Distributions
paid on common stock (net of distributions payable) |
(26,889,570
) |
|
Proceeds
from loan facility borrowings |
13,000,000
|
|
Increase
in due to custodian |
761
|
|
Net
proceeds from sale of shares from shelf registration |
710,553
|
|
Net
proceeds from sale of shares from rights offering |
86,455,209
|
|
Net
Cash Provided by Financing Activities |
73,276,953
|
|
Cash
and restricted cash at beginning of year |
—
|
|
Cash
and restricted cash at end of year |
—
|
|
*
|
Included
in operating expenses is $3,701,104 paid for interest and commitment fees on borrowings. |
|
|
November
30, 2025 |
|
Cash
|
—
|
|
Restricted
cash |
—
|
|
Total
cash and restricted cash shown in the Statement of Cash Flows |
—
|
|
Non-Cash
Financing Activities: |
|
|
Proceeds
from reinvestment of distributions |
$88,817
|
23
|
For
a share of capital stock outstanding throughout each year ended November 30: | |||||
|
|
20251
|
20241
|
20231
|
20221
|
20211
|
|
Net
asset value, beginning of year |
$18.64
|
$14.90
|
$14.74
|
$15.93
|
$13.12
|
|
Income
(loss) from operations: | |||||
|
Net
investment income |
0.20
|
0.19
|
0.03
|
0.37
|
0.50
|
|
Net
realized and unrealized gain (loss) |
(0.41
) |
4.91
|
1.45
|
(0.55
) |
3.33
|
|
Total
income (loss) from operations |
(0.21)
|
5.10
|
1.48
|
(0.18)
|
3.83
|
|
Less
distributions from: |
|
|
|
|
|
|
Net
investment income |
(0.72
) |
(0.45
) |
(0.33
)3
|
(0.33
) |
(0.52
) |
|
Net
realized gains |
(0.70
) |
(0.91
) |
(0.38
)3
|
—
|
—
|
|
Return
of capital |
—
|
—
|
(0.64
) |
(0.71
) |
(0.52
) |
|
Total
distributions
|
(1.42
)
|
(1.36
)
|
(1.35
)
|
(1.04
)
|
(1.04
)
|
|
|
|
|
|
|
|
|
Anti-dilutive
impact of repurchase plan |
—
|
—
|
0.03
4
|
0.03
4
|
0.02
4
|
|
Dilutive impact of rights offering
|
(0.50
)5
|
—
|
—
|
—
|
—
|
|
Net
asset value, end of year |
$16.51
|
$18.64
|
$14.90
|
$14.74
|
$15.93
|
|
Market
price, end of year |
$14.80
|
$17.83
|
$13.16
|
$13.04
|
$14.27
|
|
Total
return, based on NAV7,8
|
(3.59
)%
|
35.75
%
|
11.18
%
|
(0.71
)%
|
30.38
%
|
|
Total
return, based on Market Price10
|
(9.23
)%
|
47.81
%
|
12.51
%
|
(1.32
)%
|
36.28
%
|
|
Net
assets, end of year (millions)
|
$378
|
$319
|
$255
|
$257
|
$282
|
|
Ratios
to average net assets: | |||||
|
Gross
expenses |
2.39
% |
2.70
% |
2.62
% |
1.67
% |
1.33
% |
|
Net
expenses |
2.39
|
2.70
|
2.62
|
1.67
|
1.33
|
|
Net
investment income |
1.21
|
1.18
|
0.22
|
2.45
|
3.35
|
|
Portfolio
turnover rate |
51
%
|
44
%
|
41
%
|
16
%
|
33
%
|
|
Supplemental
data: |
|
|
|
|
|
|
Loan
Outstanding, End of Year (000s) |
$80,000
|
$67,000
|
$61,000
|
$61,000
|
$61,000
|
|
Asset
Coverage Ratio for Loan Outstanding12
|
573
% |
577
% |
519
% |
521
% |
562
% |
|
Asset
Coverage, per $1,000 Principal Amount of
Loan
Outstanding12
|
$5,727
|
$5,769
|
$5,187
|
$5,205
|
$5,619
|
|
Weighted
Average Loan (000s) |
$71,701
|
$66,672
|
$61,000
|
$61,000
|
$57,663
|
|
Weighted
Average Interest Rate on Loan
|
5.10
% |
6.01
% |
5.60
% |
2.03
% |
0.79
% |
24
|
For
a share of capital stock outstanding throughout each year ended November 30: | |||||
|
|
20201,2
|
20191,2
|
20181,2
|
20171,2
|
20161,2
|
|
Net
asset value, beginning of year |
$15.60
|
$14.24
|
$15.34
|
$15.33
|
$15.31
|
|
Income
(loss) from operations: | |||||
|
Net
investment income |
0.56
|
0.44
|
0.53
|
0.47
|
0.50
|
|
Net
realized and unrealized gain (loss) |
(1.80
) |
2.16
|
(0.39
) |
0.78
|
0.76
|
|
Total
income (loss) from operations |
(1.24)
|
2.60
|
0.14
|
1.25
|
1.26
|
|
Less
distributions from: |
|
|
|
|
|
|
Net
investment income |
(0.46
) |
(0.45
) |
(0.54
) |
(0.57
) |
(0.46
) |
|
Return
