As filed with the Securities and Exchange Commission on October 28, 2022

Securities Act File No. 333-235356
Investment Company Act File No. 811-22725 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Form N-2
ý REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
o PRE-EFFECTIVE AMENDMENT NO.
ý POST-EFFECTIVE AMENDMENT NO. 5
and/or
ý REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
ý AMENDMENT NO. 69
_________________________________
Priority Income Fund, Inc.
(Exact Name of Registrant as Specified in the Charter)
_________________________________
10 East 40th Street, 42nd Floor
New York, NY 10016
(Address of Principal Executive Offices)
(212) 448-0702
(Registrant’s Telephone Number, Including Area Code)
M. Grier Eliasek
Priority Income Fund, Inc.
10 East 40th Street, 42nd Floor
New York, NY 10016
(Name and address of agent for service)
COPIES TO:
Steven B. Boehm, Esq.
Cynthia R. Beyea, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW Suite 700
Washington, DC 20001-3980
Tel: (202) 383-0100
Fax: (202) 637-3593
_________________________________

Approximate date of commencement of proposed public offering: As soon as possible after the effective date of this Registration Statement.
  Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
 
  ý Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
 
  Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
 
  Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
 



  Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
 
  when declared effective pursuant to Section 8(c) of the Securities Act.
ý immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a)
If appropriate, check the following box:
 
  This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
 
  This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 .
 
  This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 .
 
  This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 .
Check each box that appropriately characterizes the Registrant:
 
  ý Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
 
  Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
 
  Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
 
  A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
 
  Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
 
  Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
 
  If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
 
  New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).




Maximum Offering of 54,066,090 Shares
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    We are an externally managed, non-diversified, closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended. Our investment objective is to generate current income and, as a secondary objective, long-term capital appreciation. We seek to achieve our investment objective by investing, under normal circumstances, at least 80% of our total assets, or net assets plus borrowings, in senior secured loans made to companies whose debt is rated below investment grade or, in limited circumstances, unrated, which we collectively refer to as “Senior Secured Loans,” with an emphasis on current income. These investments, which are often referred to as “junk” or “high yield,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and illiquid. Our investments may take the form of the purchase of Senior Secured Loans (either in the primary or secondary markets) or through investments in entities that in turn own a pool of Senior Secured Loans. This investment objective may be changed by our Board of Directors if we provide our stockholders with at least 60 days prior notice. We may invest in Senior Secured Loans directly or in any security issued by a CLO to implement our investment objective but have invested primarily in the equity and junior debt tranches of a type of such pools known as Collateralized Loan Obligations, or “CLOs.” We refer to such investments, together with direct investments in Senior Secured Loans, collectively as “Target Securities.” Structurally, CLOs are entities that are formed to manage a portfolio of Senior Secured Loans. The Senior Secured Loans within a CLO are limited to Senior Secured Loans which meet specified credit and diversity criteria and are subject to concentration limitations in order to create an investment portfolio that is diverse by Senior Secured Loan, borrower, and industry, with limitations on non-U.S. borrowers.
We have elected to be treated for U.S. federal income tax purposes as a regulated investment company under the Internal Revenue Code of 1986, as amended. We are managed by Priority Senior Secured Income Management, LLC, a private investment firm that is registered as an investment adviser with the Securities and Exchange Commission and is an affiliate of ours. Priority Senior Secured Income Management, LLC oversees the management of our activities and is responsible for making investment decisions for our portfolio. Our administrator, Prospect Administration LLC, provides administration services necessary for us to operate.
Through Preferred Capital Securities, LLC, or the “Dealer Manager,” the Dealer Manager for this offering, we are offering up to 54,066,090 shares of our common stock, or our “shares,” in this offering at a current offering price of $12.39 per share. The Dealer Manager is not required to sell any specific number or dollar amount of shares but will use its best efforts to sell the shares offered. The minimum permitted purchase is $1,000 of our shares. The Dealer Manager authorizes one or more other broker-dealers that are members of FINRA to sell our shares. See “Plan of Distribution” in this prospectus.
We are offering our shares on a continuous basis at a current offering price of $12.39 per share; however, to the extent that our net asset value, or “NAV,” increases, we will sell at a price necessary to ensure that shares are not sold at a price per share, after deduction of selling commissions and dealer manager fees, that is below our net asset value per share. In connection with the monthly determination of our NAV, our Board of Directors will establish a new net offering price that is greater than our net asset value per share plus selling commissions and dealer manager fees to ensure that shares are not sold below NAV. Therefore, persons who tender subscriptions for our shares in this offering must submit subscriptions for a certain dollar amount, rather than a number of shares and, as a result, may receive fractional shares.



We sell our shares of common stock with differing up-front sales loads. Shares available to the general public are charged selling commissions and dealer manager fees and are referred to as our “Class R Shares.” Shares available to accounts managed by certain registered investment advisers and broker-dealers that are managing wrap or other fee-based accounts are charged dealer manager fees but no selling commissions and are referred to as our “Class RIA Shares.” Shares available for purchase (1) through certain fee-based programs, also known as wrap accounts, of investment dealers, (2) through certain participating broker-dealers that have alternative fee arrangements with their clients, (3) through certain registered investment advisers, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers, such as an endowment, foundation, or pension fund, or (5) to other institutional investors are charged no selling commissions or dealer manager fees and are referred to as our “Class I Shares.” For example, you will pay (i) selling commissions of up to 6.0% and dealer manager fees of up to 0.75% for the purchase of our Class R shares, (ii) dealer manager fees of up to 0.75%, but no selling commissions, for the purchase of our Class RIA shares and (iii) no selling commissions or dealer manager fees for the purchase of our Class I shares. We are offering to sell any combination of our shares, with an aggregate number of shares up to the maximum offering of shares. In no event will the aggregate selling commissions and dealer manager fees exceed 6.75% of the gross offering proceeds received in this offering. Regardless of the sales load paid, each share of our common stock will have identical rights with respect to voting and distributions, and will likewise bear its own pro rata portion of our expenses and have the same net asset value as each other share of our common stock. The minimum permitted purchase is $1,000. Although we use “Class” designations to indicate our differing sales load structures, the Company does not operate as a multi-class fund. The Dealer Manager is not required to sell any specific number or dollar amount of shares but will use its best efforts to sell the shares offered.
Before making your investment decision, please consult with your financial advisor regarding your account type and the classes of shares you may be eligible to purchase.
We commenced the initial public offering of our shares in 2013.  Since that time, we have filed post-effective amendments to our prior registration statements that have allowed us to continue the offering of our shares. As of October 27, 2022, we had sold an aggregate of 45,933,910 shares of our common stock for gross proceeds of approximately $661.5 million.

    Investing in our shares may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of investment. See “Risk Factors” beginning on page 38 to read about the risks you should consider before buying our shares, including the risk of leverage.