of capital |
(0.78
) |
(0.79
) |
(0.70
) |
(0.67
) |
(0.78
) |
|
Total
distributions
|
(1.24
)
|
(1.24
)
|
(1.24
)
|
(1.24
)
|
(1.24
)
|
|
|
|
|
|
|
|
|
Capital
contributions |
0.00
6
|
—
|
—
|
—
|
—
|
|
Net
asset value, end of year |
$13.12
|
$15.60
|
$14.24
|
$15.34
|
$15.33
|
|
Market
price, end of year |
$11.33
|
$14.62
|
$12.42
|
$13.76
|
$13.11
|
|
Total
return, based on NAV7,8
|
(5.82
)%9
|
19.45
%
|
0.99
%
|
8.40
%
|
8.84
%
|
|
Total
return, based on Market Price10
|
(12.83
)%
|
29.56
%
|
(1.04
)%
|
14.47
%
|
12.88
%
|
|
Net
assets, end of year (millions)
|
$236
|
$281
|
$256
|
$276
|
$276
|
|
Ratios
to average net assets: | |||||
|
Gross
expenses |
1.65
% |
2.18
% |
2.18
% |
1.80
% |
1.54
% |
|
Net
expenses |
1.65
11
|
2.11
11
|
2.18
|
1.80
|
1.54
|
|
Net
investment income |
4.40
|
2.98
|
3.62
|
3.00
|
3.38
|
|
Portfolio
turnover rate |
52
%
|
36
%
|
26
%
|
37
%
|
29
%
|
|
Supplemental
data: |
|
|
|
|
|
|
Loan
Outstanding, End of Year (000s) |
$55,000
|
$82,000
|
$90,000
|
$90,000
|
$82,500
|
|
Asset
Coverage Ratio for Loan Outstanding12
|
529
% |
442
% |
384
% |
407
% |
434
% |
|
Asset
Coverage, per $1,000 Principal Amount of
Loan
Outstanding12
|
$5,289
|
$4,421
|
$3,845
|
$4,065
|
$4,343
|
|
Weighted
Average Loan (000s) |
$62,973
|
$82,548
|
$90,000
|
$88,849
|
$75,307
|
|
Weighted
Average Interest Rate on Loan
|
1.44
% |
2.98
% |
2.63
% |
1.72
% |
1.13
% |
25
|
1
|
Per
share amounts have been calculated using the average shares method. |
|
2
|
Audited,
but not covered by the current report of the independent registered public accounting firm. |
|
3
|
Per
share amounts for the fiscal year ended November 30, 2023, has been updated to reflect the final character of
distributions
paid. |
|
4
|
The
repurchase plan was completed at an average repurchase price of $12.22 for 267,305 shares and $3,265,764
for
the year ended November 30, 2023, $14.15 for 281,609 shares and $3,984,968 for the year ended November 30,
2022,
and $14.15 for 296,622 shares and $4,197,215 for the year ended November 30, 2021. |
|
5
|
The
rights offering was completed at a price of $15.20 for 5,714,415 shares and $86,859,108 for the year ended
November
30, 2025.
|
|
6
|
Amount
represents less than $0.005 or greater than $(0.005) per share. |
|
7
|
Performance
figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements.
In
the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total
return
would have been lower. Past performance is no guarantee of future results.
|
|
8
|
The
total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of
future
results. |
|
9
|
Includes
the effect of a capital contribution. Absent the capital contribution, the total return would have been
unchanged.
|
|
10
|
The
total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend
reinvestment
plan. Past performance is no guarantee of future results.
|
|
11
|
Reflects
fee waivers and/or expense reimbursements. |
|
12
|
Represents
value of net assets plus the loan outstanding at the end of the period divided by the loan outstanding
at
the end of the period. |
26
27
28
|
ASSETS
| ||||
|
Description
|
Quoted
Prices
(Level
1) |
Other
Significant
Observable
Inputs
(Level
2) |
Significant
Unobservable
Inputs
(Level
3) |
Total
|
|
Long-Term
Investments†: |
|
|
|
|
|
Common
Stocks |
$356,075,762
|
—
|
—
|
$356,075,762
|
|
Master
Limited Partnerships |
38,324,329
|
—
|
—
|
38,324,329
|
|
Convertible
Preferred Stocks |
36,559,074
|
—
|
—
|
36,559,074
|
|
Corporate
Bonds & Notes |
—
|
$16,668,591
|
—
|
16,668,591
|
|
Investments
in Underlying
Funds
|
6,689,272
|
—
|
—
|
6,689,272
|
|
U.S.
Government & Agency
Obligations
|
—
|
348,640
|
—
|
348,640
|
|
Total
Long-Term Investments |
437,648,437
|
17,017,231
|
—
|
454,665,668
|
|
Short-Term
Investments† |
6,089,679
|
—
|
—
|
6,089,679
|
|
Total
Investments |
$443,738,116
|
$17,017,231
|
—
|
$460,755,347
|
|
†
|
See
Schedule of Investments for additional detailed categorizations. |
29
30
31
32
The Fund, and entities in which the Fund invests, may be subject to audit by the Internal Revenue Service or other applicable tax authorities. The Fund’s taxable income or tax liability for prior taxable years could be adjusted if there is an audit of the Fund, or of any entity that is treated as a partnership for tax purposes in which the Fund holds an equity interest. The Fund may be required to pay a fund-level tax as a result of such an adjustment or may pay a “deficiency dividend” to its current shareholders in order to avoid a fund-level tax associated with the adjustment. The Fund could also be required to pay interest and penalties in connection with such an adjustment.
33
|
Purchases
|
$281,428,214
|
|
Sales
|
202,442,953
|
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
|
Securities
|
$354,828,773
|
$111,067,858
|
$(5,141,284)
|
$105,926,574
|
34
|
Record
Date |
Payable
Date |
Amount
|
|
11/20/2025
|
12/1/2025
|
$0.1200
|
|
12/23/2025
|
12/31/2025
|
$0.1200
|
|
1/23/2026
|
1/30/2026
|
$0.1200
|
|
2/20/2026
|
2/27/2026
|
$0.1200
|
35
36
|
|
2025
|
2024
|
|
Distributions
paid from: |
|
|
|
Ordinary
income |
$14,287,099
|
$7,598,103
|
|
Net
long-term capital gains |
13,502,861
|
15,641,978
|
|
Total
distributions paid |
$27,789,960
|
$23,240,081
|
|
Undistributed
ordinary income — net |
$538,590
|
|
Undistributed
long-term capital gains — net |
32,936,840
|
|
Total
undistributed earnings |
$33,475,430
|
|
Other
book/tax temporary differences(a)
|
(4,452,848)
|
|
Unrealized
appreciation (depreciation)(b)
|
105,926,684
|
|
Total
distributable earnings (loss) — net |
$134,949,266
|
|
(a)
|
Other
book/tax temporary differences are attributable to the partnership PAL deferral and book/tax differences
in
the timing of the deductibility of various expenses. |
|
(b)
|
The
difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax
deferral
of losses on wash sales, partnership basis adjustment and other book/tax basis adjustments. |
37
38
January 21, 2026
39
|
Independent
Directors†
| |
|
Robert
D. Agdern | |
|
Year
of birth |
1950
|
|
Position(s)
held with Fund1
|
Director
and Member of Nominating, Audit, Compensation and
Pricing
and Valuation Committees, and Compliance Liaison,
Class
III |
|
Term
of office1
and year service began |
Since
2015 |
|
Principal
occupation(s) during the past five years |
Member
of the Advisory Committee of the Dispute Resolution
Research
Center at the Kellogg Graduate School of Business,
Northwestern
University (2002 to 2016); formerly, Deputy
General
Counsel responsible for western hemisphere matters
for
BP PLC (1999 to 2001); Associate General Counsel at Amoco
Corporation
responsible for corporate, chemical, and refining
and
marketing matters and special assignments (1993 to 1998)
(Amoco
merged with British Petroleum in 1998 forming BP PLC) |
|
Number
of portfolios in fund complex2
overseen by Director
(including
the Fund) |
21
|
|
Other
board memberships held by Director during the past five
years
|
None
|
|
Carol
L. Colman | |
|
Year
of birth |
1946
|
|
Position(s)
held with Fund1
|
Director
and Member of Nominating, Audit and Compensation
Committees,
and Chair of Pricing and Valuation Committee,
Class
I |
|
Term
of office1
and year service began |
Since
2003 |
|
Principal
occupation(s) during the past five years |
President,
Colman Consulting Company (consulting) |
|
Number
of portfolios in fund complex2
overseen by Director
(including
the Fund) |
21
|
|
Other
board memberships held by Director during the past five
years
|
None
|
40
|
Independent
Directors† (cont’d)
| |
|
Anthony
Grillo | |
|
Year
of birth
|
1955
|
|
Position(s)
held with Fund1
|
Director
and Member of Nominating, Audit, Compensation and
Pricing
and Valuation Committees, Class I
|
|
Term
of office1
and year service began |
Since
2024 |
|
Principal
occupation(s) during the past five years
|
Retired;
Founder, Managing Director and Partner of American
Securities
Opportunity Funds (private equity and credit firm)
(2006
to 2018); formerly, Senior Managing Director of Evercore
Partners
Inc. (investment banking) (2001 to 2004); Senior
Managing
Director of Joseph Littlejohn & Levy, Inc. (private
equity
firm) (1999 to 2001); Senior Managing Director of The
Blackstone
Group L.P. (private equity and credit firm) (1991 to
1999)
|
|
Number
of portfolios in fund complex2
overseen by Director
(including
the Fund) |
21
|
|
Other
board memberships held by Director during the past five