Our shares will not be publicly traded and you should not expect to be able to sell your shares regardless of how we perform.
If you are able to sell your shares, you will likely receive less than your purchase price.
Our shares are not currently listed on any securities exchange, and we do not expect a secondary market in the shares to develop in the foreseeable future, if ever.
To offer liquidity to our shareholders, we have initiated, but are not obligated to continue, a share repurchase program. We intend to limit the number of shares to be repurchased in any calendar quarter to up to 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year. We may determine in the future to conduct any future repurchase offers more or less frequently than on a quarterly basis as well as for a greater or lesser amount of our shares than currently expected, and we may suspend or terminate the share repurchase program at any time. We expect to offer to repurchase such shares at a price equal to the then current net asset value per share of our common stock. You will have no right to require us to repurchase your shares or any portion thereof. See “Share Repurchase Program.”
You should consider that you may not have access to the money you invest until we complete a liquidity event. The completion of a liquidity event is in the sole discretion of our Board of Directors, and depending upon the event, may require stockholder approval, and there is no assurance that we will complete a liquidity event at all. Accordingly, there is significant uncertainty as to the timing when you may be able to sell your shares and receive proceeds.
An investment in our shares is not suitable for investors that require short-term liquidity. See “Liquidity Strategy.”
Because you will be unable to sell your shares, you will be unable to reduce your exposure on any market downturn.
Our distributions may be funded from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to us for investment. Any capital returned to stockholders through distributions will be distributed after payment of fees and expenses.
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Purchasers of our shares are subject to dilution as a result of expenses we will incur in connection with this offering. In addition, we intend to continue to issue shares, which subjects your ownership percentage in us to further dilution. See “Risk Factors-Risks Related to an Investment in Our Shares-Investors in this offering will incur dilution” and “-Your interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us.”
This prospectus contains important information about us that a prospective investor should know before investing in our shares. Please read this prospectus before investing and keep it for future reference. We have filed with the SEC a statement of additional information, or “SAI,” dated as of the date of this prospectus, as may be amended from time to time, containing additional information about us. The SAI is incorporated by reference in its entirety into this prospectus. See “Available Information” for a listing of the contents of the SAI. We will also file annual and semi-annual reports, proxy statements and other information about us with the Securities and Exchange Commission, or the “SEC.” This information and the SAI will be available free of charge by contacting us at 10 East 40th Street, 42nd Floor, New York, New York, 10016, or by telephone at (212) 448-0702 or on our website at www.priorityincomefund.com (which is not intended to be an active hyperlink). The information on our website is not incorporated by reference in the prospectus, and you should not consider it part of this prospectus. The SEC also maintains a website at www.sec.gov that contains the SAI, and any amendments thereto, and other information regarding us.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per Share Total Maximum
Price to Public(1)
$12.39 $669,878,855
Sales Load(2)
$0.84 $45,415,516
Proceeds to the Registrant and Other Persons(3)
$11.55 $624,463,339
(1)Assumes all shares are sold at the current offering price per share.
(2)This table assumes that all shares sold in this offering are Class R shares that incur a full sales load. The sales load includes 6.0% of selling commissions and 0.75% of dealer manager fees. The “dealer manager fee” may be used to pay the Dealer Manager’s wholesalers for commissions and non-transaction based compensation and may be reallowed by the Dealer Manager to participating broker-dealers for assistance in selling and marketing our shares. Under certain circumstances, as described in this prospectus, selling commissions and the dealer manager fee may be reduced or eliminated in connection with certain purchases. For example, you will pay (i) selling commissions and dealer manager fees for the purchase of our Class R shares, (ii) dealer manager fees, but no selling commissions, for the purchase of our Class RIA shares and (iii) no selling commissions or dealer manager fees for the purchase of our Class I shares. See “Plan of Distribution.”
(3)Before expenses incurred in connection with the offering and distribution of the shares offered hereby. We estimate that we will incur approximately $3,148,431 of additional expenses if the maximum number of shares is sold.
Because you will pay a sales load of up to 6.75% and estimated offering expenses of up to 0.47%, if you invest $123.90 in our shares and pay the full sales load, $114.95 of your investment will actually be used by us for investments. All offering expenses that would be characterized as underwriting compensation under FINRA Rule 5110 cannot, when added to the selling commission and the dealer manager fee, exceed the greater of 8% of gross offering proceeds or the maximum allowed under FINRA Rule 5110. As a result, based on the current offering price of $12.39, you would have to experience a total return on your investment of 7.79% in order to recover these expenses. See “Use of Proceeds.”
The date of this prospectus is October 28, 2022.
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Preferred Capital Securities, LLC




ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC, using a continuous offering process. Periodically, as we make material investments or have other material developments, we will provide a prospectus supplement that may add, update or change information contained in this prospectus. We will endeavor to avoid interruptions in the continuous offering of our shares, including, to the extent permitted under the rules and regulations of the SEC, by filing an amendment to the prospectus with the SEC if our net asset value declines more than 10% from our net asset value as of the effective date of this registration statement.
Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a subsequent prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described below under “Available Information.”
You should rely only on the information contained in this prospectus. Neither we nor the Dealer Manager have authorized any other person to provide you with different information from that contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or sale of our shares. Our business, financial condition and results of operations may have changed since the date of this prospectus. If there is a material change in the affairs of our company, we will amend or supplement this prospectus.

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TABLE OF CONTENTS
PAGE

ii


PROSPECTUS SUMMARY
This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider. To understand this offering fully, you should read the entire prospectus carefully, including the section entitled Risk Factors, before making a decision to invest in our shares.
Unless otherwise noted, the terms we,” “us,” “our,” and the “Company” refer to Priority Income Fund, Inc.; the term the “Adviser” refers to Priority Senior Secured Income Management, LLC; the term “Prospect Capital Management” refers to Prospect Capital Management L.P.; the term “Dealer Manager” refers to Preferred Capital Securities, LLC; and the terms “Prospect Administration” and the “Administrator” refer to Prospect Administration LLC. In addition, in this prospectus, we use the term day to refer to a calendar day, and we use the term business day to refer to any day other than Saturday, Sunday, a legal holiday or a day on which banks in New York City are authorized or required to close.
Unless otherwise specified, this prospectus assumes that each investor will purchase Class R shares and that such purchase will incur a full sales load.
Priority Income Fund, Inc.
We are an externally managed, non-diversified, closed-end management investment company that has registered as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act. As such, we are required to comply with certain regulatory requirements. See “Regulation” in the statement of additional information, or SAI. We are managed by Priority Senior Secured Income Management, LLC, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, which oversees the management of our activities and is responsible for making investment decisions for our portfolio. We have elected to be treated for U.S. federal income tax purposes as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.
Our investment objective is to generate current income and, as a secondary objective, long-term capital appreciation. We seek to achieve our investment objective by investing, under normal circumstances, at least 80% of our total assets, or net assets plus borrowings, in senior secured loans made to companies whose debt is rated below investment grade or, in limited circumstances, unrated, which we collectively refer to as “Senior Secured Loans,” with an emphasis on current income. These investments, which are often referred to as “junk” or “high yield,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and illiquid. Our investments may take the form of the purchase of Senior Secured Loans (either in the primary or secondary markets) or through investments in entities that in turn own a pool of Senior Secured Loans. This investment objective may be changed by our Board of Directors if we provide our stockholders with at least 60 days prior notice. We may invest in Senior Secured Loans directly or in any security issued by a CLO to implement our investment objective but have invested primarily in the equity and junior debt tranches of a type of such pools known as Collateralized Loan Obligations, or “CLOs.” We refer to such investments, together with direct investments in Senior Secured Loans, collectively as “Target Securities.” Structurally, CLOs are entities that are formed to manage a portfolio of Senior Secured Loans. The Senior Secured Loans within a CLO are limited to Senior Secured Loans which meet specified credit and diversity criteria and are subject to concentration limitations in order to create an investment portfolio that is broadly assorted across different Senior Secured Loans, borrowers, and industries, with limitations on non-U.S. borrowers. The typical underlying borrowers for Senior Secured Loans are U.S.-based privately-held and publicly-held companies across a wide range of industries and sectors.
Our Adviser manages our investments and its affiliate, Prospect Administration, provides the administrative services necessary for us to operate.
Status of Our Ongoing Public Offering
Since commencing our initial public offering and through October 27, 2022, we had sold 45,933,910 shares of our common stock for gross proceeds of approximately $661.5 million. The following table summarizes the sales of our common stock on a quarterly basis since we formally commenced investment operations in January 2014. Dollar amounts are presented in thousands, except per share data:
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Quarter Ended Shares Sold Average Price per Share Gross Proceeds
Fiscal 2014 681,772  $ 14.65  $ 9,987 
Fiscal 2015 4,326,239  $ 14.94  64,645 
Fiscal 2016 7,271,509  $ 14.98  108,926 
Fiscal 2017 6,614,396  $ 16.00  105,828 
Fiscal 2018 4,822,552  $ 15.86  76,498 
Fiscal 2019 3,377,378  $ 15.14  51,120 
Fiscal 2020 2,059,226  $ 13.98  28,785 
Fiscal 2021 3,932,267  $ 12.11  47,608 
Fiscal 2022 7,752,485  $ 13.41  103,969 
Fiscal 2023
September 30, 2022 4,616,846  $ 12.62  58,261 
December 31, 2022 (through October 27, 2022) 479,240  $ 12.32  5,906 
Total Fiscal 2023 5,096,086  $ 12.59  64,167 
Total 45,933,910  $ 14.40  $ 661,533 

About Our Adviser
We are managed by Priority Senior Secured Income Management, LLC pursuant to an Investment Advisory Agreement, or the “Investment Advisory Agreement.” Our Adviser is owned 50% by Prospect Capital Management, an asset management firm and registered investment adviser under the Advisers Act, and 50% by Stratera Holdings, LLC. Our Adviser is registered as an investment adviser with the SEC under the Advisers Act and is led by a team of investment professionals from the investment and operations team of Prospect Capital Management and Prospect Administration. These individuals are responsible for our day-to-day operations on behalf of our Adviser and are responsible for developing, recommending and implementing our investment strategy. Prospect Capital Management also manages Prospect Capital Corporation, a business development company traded on the NASDAQ Global Select Market. See “Risk Factors-Risks Related to Our Adviser and Its Affiliates.” Prospect Capital Corporation had total assets of approximately $7.7 billion as of June 30, 2022. Our Adviser’s professionals also manage Prospect Floating Rate and Alternative Income Fund, Inc., or “PFLOAT,” which has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. As of June 30, 2022, PFLOAT had total assets of approximately $38.2 million.
Our Adviser’s investment professionals have significant experience and an extensive track record of investing in companies, managing high-yielding debt and equity investments, and managing and investing in CLOs, including the equity and junior debt tranches of CLOs, and Target Securities. Such parties also have extensive knowledge of the managerial, operational and regulatory requirements of publicly registered investment companies. Our Adviser does not currently have employees, but has access to certain investment, finance, accounting, legal and administrative personnel of Prospect Capital Management and Prospect Administration and may retain additional personnel as our activities expand. In particular, certain personnel of Prospect Capital Management will be made available to our Adviser to assist it in managing our portfolio and operations, provided that they are supervised at all times by our Adviser’s management team. See “Investment Objective and Strategy-About Our Adviser.” We believe that this depth of experience and disciplined investment approach will help our Adviser to successfully execute our investment strategy. See “Management” and “Portfolio Management” for biographical information regarding our Adviser’s professionals.
All investment decisions will be made by our Adviser’s professionals. Our Board of Directors, including a majority of independent directors, will oversee and monitor our investment performance and relationship with our Adviser. See “Investment Advisory Agreement.”

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Risk Factors
An investment in our shares involves a high degree of risk and may be considered speculative. You should carefully consider the information found in “Risk Factors” before deciding to invest in our shares. The following are some of the risks an investment in us involves:
Global economic, political and market conditions may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.
We are not obligated to complete a liquidity event by a specified date; therefore, it will be difficult or impossible for an investor to sell his or her shares, which are not listed on a securities exchange.
Our shares are not currently listed on any securities exchange, and we do not expect a public market for them to develop in the foreseeable future, if ever. Therefore, stockholders should not expect to be able to sell their shares promptly or at a desired price. No stockholder will have the right to require us to repurchase his or her shares or any portion thereof. Because no public market will exist for our shares, and none is expected to develop, stockholders will not be able to liquidate their investment prior to our liquidation or other liquidity event, other than through our share repurchase program, or, likely in limited circumstances, as a result of transfers of shares to other eligible investors.
We intend to offer to repurchase a limited number of shares on a quarterly basis, though we are under no obligation to do so. As a result you will have limited opportunities to sell your shares and, to the extent you are able to sell your shares under the program, you may not be able to recover the amount of your investment in our shares.
The amount of any distributions we may make is uncertain. Our distribution proceeds may exceed our earnings. Therefore, portions of the distributions that we make may be a return of the money that you originally invested and represent a return of capital to you for tax purposes. Such a return of capital is not immediately taxable, but reduces your tax basis in our shares, which may result in higher taxes for you even if your shares are sold at a price below your original investment.
Legislative or other actions relating to taxes could have a negative effect on us.
We intend to maintain our status as a RIC but may fail to do so. Such failure would subject us to corporate-level U.S. federal income tax on all of our income, which would have a material adverse effect on our financial performance.
As a result of the annual distribution requirement to qualify as a RIC, we will likely need to continually raise equity, make borrowings or sell existing investments to fund new investments. At times, these sources of funding may not be available to us on acceptable terms, if at all.
We are subject to financial market risks, including changes in interest rates, which may have a substantially negative impact on our investments.
Changes relating to the LIBOR calculation process, and its discontinuation, may adversely affect the value of the LIBOR-indexed, floating-rate debt securities in our portfolio.
Changes in credit spreads may adversely affect our profitability and result in realized and unrealized depreciation on our investments.
A significant portion of our portfolio will be recorded at fair value as determined in good faith by our Board of Directors and, as a result, there may be uncertainty as to the value of our investments.
Investing in Senior Secured Loans indirectly through CLO securities involves particular risks in addition to the risks typically associated with investing in Senior Secured Loans directly.
3