years
|
Director
of Littelfuse, Inc. (electronics manufacturing) (since
1991);
formerly, Director of Oaktree Acquisition Corp. II (2020
to
2022); Director of Oaktree Acquisition Corp. (2019 to 2021)
|
|
Eileen
A. Kamerick | |
|
Year
of birth |
1958
|
|
Position(s)
held with Fund1
|
Chair
(since November 15, 2024) and Member of Nominating,
Compensation,
Pricing and Valuation and Audit Committees,
Class
III |
|
Term
of office1
and year service began |
Since
2013 |
|
Principal
occupation(s) during the past five years |
Chief
Executive Officer, The Governance Partners, LLC
(consulting
firm) (since 2015); National Association of Corporate
Directors
Board Leadership Fellow (since 2016, with Directorship
Certification
since 2019) and NACD 2022 Directorship 100
honoree;
Adjunct Professor, Georgetown University Law Center
(since
2021); Adjunct Professor, The University of Chicago Law
School
(since 2018); Adjunct Professor, University of Iowa
College
of Law (since 2007); formerly, Chief Financial Officer,
Press
Ganey Associates (health care informatics company) (2012
to
2014); Managing Director and Chief Financial Officer,
Houlihan
Lokey (international investment bank) and President,
Houlihan
Lokey Foundation (2010 to 2012) |
|
Number
of portfolios in fund complex2
overseen by Director
(including
the Fund) |
21
|
|
Other
board memberships held by Director during the past five
years
|
Director,
VALIC Company I (since October 2022); Director of ACV
Auctions
Inc. (since 2021); Director of Associated Banc-Corp
(financial
services company) (since 2007); formerly, Director of
Hochschild
Mining plc (precious metals company) (2016
to
2023); formerly Trustee of AIG Funds and Anchor Series Trust
(2018
to 2021) |
41
|
Independent
Directors† (cont’d)
| |
|
Nisha
Kumar | |
|
Year
of birth |
1970
|
|
Position(s)
held with Fund1
|
Director
and Member of Nominating, Compensation and Pricing
and
Valuation Committees, and Chair of Audit Committee,
Class
II |
|
Term
of office1
and year service began |
Since
2019 |
|
Principal
occupation(s) during the past five years |
Formerly,
Managing Director and the Chief Financial Officer and
Chief
Compliance Officer of Greenbriar Equity Group, LP (2011
to
2021); formerly, Chief Financial Officer and Chief
Administrative
Officer of Rent the Runway, Inc. (2011); Executive
Vice
President and Chief Financial Officer of AOL LLC, a
subsidiary
of Time Warner Inc. (2007 to 2009); Member of the
Council
on Foreign Relations |
|
Number
of portfolios in fund complex2
overseen by Director
(including
the Fund) |
21
|
|
Other
board memberships held by Director during the past five
years
|
Director
of Stonepeak-Plus Infrastructure Fund LP (since 2025);
Director
of Birkenstock Holding plc (since 2023); Director of The
India
Fund, Inc. (since 2016); formerly, Director of Aberdeen
Income
Credit Strategies Fund (2017 to 2018); and Director of
The
Asia Tigers Fund, Inc. (2016 to 2018) |
|
Peter
Mason | |
|
Year
of birth
|
1959
|
|
Position(s)
held with Fund1
|
Director
and Member of Audit, Nominating and Pricing and
Valuation
Committees, and Chair of Compensation Committee,
Class
III |
|
Term
of office1
and year service began |
Since
2024 |
|
Principal
occupation(s) during the past five years
|
Arbitrator
and Mediator (self-employed) (since 2021); formerly,
Global
General Counsel of UNICEF (intergovernmental
organization)
(1998 to 2021) |
|
Number
of portfolios in fund complex2
overseen by Director
(including
the Fund) |
21
|
|
Other
board memberships held by Director during the past five
years
|
Chairman
of University of Sydney USA Foundation (since 2020);
Director
of the Radio Workshop US, Inc. (since 2023) |
42
|
Independent
Directors† (cont’d)
| |
|
Hillary
A. Sale | |
|
Year
of birth
|
1961
|
|
Position(s)
held with Fund1
|
Director
and Member of Audit, Compensation and Pricing and
Valuation
Committees, and Chair of Nominating Committee,
Class
I |
|
Term
of office1
and year service began |
Since
2024 |
|
Principal
occupation(s) during the past five years
|
Agnes
Williams Sesquicentennial Professor of Leadership and
Corporate
Governance, Georgetown Law; and Professor of
Management,
McDonough School of Business (since 2018);
formerly,
Associate Dean for Strategy, Georgetown Law (2020
to
2023); National Association of Corporate Directors Board
Faculty
Member (since 2021); formerly, a Member of the Board
of
Governors of FINRA (2016 to 2022) |
|
Number
of portfolios in fund complex2
overseen by Director
(including
the Fund) |
21
|
|
Other
board memberships held by Director during the past five
years
|
Director
of CBOE U.S. Securities Exchanges, CBOE Futures
Exchange,
and CBOE SEF, Director (since 2022); Advisory Board
Member
of Foundation Press (academic book publisher)
(since
2019); Chair of DirectWomen Board Institute (since 2019);