Our investments in CLO securities and other structured finance securities involve certain risks in addition to the general risks typically associated with investing in debt securities.
Our investments in the primary CLO market involve certain additional risks, including a negative market environment hampering a CLO collateral manager's ability to acquire sufficient collateral obligations that satisfy the CLO's concentration limitations and, in turn, the CLO's target initial par amount of collateral prior to the CLO's effective date.
Investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. securities.
Our investments in the equity and junior debt tranches of CLOs are exposed to leveraged credit risk.
Our investments in the equity and junior debt tranches of CLOs may be riskier and less transparent to us and our stockholders than direct investments in the underlying companies.
CLOs typically will have no significant assets other than their underlying Senior Secured Loans; payments on the CLOs are and will be payable solely from the cashflows from such Senior Secured Loans.
Failure to maintain adequate diversification of underlying obligors across the CLOs in which we invest would make us more vulnerable to defaults.
There is the potential for interruption and deferral of cashflow to our investments in the equity and junior debt tranches of CLOs.
Our investments in Target Securities may be illiquid.
We may invest in assets with no or limited performance or operating history.
We are exposed to underlying borrower fraud through our portfolio securities.
The inability of a CLO collateral manager to reinvest the proceeds of the prepayment of Senior Secured Loans in a CLO may adversely affect us.
Our investments are subject to prepayments and calls, increasing re-investment risk.
There is limited control of the administration and amendment of Senior Secured Loans in CLOs.
Senior Secured Loans in CLOs may be sold and replaced resulting in a loss to us.
Non-investment grade debt, which is often referred to as “junk” or “high-yield,” involves a greater risk of default and higher price volatility than investment grade debt.
We will generally have the right to receive payments only from the CLOs in which we invest, and will generally not have direct rights against the underlying borrowers comprising the CLOs’ investments or the entities that sponsored the CLOs.
Our investments in equity and junior debt tranches of CLOs will likely be subordinate to the other debt tranches of such CLOs, and are subject to a higher degree of risk of total loss.
We have not identified specific investments that we will make with the proceeds of this offering, and therefore you will not have the opportunity to evaluate our investments prior to purchasing our shares.
We may be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.
The potential for our Adviser to earn incentive fees under the Investment Advisory Agreement may create an incentive for it to enter into investments that are riskier or more speculative than would otherwise be in our best interests, and, since the base management fee is based on average total assets, our Adviser may have an incentive to increase portfolio leverage in order to earn higher base management fees.
4


Our Adviser and its affiliates face conflicts of interest as a result of compensation arrangements, time constraints and competition for investments, which they will attempt to resolve in a fair and equitable manner, but which may result in actions that are not in our stockholders’ best interests.
Our ability to enter into transactions with our affiliates will be restricted.
The purchase price at which you may purchase shares will be determined at each closing date. As a result, such purchase price may be higher than the prior closing price per share, and therefore you may receive a smaller number of shares than if you had subscribed at the prior closing price.
We may be unable to invest a significant portion of the net proceeds of our offering on acceptable terms in an acceptable timeframe.
Because we intend to continue to issue and offer for sale additional shares, investors in this offering will incur dilution.
We have issued shares of preferred stock and may borrow funds to make investments. We may also issue additional shares of preferred stock in order to provide funding to make investments. As a result, we would be exposed to the risks of borrowing, also known as leverage, which may be considered a speculative investment technique. Leverage increases the volatility of investments and magnifies the potential for loss on amounts invested, therefore increasing the risks associated with investing in our shares.
Our investments may be concentrated in a limited number of investments, which would magnify the effect of any losses suffered by a few of these investments.
See “Risk Factors” beginning on page 38 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our shares.
Investment Strategy
Our investment objective is to generate current income and, as a secondary objective, long-term capital appreciation. We seek to achieve our investment objective by investing, under normal circumstances, at least 80% of our total assets, or net assets plus borrowings, in Senior Secured Loans, with an emphasis on current income. Our investments may take the form of the purchase of Senior Secured Loans (either in the primary or secondary markets) or through investments in entities that in turn own a pool of Senior Secured Loans. This investment objective may be changed by our Board of Directors if we provide our stockholders with at least 60 days prior notice. We may invest in Senior Secured Loans directly or in any security issued by a CLO to implement our investment objective but have invested primarily by directly purchasing (either in the primary or secondary markets) the equity and junior debt tranches of CLOs. Structurally, CLOs are entities that are formed to manage a portfolio of Senior Secured Loans. The Senior Secured Loans within a CLO are limited to Senior Secured Loans which meet specified credit and diversity criteria and are subject to concentration limitations in order to create an investment portfolio that is broadly assorted across different Senior Secured Loans, borrowers, and industries, with limitations on non-U.S. borrowers.
The CLOs in which we invest typically will be issued by special purpose vehicles and will be predominantly collateralized against pools of Senior Secured Loans. Such Senior Secured Loans typically will be BB or B rated (non-investment grade or “junk”) and in limited circumstances, unrated, Senior Secured Loans originated in the U.S., with a first lien on the borrower’s assets. We invest in new issue transactions in the primary market and transactions in the secondary market.
We will identify potential investments using our Adviser’s market knowledge, experience and industry relationships. Our Adviser’s relationships with CLO collateral managers, underwriters and trading desks will be used to source transactions. In determining when to sell an investment, our Adviser will consider the following factors: the performance of such investment, the expected performance by evaluating the company if such investment is a Senior Secured Loan or evaluating the pool of Senior Secured Loans if such investment is in a CLO, current market conditions, our capital needs, and other factors.
We seek to invest a majority of our assets in a broad portfolio of cashflow CLOs and have currently invested a majority of our assets in the equity and junior debt tranches of cashflow CLOs. The underlying assets of cashflow CLOs are comprised primarily of Senior Secured Loans. Therefore, there is a direct relationship between the market for Senior Secured Loans and the market for cashflow CLOs in which we will seek to invest. We invest so as to obtain exposure across a relatively broad range of underlying borrowers and credit ratings, sectors, CLO collateral managers, and CLO maturity profiles. We also take into consideration any correlation between different underlying securities. In order to comply with diversification requirements
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applicable to RICs, with respect to half of our investment portfolio, our interest in any one investment will not exceed 5% of the value of our gross assets, and with respect to the other half of our portfolio, our interest in any one investment will not exceed 25% of the value of our gross assets. By virtue of our investments in cashflow CLOs, which will be predominantly collateralized against pools of Senior Secured Loans, we expect to be broadly invested with respect to credit exposure to any one particular industry or borrower although we will have no restrictions on the industry or borrower exposure of the underlying assets and we do not operate as a “diversified” investment company within the meaning of the 1940 Act. We do not invest in any CLOs or investment companies managed by our Adviser or its affiliates. See “Material U.S. Federal Income Tax Considerations” for our detailed RIC diversification requirements.
As a stockholder of the Company, you will not be able to directly enforce any rights and remedies in the event of a default of a Senior Secured Loan. In the case of the equity and junior debt tranches of CLO securities owned by the Company, the Company will not be able to directly enforce any rights and remedies in the event of a default of a Senior Secured Loan held by a CLO vehicle.
Our Target Securities, and particularly our investments in the equity and junior debt tranches of CLOs, are difficult to value by virtue of the fact that they are not publicly traded or actively traded on a secondary market but, instead, are traded on a privately negotiated over-the-counter secondary basis by institutional investors. As a result, we will value these securities monthly at fair value as determined in good faith pursuant to our valuation procedures.
We will be subject to certain regulatory restrictions in making our investments. On January 13, 2020 we received a co-investment exemptive order from the SEC, or the “Order,” which superseded a prior co-investment exemptive order granted on February 10, 2014, granting us the ability to negotiate terms other than price and quantity of co-investment transactions with other funds managed or owned by our Adviser or certain affiliates, including Prospect Capital Corporation and PFLOAT, where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions included therein. Under the terms of the Order, a majority of our independent directors who have no financial interest in the transaction must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. The Order also imposes reporting and record keeping requirements and limitations on transactional fees. We may only co-invest with other funds managed or owned by our Adviser or certain affiliates in accordance with such Order and existing regulatory guidance. See “Certain Relationships and Related Party Transactions-Allocation of Investments” in the statement of additional information.
To seek to enhance our returns to our common stockholders, we may borrow money from time to time at the discretion of our Adviser within the levels permitted by the 1940 Act (which generally allows us to incur indebtedness so long as our asset coverage ratio is at least 300% with respect to and after incurring such indebtedness or issue preferred stock so long as our asset coverage ratio is at least 200% with respect to and after issuing such preferred stock) when the terms and conditions available are favorable to long-term investing and well-aligned with our investment strategy and portfolio composition. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of June 30, 2022, we had, approximately, $27.4 million of shares of 7.00% Series D Term Preferred Stock due 2029 outstanding, $30.8 million of 6.625% Series F Term Preferred Stock due 2027 outstanding, $36.8 million of 6.250% Series G Term Preferred Stock due 2026 outstanding, $29.9 million of 6.000% Series H Term Preferred Stock due 2026 outstanding, $40.0 million of 6.125% Series I Term Preferred Stock due 2028 outstanding, $39.5 million of 6.000% Series J Term Preferred Stock due 2028 outstanding, $27.5 million of 6.375% Series L Term Preferred Stock due 2029 outstanding, $40.0 million of 7.000% Series K Cumulative Preferred Stock outstanding (collectively, the “Preferred Stock”), $24.8 million under the Facility outstanding and $30 million in aggregate principal amount of our 2035 Notes outstanding and our asset coverage ratio, with respect to the Preferred Stock, was approximately 260%. The table below summarizes our asset coverage per unit as of June 30, 2022.
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Senior Securities as of June 30, 2022(a)
Senior Securities Aggregate Amount Outstanding Asset Coverage per Unit Involuntary Liquidating Price per Preferred share
Average market value per unit(b)
The Facility $ 24,800,000  $ 34,205  $ —  $ — 
2035 Notes $ 30,000,000  $ 15,479  $ —  $ — 
Series D Term Preferred Stock Due 2029 $ 27,351,625  $ 65  $ 25.00  $ 25.37 
Series F Term Preferred Stock Due 2027 $ 30,835,700  $ 65  $ 25.00  $ 25.33 
Series G Term Preferred Stock Due 2026 $ 36,800,000  $ 65  $ 25.00  $ 25.26 
Series H Term Preferred Stock Due 2026 $ 29,900,000  $ 65  $ 25.00  $ 25.07 
Series I Term Preferred Stock Due 2028 $ 40,000,000  $ 65  $ 25.00  $ 24.99 
Series J Term Preferred Stock Due 2028 $ 39,500,000  $ 65  $ 25.00  $ 24.75 
Series L Term Preferred Stock Due 2029 $ 27,500,000  $ 65  $ 25.00  $ 24.37 
Series K Cumulative Preferred Stock $ 40,000,000  $ 65  $ 25.00  $ 24.22 
(a)The asset coverage ratio of the Facility is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by the secured senior securities balance of the Facility. The asset coverage ratio of the 2035 Notes is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by the secured senior securities balance of the Facility and the 2035 Notes. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit for the Facility and the 2035 Notes. The asset coverage ratio for a class of senior securities representing stock is calculated as our total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness plus the aggregate of the involuntary liquidation preference of senior securities which are a stock. With respect to the Preferred Stock, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding Preferred Stock (based on a per share liquidation preference of $25).
(b)Represents the average daily closing market price per share of each respective series of Preferred Stock for the respective periods listed on NYSE from June 30, 2021 to June 30, 2022. For series that were not outstanding at June 30, 2021, the average starts from the first day of trading of that particular series.
On March 18, 2020, the Company announced a program for the repurchase of up to $50 million worth of the outstanding shares of the Company’s Preferred Stock in aggregate. The Company may, but is not obligated to, repurchase its outstanding term Preferred Stock in the open market from time to time upon the approval of the Board of Directors. Under the repurchase program, the Company repurchased 18,748 Series A Term Preferred Stock, at an average net price of $18.32 per share, 15,082 Series B Term Preferred Stock, at an average net price of $18.25 per share, 52,901 Series C Term Preferred Stock at an average net price of $18.29 per share, 1,000 Series D Term Preferred Stock, at an average net price of $16.93 per share, 60,684 Series E Term Preferred Stock, at an average net price of $18.84 per share, and 64,652 Series F Term Preferred Stock, at an average net price of $16.99 per share, for the year ended June 30, 2020. In connection with our repurchased Preferred Stock, the Company recognized a realized gain of $1,299,945, net of previously unamortized deferred issuance costs of $190,339. On February 1, 2021, our Board of Directors authorized a program for the repurchase of up to $25 million worth of our outstanding shares of our Preferred Stock in aggregate, pursuant to terms consistent with those of the program announced in March 2020. Under the repurchase program, we repurchased 13,170 shares of our Series A Term Preferred Stock, at an average net price of $25.02 per share, 3,710 shares of our Series C Term Preferred Stock at an average net price of $25.20 per share, 1,942 shares of our Series D Term Preferred Stock, at an average net price of $25.27 per share, 17,642 shares of our Series E Term Preferred Stock, at an average net price of $25.02 per share, and 1,920 Series F Term Preferred Stock, at an average net price of $25.00 per share, from March 1, 2021 through March 5, 2021. In connection with our repurchased Preferred Stock, the Company recognized a realized loss of $20,687, net of previously unamortized deferred issuance costs of $29,957.