formerly,
Member of DirectWomen Board (nonprofit) (2007
to
2022) |
|
Interested
Director and Officer
| |
|
Jane
Trust, CFA3
| |
|
Year
of birth |
1962
|
|
Position(s)
held with Fund1
|
Director,
President and Chief Executive Officer, Class II |
|
Term
of office1
and year service began |
Since
2015 |
|
Principal
occupation(s) during the past five years |
Senior
Vice President, Fund Board Management, Franklin
Templeton
(since 2020); Officer and/or Trustee/Director of 118
funds
associated with FTFA or its affiliates (since 2015); Trustee
of
Putnam Family of Funds consisting of 105 portfolios; President
and
Chief Executive Officer of FTFA (since 2015); formerly, Senior
Managing
Director (2018 to 2020) and Managing Director (2016
to
2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); and
Senior
Vice President of FTFA (2015) |
|
Number
of portfolios in fund complex2
overseen by Director
(including
the Fund) |
Trustee/Director
of Franklin Templeton funds consisting of 118
portfolios;
Trustee of Putnam Family of Funds consisting of 105
portfolios
|
|
Other
board memberships held by Director during the past five
years
|
None
|
43
|
Additional
Officers
| |
|
Fred
Jensen |
|
|
Franklin
Templeton
One
Madison Avenue, 17th Floor, New York, NY 10010 |
|
|
Year
of birth |
1963
|
|
Position(s)
held with Fund1
|
Chief
Compliance Officer |
|
Term
of office1
and year service began |
Since
2020 |
|
Principal
occupation(s) during the past five years |
Director
- Global Compliance of Franklin Templeton (since 2020);
Managing
Director of Legg Mason & Co. (2006 to 2020); Director
of
Compliance, Legg Mason Office of the Chief Compliance
Officer
(2006 to 2020); formerly, Chief Compliance Officer of
Legg
Mason Global Asset Allocation (prior to 2014); Chief
Compliance
Officer of Legg Mason Private Portfolio Group (prior
to
2013); formerly, Chief Compliance Officer of The Reserve
Funds
(investment adviser, funds and broker-dealer) (2004) and
Ambac
Financial Group (investment adviser, funds and broker-
dealer)
(2000 to 2003) |
|
Marc
A. De Oliveira |
|
|
Franklin
Templeton
100
First Stamford Place, 6th Floor, Stamford, CT 06902 |
|
|
Year
of birth |
1971
|
|
Position(s)
held with Fund1
|
Secretary
and Chief Legal Officer |
|
Term
of office1
and year service began |
Since
2023 |
|
Principal
occupation(s) during the past five years |
Associate
General Counsel of Franklin Templeton (since 2020);
Secretary
and Chief Legal Officer (since 2020) and Assistant
Secretary
of certain funds in the Franklin Templeton fund
complex
(since 2006); formerly, Managing Director (2016
to
2020) and Associate General Counsel of Legg Mason & Co.
(2005
to 2020) |
|
Thomas
C. Mandia |
|
|
Franklin
Templeton
100
First Stamford Place, 6th Floor, Stamford, CT 06902 |
|
|
Year
of birth |
1962
|
|
Position(s)
held with Fund1
|
Senior
Vice President |
|
Term
of office1
and year service began |
Since
2022 |
|
Principal
occupation(s) during the past five years |
Senior
Associate General Counsel to Franklin Templeton
(since
2020); Senior Vice President (since 2020) and Assistant
Secretary
of certain funds in the Franklin Templeton fund
complex
(since 2006); Secretary of FTFA (since 2006); Secretary
of
LMAS (since 2002) and LMFAM (formerly registered
investment
advisers) (since 2013); formerly, Managing Director
and
Deputy General Counsel of Legg Mason & Co. (2005
to
2020) |
44
|
Additional
Officers (cont’d)
| |
|
Christopher
Berarducci |
|
|
Franklin
Templeton
One
Madison Avenue, 17th Floor, New York, NY 10010 |
|
|
Year
of birth |
1974
|
|
Position(s)
held with Fund1
|
Treasurer
and Principal Financial Officer |
|
Term
of office1
and year service began |
Since
2019 |
|
Principal
occupation(s) during the past five years |
Vice
President, Fund Administration and Reporting, Franklin
Templeton
(since 2020); Treasurer (since 2010) and Principal
Financial
Officer (since 2019) of certain funds associated with
Legg
Mason & Co. or its affiliates; formerly, Managing
Director
(2020), Director (2015 to 2020), and Vice President (2011
to
2015) of Legg Mason & Co. |
|
Jeanne
M. Kelly |
|
|
Franklin
Templeton
One
Madison Avenue, 17th Floor, New York, NY 10010 |
|
|
Year
of birth |
1951
|
|
Position(s)
held with Fund1
|
Senior
Vice President |
|
Term
of office1
and year service began |
Since
2009 |
|
Principal
occupation(s) during the past five years |
U.S.
Fund Board Team Manager, Franklin Templeton (since 2020);
Senior
Vice President of certain funds associated with Legg
Mason
& Co. or its affiliates (since 2007); Senior Vice President
of
FTFA (since 2006); President and Chief Executive Officer of
LMAS
and LMFAM (since 2015); formerly, Managing Director of
Legg
Mason & Co. (2005 to 2020); and Senior Vice President of
LMFAM
(2013 to 2015) |
45
46
Franklin Resources Inc.
Compliance Department
One Madison Avenue, 17th Floor
New York, NY 10010
47
|
Sales
Load (
|
% |
|
Offering
Expense (
|
% |
|
Dividend
Reinvestment Plan Fees(3)
|
$
|
|
|
to
Common Shares |
|
Management
Fees(4)
|
|
|
Interest
and Related Expenses from Leverage(5)
|
|
|
Other
Expenses(6)
|
|
|
Total
Annual Fund Operating Expenses |
|
|
One
Year |
Three
Years |
Five
Years |
Ten
Years |
|
$
|
$
|
$
|
$
|
48
|
|
Quarterly
Closing
Market
Price |
Quarterly
Closing
NAV
Price per Common share
on
Date of Market Price |
Quarterly
Closing
Premium/(Discount)
on
Date of Market Price | |||
|
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
|
Fiscal
Year 2025: |
|
|
|
|
|
|
|
February
28, 2025 |
$
|
$
|
$
|
$
|
(
|
(
|
|
May
31, 2025 |
$
|
$
|
$
|
$
|
(
|
(
|
|
August
31, 2025 |
$
|
$
|
$
|
$
|
|
(
|
|
November
30, 2025 |
$
|
$
|
$
|
$
|
(
|
(
|
|
Fiscal
Year 2024: |
|
|
|
|
|
|
|
February
29, 2024 |
$
|
$
|
$
|
$
|
(
|
(
|
|
May
31, 2024 |
$
|
$
|
$
|
$
|
(
|
(
|
|
August
31, 2024 |
$
|
$
|
$
|
$
|
(
|
(
|
|
November
30, 2024 |
$
|
$
|
$
|
$
|
|
(
|
49
|
Fiscal
Year Ended |
Total
Amount
Outstanding(1)
|
Asset
Coverage
per 1,000(2)
|
Average
Market
Value
Per
Unit(3)
|
|
Revolving
Credit Facility: |
|
|
|
|
November
30, 2025 |
$
|
$
|
N/A
|
|
November
30, 2024 |
$
|
$
|
N/A
|
|
November
30, 2023 |
$
|
$
|
N/A
|
|
November
30, 2022 |
$
|
$
|
N/A
|
|
November
30, 2021 |
$
|
$
|
N/A
|
|
November
30, 2020 |
$
|
$
|
N/A
|
|
November
30, 2019 |
$
|
$
|
N/A
|
|
November
30, 2018 |
$
|
$
|
N/A
|
|
November
30, 2017 |
$
|
$
|
N/A
|
|
November
30, 2016 |
$
|
$
|
N/A
|
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
|
|
Pursuant
to: |
Amount
Reported |
|
Long-Term
Capital Gain Dividends Distributed |
§852(b)(3)(C)
|
$13,502,861
|
|
Income
Eligible for Dividends Received Deduction (DRD) |
§854(b)(1)(A)
|
$7,552,733
|
|
Qualified
Dividend Income Earned (QDI) |
§854(b)(1)(B)
|
$8,075,597
|
|
Qualified
Net Interest Income (QII) |
§871(k)(1)(C)
|
$636,206
|
|
Qualified
Business Income Dividends Earned |
§199A
|
$912,965
|
|
Section
163(j) Interest Earned |
§163(j)
|
$1,077,275
|
|
Interest
Earned from Federal Obligations |
Note
(1) |
$204,339
|
71
President and Chief Executive
Officer
Treasurer and Principal Financial
Officer
Chief Compliance Officer
Secretary and Chief Legal Officer
Senior Vice President
Senior Vice President
17th Floor
New York, NY 10010
P.O. Box 43006
Providence, RI 02940-3078
public accounting firm
Baltimore, MD
900 G Street NW
Washington, DC 20001
Exchange Symbol
One Madison Avenue
17th Floor
New York, NY 10010
P.O. Box 43006
Providence, RI 02940-3078
(b) Not applicable
| Item 2. | CODE OF ETHICS. |
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 19(a) (1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
| Item 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Directors of the Registrant has determined that Eileen A. Kamerick and Nisha Kumar, possesses the technical attributes identified in Item 3 to Form N-CSR to qualify as an “audit committee financial experts,” and has designated Eileen A. Kamerick and Nisha Kumar, as the Audit Committee’s financial experts. Eileen A. Kamerick and Nisha Kumar are an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
| Item 4. | Principal Accountant Fees and Services. |
a) Audit Fees. The aggregate fees billed in the last two fiscal years ending November 30, 2024 and November 30, 2025 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $66,250 in November 30, 2024 and $66,913 in November 30, 2025.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in November 30, 2024 and $0 in November 30, 2025.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $11,000 in November 30, 2024 and $11,000 in November 30, 2025. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to the Registrant’s investment manager and any entity controlling, controlled by, or under common control with the investment manager that provides ongoing services to the Registrant (“Service Affiliates”) during the Reporting Periods that required pre-approval by the Audit Committee.
d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor to the Registrant, other than the services reported in paragraphs (a) through (c) of this item, were $0 in November 30, 2024 and $0 in November 30, 2025.