    On September 6, 2022, we entered into a secured revolving credit facility (the “Facility”). The aggregate commitment of the Facility is $40 million and is collateralized by our CLO investments. The Facility matures on March 6, 2027 and generally bears interest at the current 1 month SOFR Rate plus 3.25% subject to a SOFR floor of 0.25%. As of October 27, 2022, we had $33.8 million outstanding on the Facility. Additionally, the lender charges a fee on the unused portion of the credit facility equal to 0.375% per annum on the difference between the commitment amount and the average daily funded amount of the Facility. The agreement governing our Facility requires us to comply with certain financial and operational covenants. These covenants include restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets and a minimum total net asset level that we are required to maintain. As of October 27, 2022, we were in compliance with these covenants. However, our continued compliance with these covenants depends on many factors, some of
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which are beyond our control. Accordingly, there are no assurances that we will comply with the covenants in our Facility. Failure to comply with these covenants would result in a default under the Facility that, if we were unable to obtain a waiver from the lenders thereunder, could result in an acceleration of repayments under the Facility and thereby have a material adverse impact on our business, financial condition and results of operations.

    On January 27, 2020, we issued $15 million in aggregate principal amount of notes (the “2035 Notes”) in a private placement to an institutional investor. On March 3, 2022, we completed a further issuance of $15 million of the 2035 Notes in a private placement to the same institutional investor. The 2035 Notes mature on March 1, 2035 and bear interest at a rate of 6.50% per year, payable quarterly on March 31, June 30, September 30 and December 31 of each year. As of October 27, 2022, $30 million in aggregate principal amount of the 2035 Notes remained outstanding.
The use of borrowed funds, such as through the Facility, or the proceeds of notes, such as the 2035 Notes, or the proceeds of preferred stock, such as the Preferred Stock, to make investments has its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our shares. See “Risk Factors-Risks Related to Our Capital Structure and Leverage” for a discussion of the risks inherent to employing leverage.
While a registered closed-end management investment company may list its shares for trading in the public markets, we have currently elected not to do so. We believe that a non-traded structure is appropriate for the long-term nature of the assets in which we invest. This structure allows us to operate with a long-term view, similar to that of other types of private investment funds-instead of managing to quarterly market expectations-and to pursue our investment objective without subjecting our investors to the daily share price volatility associated with the public markets because our shares will not be listed on a national securities exchange. To provide our stockholders with limited liquidity, we intend to, but are not obligated to, conduct quarterly repurchase offers pursuant to our share repurchase program. We intend to limit the number of shares to be repurchased in any calendar quarter to up to 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year. We may determine in the future to conduct any future repurchase offers more or less frequently than on a quarterly basis as well as for a greater or lesser amount of our shares than currently expected, and we may suspend or terminate the share repurchase program at any time. We expect to offer to repurchase such shares at a price equal to the then current net asset value per share of our common stock. This will be the only method of liquidity that we offer prior to a liquidity event. Also, if you invest through a fee-based program, also known as a wrap account, of an investment dealer, your liquidity may be further restricted by the terms and conditions of such program, which may limit your ability to request the repurchase of your shares that are held in such account. See “Share Repurchase Program.” Therefore, stockholders may not be able to sell their shares promptly or at a desired price.
Our shares are not currently listed on an exchange, and we do not expect a public market to develop for them in the foreseeable future, if ever.
We intend to pursue a liquidity event for our stockholders, such as a public listing of our shares, following the completion of this offering, subject to then-current market conditions. The completion of a liquidity event is in the sole discretion of our Board of Directors, and depending upon the event, may require stockholder approval, and there can be no assurance that we will complete a liquidity event at all. See “Liquidity Strategy” for a discussion of what constitutes a liquidity event.
We commenced the initial public offering of our shares in 2013. Since that time, we have filed post-effective amendments to our prior registration statements that have allowed us to continue the offering of our Shares. The current offering will terminate on the earlier of (i) December 31, 2022 or (ii) the date upon which 150,000,000 shares of our common stock have been sold in the course of our offerings, unless further extended by the Board of Directors, in its sole discretion. As of October 27, 2022, we had sold an aggregate of 45,933,910 shares of our common stock for gross proceeds of approximately $661.5 million.
See “Investment Objective and Strategy” for additional information regarding our investment strategy.
Market Opportunity
CLOs are investment vehicles that own a broadly assorted pool of Senior Secured Loans. A CLO uses the cash flows from a broadly assorted portfolio of Senior Secured Loans to service multiple classes of rated debt securities, the proceeds of which together with the junior capital tranches are used to fund the purchase of the underlying Senior Secured Loans. A CLO is a special purpose vehicle (typically formed in the Cayman Islands or another similar foreign jurisdiction) formed to purchase the Senior Secured Loans and issue rated debt securities and equity tranches and/or unrated debt securities (generally treated as equity interests). The rated debt tranches consist of long-term financing with specified financing terms, including floating interest rates at a stated spread to LIBOR or SOFR. See “Risk Factors-Risks Related to Our Investments-Investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments” and “Our financial results may be affected adversely if one or more of our significant equity or junior debt investments in a CLO vehicle defaults on its payment obligations or fails to perform as we expect.”
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In a typical CLO, as shown in the chart below, the capital structure would include approximately 90% debt, with the remainder comprising the junior most CLO securities, typically referred to as the CLO’s equity tranche. Interest and principal repayment cashflows derived from the pool of Senior Secured Loans are allocated sequentially first to cover the operational and administrative costs of the CLO, second to the debt service of the highest ranking debt tranche, third to the debt service of the next highest ranking debt tranche and so on until all obligations of the CLO have been met. This sequential cashflow allocation is usually referred to as the “payment waterfall.” The most subordinated tranche of securities is therefore the most sensitive to defaults and realized losses in relation to the underlying assets, and the most senior tranche is the least sensitive to them.

clostructurea70a.gif
The equity tranche represents the most junior tranche in the CLO capital structure. The equity tranche is typically not rated and is subordinated to the debt tranches. The holders of equity tranche interests are typically entitled to any cash reserves that form part of the structure at the point at which such reserves are permitted to be released. The equity tranche captures available payments at the bottom of the payment waterfall, after operational and administrative costs of the CLO and servicing of the debt securities. Economically, the equity tranche benefits from the difference between the interest received from the Senior Secured Loans and the interest paid to the holders of debt tranches of the CLO structure. Should a default or decrease in expected payments to a particular CLO occur, that deficiency typically first affects the equity tranche in that holders of that position generally will be the first to have their payments decreased by the deficiency.
Debt tranches of CLOs typically are rated and have a stated coupon. Equity tranches of CLOs are typically unrated and do not have a stated coupon. Rather, payments to the equity tranches of CLOs are dependent on the residual cashflows after all interest, fees and expenses on the debt tranches have been paid. The equity tranche of a CLO is the most sensitive to defaults and realized losses as it is the most subordinated tranche in the CLO’s capital structure, whereas CLO debt tranches are not impacted by defaults and realized losses until total losses exceed the value of the equity tranche. CLO payment provisions are detailed in a CLO’s indenture and are referred to as the “priority of payments” or “waterfall.”
Each tranche within a CLO has voting rights on any amendments that would have a material effect on such tranche. Neither the debt tranches nor equity tranche of CLOs have voting rights on the management of the underlying Senior Secured Loan portfolio. The holders of the equity tranches of CLOs typically have the right to approve and/or replace the CLO collateral manager after such CLO manager has triggered a default. The equity tranche of a CLO has the ability to call the debt tranches following a non-call period. Debt tranches of CLOs do not have the right to call the other CLO security tranches.
We believe that the CLO market, including the U.S. Senior Secured Loan markets have represented and continue to represent attractive areas for investment. We believe that investments in the equity securities and junior debt obligations of CLOs provide an efficient mechanism for investing in the U.S. Senior Secured Loan market because investments in CLOs
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allow for us to invest in a highly diversified and levered pool of assets in a cost efficient manner. We may choose not to invest in Senior Secured Loans directly because our principle investment strategy is to invest in the equity and junior debt tranches of CLOs. We are able to invest in equity securities and junior debt obligations of CLOs that have leveraged exposure without the execution costs of creating such a portfolio. Investments in the more senior debt obligations of CLOs, on the other hand, do not provide the same efficiencies in terms of leverage and do not have the same equity exposure. We believe that while the U.S. Senior Secured Loan market is relatively large, with Standard & Poor’s estimating the total par value outstanding at approximately $1.43 trillion as of September 30, 2022,(1) this market remains largely inaccessible to a significant portion of investors that are not lenders or approved institutions.
An investment in a CLO offers access to a diversified and actively managed or actively monitored portfolio of Senior Secured Loans in a single investment. An investment in the equity class of a CLO provides the potential for enhanced returns generated by the difference between the yield on the underlying assets in the portfolio and the cost of funding the rated debt liabilities.
The most junior classes of all U.S. CLOs (typically referred to as CLO equity classes) have delivered over 19% annual average cash yields from January 2003 through December 2021, as shown in the chart below,(2) and, according to Wells Fargo, 98.1% of U.S. CLOs that have been issued since 2000 and redeemed through March 2015, which is the most recent date that is available for this data, have generated a positive return to equity investors.(3) Despite the historically favorable returns delivered by most junior classes of U.S. CLOs, these investments have generated lower returns during periods of extreme market volatility, particularly as a result of events impacting the U.S. credit markets. See “Risk Factors - Price declines in the markets for Target Securities, especially equity and junior tranches of CLOs and Senior Secured Loans, may adversely affect the fair value of our portfolio, reducing our net asset value through increased net unrealized depreciation.”
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(1)    Source: S&P Capital IQ - S&P LSTA Leveraged Lending Review 3Q22.
(2)    Source: Citigroup Global Capital Markets Research – Citi US CLO Scorecard – April 11, 2022; Citigroup Global Markets Research - 2012 Equity Study Spreadsheet; Citigroup Global Markets Research - Global Structured Credit Strategy - March 12, 2013.
(3)    Source: Wells Fargo Structured Products Research, Intex and data provided by CLO Collateral Managers.

annualizecloyieldv2.jpg
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Source: Citigroup Global Markets Research - Citi US CLO Scorecard – April 11, 2022; Citigroup Global Markets Research - 2012 Equity Study Spreadsheet; Citigroup Global Markets Research - Global Structured Credit Strategy - March 12, 2013.

Cashflow transactions
The underlying assets of cashflow transactions may be either actively managed by a CLO collateral manager, or structured as static pools where few if any changes can be made to the initial asset selection. We invest primarily in actively-managed transactions where the portfolios will be managed according to typically stringent investment guidelines set out at the inception of the transaction. These guidelines likely will include specific requirements determined by the rating agencies (Moody’s, Standard & Poor’s, and/or Fitch), such as a portfolio broadly invested by industry and issuer and weighted average rating requirements on the Senior Secured Loans in the portfolio.
Broad investment variety is a key feature of the portfolios of the CLOs in which we invest, and is aimed at minimizing the effect of potential credit deterioration. Typical guidelines require broad investment variety by issuer and industry. Individual CLO portfolios will generally consist of a large number of issuers in various industries.
Returns to investors in the equity classes of CLOs depend on a number of factors. One of the principal drivers is the number and timing of defaults in the portfolio, as well as recovery rates on any defaulted Senior Secured Loans. Other factors which contribute to return performance are correlation among assets, portfolio purchase price, repayment rate, reinvestment
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interest rate, trading gains/losses, test levels, frequency of payment on assets and liabilities, and timing of allocation of cashflows.
The Senior Secured Loan market is characterized by various factors, including:
Seniority.  A Senior Secured Loan typically has a first lien, or sometimes second lien, on the borrower’s assets and ranks senior in a borrower’s capital structure to other forms of debt or equity. As such, that loan maintains the senior-most claim on the borrower’s assets and cash flow, and, we believe should, all other things being equal, offer the prospect of a more stable and lower-risk investment relative to other debt and equity securities issued by the borrower.
Consistent long-term performance.  Senior Secured Loans have provided positive cash yields in all years since 1997, and only two full years (2008 and 2015) of negative returns including mark-to-market volatility. Senior Secured Loans provided a 2-year return of 7.5% in 2008 and 2009 despite the market downturn.(4)
Floating rate instruments.  A Senior Secured Loan typically contains a floating interest rate versus a fixed interest rate, which we believe provides some measure of protection against the risk of increases in interest rates and inflation. Also, the debt tranches of a CLO have floating interest rates as well, which provides a partial matching of changes in the interest rates on the CLO’s assets and liabilities.
Low default-rate environment.  The default rate on all Senior Secured Loans included in the S&P/LSTA Leveraged Loan Index has averaged 2.11% from January 1, 2003 through June 30, 2022.(5) The S&P/LSTA Leveraged Loan Index reflects the market-weighted performance of a selection of U.S. dollar-denominated institutional Senior Secured Loans.
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(4)    Source: S&P Capital IQ - Leveraged Loan Index Returns Summary.
(5)    Source: S&P Capital IQ - S&P/LSTA Leveraged Loan Index Default Rates.
In the current environment, we believe the above attributes are particularly desirable.
We believe that the equity and junior debt tranches of CLO securities in which we invest currently represent, as a class, an opportunity to obtain attractive risk-adjusted investment returns. We believe that a number of factors support this conclusion, including:
The U.S. CLO market is relatively large, with a total outstanding notional balance of approximately $980 billion as of September 30, 2022;(6)
CLOs are not significantly impacted solely by the same mark to market volatility of Senior Secured Loans. Therefore, we believe a decline in Senior Secured Loan prices similar to 2008, August 2011, and March 2020 does not solely have a directly negative impact on CLOs and provides CLOs an opportunity to acquire Senior Secured Loans at discounted prices;
CLOs are typically subject to significant investment restrictions resulting in diversified portfolios. Investment restrictions include limitations on exposure to any one borrower, Senior Secured Loan, or particular industry, requirements for minimum weighted average spreads and minimum weighted average ratings, and limitations on low rated Senior Secured Loans. Required diversity tests typically result in the average Senior Secured Loan or issuer representing less than 2% and no industry exceeding 15% of a CLO’s portfolio;
We believe that investing in Target Securities requires high levels of research and analysis. We believe that typically this analysis can only be conducted by knowledgeable market participants, as the nature of the analysis tends to be highly specialized; and
U.S. CLO equity tranches have delivered over 19% average annual cash yields from January 2003 through December 2021.(7)
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(6)    Source: Kanerai.
(7)    Source: Citigroup Global Markets Research - Citi US CLO Scorecard – April 11, 2022; Citigroup Global Markets Research - 2012 Equity Study Spreadsheet; Citigroup Global Markets Research - Global Structured Credit Strategy - March 12, 2013.
We caution investors that the past performance described above is not indicative of future returns and the results do not include fees, expenses or taxes that a stockholder may incur. The results described above may not be representative of our portfolio.
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Potential Competitive Strengths
We believe that we offer our investors the following potential competitive strengths:
Established platform with seasoned investment professionals. We will benefit from the wider resources of our Adviser through the personnel it utilizes from Prospect Capital Management, which is focused on sourcing, structuring, executing, monitoring and exiting a broad range of investments. We believe these personnel possess market knowledge, experience and industry relationships that enable them to identify potentially attractive investment opportunities in Target Securities.
Long-term investment horizon. Unlike private equity and venture capital funds, we will not be subject to standard periodic capital return requirements. Such requirements typically stipulate that capital invested in these funds, together with any capital gains on such investment, can be invested only once and must be returned to investors after a pre-determined time period. We believe our ability to make investments with a longer-term view and without the capital return requirements of traditional private investment vehicles will provide us with greater flexibility to seek investments that can generate attractive returns on invested capital.
Efficient tax structure. As a regulated investment company, or “RIC,” we generally will not be subject to U.S. federal income taxes on any ordinary income or capital gains that we timely distribute to our stockholders as dividends. Furthermore, tax-exempt investors in our securities who do not finance their acquisition of our securities with indebtedness should not be required to recognize unrelated business taxable income, or “UBTI.” Although, as a RIC, we generally will not be subject to U.S. federal income taxes on dividends we receive from taxable entities and that we timely distribute to our stockholders, any taxable entities we own generally will be subject to U.S. federal and state income taxes on their income. As a result, the net return to us on such investments that are held by such subsidiaries will be reduced to the extent that the subsidiaries are subject to income taxes.
Disciplined, income-oriented investment philosophy. Our Adviser employs a conservative investment approach focused on current income and long-term investment performance. This investment approach involves a multi-stage selection process for each investment opportunity, as well as ongoing monitoring of each investment made, with particular emphasis on early detection of deteriorating credit conditions at issuers of Senior Secured Loans which could result in adverse portfolio developments. This strategy is designed to maximize current income and minimize the risk of capital loss while maintaining potential for long-term capital appreciation.
Investment expertise across all levels of the corporate capital structure. We believe the personnel available to our Adviser have broad expertise and experience investing in companies, managing high-yielding debt and equity investments, and managing and investing in Target Securities. We will attempt to capitalize on this expertise in an effort to produce and maintain an investment portfolio that will perform well in a broad range of economic conditions.
Plan of Distribution