There were no other non-audit services rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(e) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by the Registrant’s investment manager or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and the Covered Service Providers constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to the Registrant and the Service Affiliates during the reporting period were $613,140 in November 30, 2024 and $660,964 in November 30, 2025.
(h) Yes. The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor’s independence. All services provided by the Auditor to the Registrant or to the Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
| Item 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:
Robert D. Agdern
Carol L. Colman
Anthony Grillo
Eileen A. Kamerick
Nisha Kumar
Peter Mason
Hillary A. Sale
b) Not applicable
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 1 of this Form N-CSR. |
| (b) | Not applicable. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
| ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Western Asset Management Company, LLC
Proxy Voting Policies and Procedures
| NOTE |
The policy below relating to proxy voting and corporate actions is a global policy for Western Asset Management Company, LLC (“Western Asset” or the “Firm”) and all Western Asset affiliates, including Western Asset Management Company Limited (“Western Asset Limited”), Western Asset Management Company Ltd (“Western Asset Japan”) and Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), as applicable. As compliance with the policy is monitored by Western Asset, the policy has been adopted from the US Compliance Manual and all defined terms are those defined in the US Compliance Manual rather than the compliance manual of any other Western Asset affiliate.
| BACKGROUND |
An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
| POLICY |
As a fixed income only manager, the occasion to vote proxies is very rare, for instance, when fixed income securities are converted into equity by their terms or in connection with a bankruptcy or corporate workout. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
| PROCEDURES |
Responsibility and Oversight
The Legal & Compliance Group is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions team of the Investment Operations Group (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Portfolio Compliance Group maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Portfolio Compliance Group for coordination and the following actions:
Proxies are reviewed to determine accounts impacted.
Impacted accounts are checked to confirm Western Asset voting authority.
Where appropriate, the Regulatory Affairs Group reviews the issues presented to determine any material conflicts of interest. (See Conflicts of Interest section of these procedures for further information on determining material conflicts of interest.)
If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.
The Portfolio Compliance Group provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Portfolio Compliance Group.
Portfolio Compliance Group votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.
| Timing |
Western Asset’s Legal and Compliance Department personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.
| Recordkeeping |
Western Asset maintains records of proxies voted pursuant to Rule 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
| • | A copy of Western Asset’s proxy voting policies and procedures. | |
| • | Copies of proxy statements received with respect to securities in client accounts. | |
| • | A copy of any document created by Western Asset that was material to making a decision how to vote proxies. | |
| • | Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests. | |
A proxy log including:
| 1. | Issuer name; | |
| 2. | Exchange ticker symbol of the issuer’s shares to be voted; | |
| 3. | Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted; | |
| 4. | A brief identification of the matter voted on; | |
| 5. | Whether the matter was proposed by the issuer or by a shareholder of the issuer; | |
| 6. | Whether a vote was cast on the matter; | |
| 7. | A record of how the vote was cast; | |
| 8. | Whether the vote was cast for or against the recommendation of the issuer’s management team; | |
| 9. | Funds are required to categorize their votes so that investors can focus on the topics they find important. Categories include, for example, votes related to director elections, extraordinary transactions, say-on-pay, shareholder rights and defenses, and the environment or climate, among others; and | |
| 10. | Funds are required to disclose the number of shares voted or instructed to be cast, as well as the number of shares loaned but not recalled and, therefore, not voted by the fund. | |
Records are maintained in an easily accessible place for a period of not less than five (5) years with the first two (2) years in Western Asset’s offices.
| Disclosure |
Western Asset’s proxy policies and procedures are described in the Firm’s Form ADV Part 2A. Clients are provided with a copy of these policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.
Conflicts of Interest
All proxies that potentially present conflicts of interest are reviewed by the Regulatory Affairs Group for a materiality assessment. Issues to be reviewed include, but are not limited to:
| 1. | Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company; | |
| 2. | Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and |
| 3. | Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders. |
Voting Guidelines
Western Asset’s substantive voting decisions are based on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in which a single client may invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment objectives, investment styles, or investment professionals involved in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where Western Asset casts different votes on behalf of different clients or on behalf of the same client with multiple accounts or strategies.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
| I. | Board Approved Proposals |
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:
| 1. | Matters relating to the Board of Directors | |
Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:
| a. | Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. | |
| b. | Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director. | |
| c. | Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences. | |
| d. | Votes are cast on a case-by-case basis in contested elections of directors. |
| 2. | Matters relating to Executive Compensation |
Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
| a. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution. | |
| b. | Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options. | |
| c. | Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price. | |
| d. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. | |
| 3. | Matters relating to Capitalization |
The Management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
| a. | Western Asset votes for proposals relating to the authorization of additional common stock. | |
| b. | Western Asset votes for proposals to effect stock splits (excluding reverse stock splits). | |
| c. | Western Asset votes for proposals authorizing share repurchase programs. | |
| 4. | Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions |
Western Asset votes these issues on a case-by-case basis on board-approved transactions.
| 5. | Matters relating to Anti-Takeover Measures |
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
| a. | Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans. | |
| b. | Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions. |
| 6. | Other Business Matters |
Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
| a. | Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws. | |
| b. | Western Asset votes against authorization to transact other unidentified, substantive business at the meeting. |
| 7. | Reporting of Financially Material Information |
Western Asset generally believes issuers should disclose information that is material to their business.
What qualifies as “material” can vary, so votes are cast on a case-by-case basis but consistent with the overarching principle.
| II. | Shareholder Proposals |
SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:
| 1. | Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans. | |
| 2. | Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals. | |
| 3. | Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
Environmental or social issues that are the subject of a proxy vote will be considered on a case-by-case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
| III. | Voting Shares of Investment Companies |
Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
| 1. | Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios. | |
| 2. | Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
| IV. | Voting Shares of Foreign Issuers |
In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
| 1. | Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management. | |
| 2. | Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees. | |
| 3. | Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated. | |
| 4. | Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights. |
| V. | Environmental, Social and Governance (“ESG”) Matters |
Western Asset incorporates ESG considerations, among other relevant risks, as part of the overall process where appropriate. The Firm seeks to identify and consider material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.
As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to ESG matters. What qualifies as “material” can vary, so votes are cast on a case-by-case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.
Targeted environmental or social issues that are the subject of a proxy vote will be considered on a case-by-case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
Retirement Accounts
For accounts subject to ERISA, as well as other retirement accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the Department of Labor has determined that the responsibility remains with the investment manager.
In order to comply with the Department of Labor’s position, Western Asset will be presumed to have the obligation to vote proxies for its retirement accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the retirement account client and in accordance with any proxy voting guidelines provided by the client.
| ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
|
NAME AND ADDRESS |
LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | ||||||
|
Michael C. Buchanan Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since 2009 |
Co-portfolio manager of the fund; Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset (Since 2024); Co-Chief Investment Officer of Western Asset (2023-2024); employed by Western Asset Management as an investment professional for at least the past five years
| ||||||
|
Ryan Brist Western Asset 385 East Colorado Blvd Pasadena, CA 91101 |
Since 2009 |
Co-portfolio manager of the fund; Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Head of U.S. Investment Grade Credit of Western Asset since 2009; Chief Investment Officer and Portfolio Manager of Logan Circle Partners 2007-2009);Co-Chief Investment Officer and Senior Portfolio Manager at Delaware Investment Advisors (2000-2007) | ||||||
|
Molly Schwartz Western Asset 385 East Colorado Blvd Pasadena, CA 91101 |
Since 2024 |
Co-portfolio manager of the fund; Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years.
| ||||||
|
Dan Alexander Western Asset 385 East Colorado Blvd Pasadena, CA 91101 |
Since 2022 |
Co-portfolio manager of the fund; Responsible for the day-to-day management with other members of the Fund’s portfolio management team; he has been employed by Western Asset as an investment professional for at least the past five years. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of November 30, 2025.
Other Accounts Managed by Investment Professionals
The table below identifies the number of accounts (other than the fund) for which the fund’s investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
| Name of PM | Type of Account | Number of Accounts Managed | Total Assets Managed | Number of Accounts Managed for which Advisory Fee is Performance-Based | Assets Managed for which Advisory Fee is Performance-Based |
| Michael C. Buchanan ‡ | Other Registered Investment Companies | 58 | $81.56 billion | None | None |
| Other Pooled Vehicles | 192 | $45.81 billion | 16 | $2.99 billion | |
| Other Accounts | 274 | $80.14 billion | 12 | $6.66 billion | |
| Ryan Brist‡ | Other Registered Investment Companies | 26 | $10.04 billion | None | None |
| Other Pooled Vehicles | 15 | $13.35 billion | None | None | |
| Other Accounts | 73 | $31.37 billion | 4 | $1.44 billion | |
| Molly Schwartz‡ | Other Registered Investment Companies | 3 | $973 million | None | None |
| Other Pooled Vehicles | 9 | $7.37 billion | None | None | |
| Other Accounts | 54 | $23.27 billion | 4 | $1.44 billion | |
| Dan Alexander‡ | Other Registered Investment Companies | 3 | $973 million | None | None |
| Other Pooled Vehicles | 9 | $7.37 billion | None | None | |
| Other Accounts | 54 | $23.27 billion | 4 | $1.44 billion |
‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). They are involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.
(a)(3): Portfolio Manager Compensation (As of November 30, 2025):
Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by the named investment professional as of November 30, 2025.
|
Investment Professional(s) |
Dollar Range of | |
| Michael C. Buchanan | A | |
| Ryan Brist | A | |
| Molly Schwartz | A | |
| Dan Alexander | A |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
| ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
Not applicable.
| ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
| ITEM 16. | CONTROLS AND PROCEDURES. |
| (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
| ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| ITEM 19. | EXHIBITS. |
(a) (1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(a) (3) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
LMP Capital and Income Fund Inc.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer |
| Date: | January 27, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer |
| Date: | January 27, 2026 |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer |
| Date: | January 27, 2026 |