    We commenced the initial public offering of our shares in 2013. Since that time, we have filed post-effective amendments to our prior registration statements that have allowed us to continue the offering of our shares. The current offering will terminate on the earlier of (i) December 31, 2022 or (ii) the date upon which 150,000,000 shares of our common stock have been sold in the course of our offerings, unless further extended by the Board of Directors, in its sole discretion. As of October 27, 2022, we had sold an aggregate of 45,933,910 shares of our common stock for gross proceeds of approximately $661.5 million. We sell our shares of common stock with differing up-front sales loads. Shares available to the general public are charged selling commissions and dealer manager fees and are referred to as our “Class R Shares.” Shares available to accounts managed by certain registered investment advisers and broker-dealers that are managing wrap or other fee-based accounts are charged dealer manager fees but no selling commissions and are referred to as our “Class RIA Shares.” Shares available for purchase (1) through certain fee-based programs, also known as wrap accounts, of investment dealers, (2) through certain participating broker-dealers that have alternative fee arrangements with their clients, (3) through certain registered investment advisers, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers, such as an endowment, foundation, or pension fund, or (5) to other institutional investors are charged no selling commissions or dealer manager fees and are referred to as our “Class I Shares.” For example, you will pay (i) selling commissions of up to 6.0% and dealer manager fees of up to 0.75% for the purchase of our Class R shares, (ii) dealer manager fees of up to 0.75%, but no selling commissions, for the purchase of our Class RIA shares and (iii) no selling commissions or dealer manager fees for the purchase of our Class I shares. We are offering to sell any combination of our shares, with an aggregate number of shares up to the maximum offering of shares. In no event will the aggregate selling commissions and dealer manager fees exceed 6.75% of the gross offering proceeds received in this offering. Regardless of the sales load paid, each share of our common stock will have identical rights with respect to voting and distributions, and will likewise bear its own pro rata portion of our expenses and have the same net asset value as each other share of our common stock. The minimum permitted purchase is $1,000. Although we use “Class” designations to indicate our differing sales load structures, the Company does not operate as a multi-class fund. The dealer manager is not required to sell any specific number
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or dollar amount of shares but will use its best efforts to sell the shares offered. In addition to the payment of selling commissions and the dealer manager fee, so long as costs and expenses are reasonable and documented and mutually agreed to by us and the Dealer Manager in advance of incurring such costs, we will reimburse the Dealer Manager for certain expenses as permitted by FINRA Rule 5110. In some cases, we will pay these expenses directly, but under no circumstances will these payments or expenses, when added to the Dealer Manager Fee and sales commission, exceed the greater of 8% of the gross offering proceeds or the maximum allowed under FINRA Rule 5110.
Before making your investment decision, please consult with your financial advisor regarding your account type and the classes of shares you may be eligible to purchase.
We are currently offering our shares on a continuous basis at an offering price of $12.39 per share; however, to the extent that our net asset value increases, we will sell at a price necessary to ensure that shares are not sold at a price per share, after deduction of selling commissions and dealer manager fees, that is below our net asset value per share. In the event of a decline in our net asset value per share over the course of one month, we will reduce our offering price accordingly. Promptly following any such adjustment to the offering price per share, we will file a prospectus supplement with the SEC disclosing the adjusted offering price, and we will also post the updated information on our website at www.priorityincomefund.com (which is not intended to be an active hyperlink).
Preferred Capital Securities, LLC acts as the Dealer Manager in connection with the sale of shares registered in this offering. The Dealer Manager is not an affiliate of our Adviser. To purchase shares in this offering, you must complete and sign a subscription agreement (in the form attached to this prospectus as Appendix A) for a specific dollar amount equal to or greater than that share class’ investment minimum and pay such amount at the time of subscription. You should make your check payable to “Priority Income Fund, Inc.” Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or in part. See “—How to Subscribe.”
How to Subscribe
Investors seeking to purchase our shares should proceed as follows:
Read this entire prospectus and any appendices and supplements accompanying this prospectus.
Complete the execution copy of the subscription agreement provided by your financial representative. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix A.
Deliver a check for the full purchase price of the shares being subscribed for made out to “Priority Income Fund, Inc.,” along with the completed subscription agreement, to the selected broker-dealer or registered investment adviser. The selected broker-dealer or registered investment adviser, as the case may be, should deliver or mail your check and subscription agreement to:
Via Mail: Via Express/Overnight Delivery:
Priority Income Fund, Inc. Priority Income Fund, Inc.
c/o Preferred Capital Securities, LLC c/o Preferred Capital Securities, LLC
P.O. Box 219768 430 West 7th Street
Kansas City, MO 64121-9768 Kansas City, MO 64105-1407
866-655-3650 866-655-3650
After you have satisfied the applicable minimum purchase requirement, additional purchases must be in increments of $500, except for purchases made pursuant to our distribution reinvestment plan.
By executing the subscription agreement and paying the total purchase price for the shares subscribed for, each investor attests that he meets the requirements as stated in the subscription agreement and agrees to be bound by all of its terms.
Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or in part. Subscriptions will be accepted or rejected within 30 days of receipt by us and, if rejected, all funds shall be returned to subscribers within such timeframe without deduction for any expenses.
An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.
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Use of Proceeds
We intend to use substantially all of the proceeds from this offering, net of expenses, to make investments, with an emphasis on current income in accordance with our investment objective and using the strategies described in this prospectus. Those investments may take the form of the purchase of Target Securities. The remainder we expect to be used to reduce then-outstanding obligations under the Facility, to pay interest on, or repurchase from time to time, our outstanding shares of preferred stock, and for general corporate purposes. There can be no assurance we will be able to sell all the shares we are registering. If we sell only a portion of the shares we are registering, we may be unable to achieve our investment objective or provide variation in our portfolio, including the variation necessary to meet the asset diversification requirements applicable to RICs. See “Risk Factors - Federal Income Tax Risks.”
We estimate that it will take up to three months for us to substantially invest the net proceeds from each closing of this continuous offering, depending on the availability of attractive opportunities and market conditions. However, we can offer no assurance that we will be able to achieve this goal. Pending such use, we will invest the net proceeds of this offering primarily in cash, cash equivalents, U.S. government securities, money market funds, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our election to be taxed as a RIC. See “Use of Proceeds.”
Share Repurchase Program
Our shares are not currently listed on any securities exchange, and we do not expect a public market for them to develop in the foreseeable future, if ever. Therefore, stockholders should not expect to be able to sell their shares promptly or at a desired price.
To provide our stockholders with limited liquidity, we intend to conduct quarterly tender offers pursuant to our share repurchase program. The first such tender offer commenced in May 2015 and the repurchase occurred in connection with our July 10, 2015 weekly closing. The following table reflects certain information regarding the tender offers we have conducted to date.
Quarter Ended Repurchase Date Shares Repurchased Percentage of Shares Tendered That Were Repurchased Repurchase Price Per Share Aggregate Consideration for Repurchased Shares
For year ended June 30, 2017
June 30, 2016 July 26, 2016 65,696  100.00  % $ 14.24  $ 935,513 
September 30, 2016 November 3, 2016 66,998  100.00  % 13.86  928,594 
December 31, 2016 January 25, 2017 59,538  100.00  % 14.70  875,211 
March 31, 2017 April 27, 2017 195,988  57.90  % 14.54  2,849,662 
Total for year ended June 30, 2017 388,220  5,588,980 
For year ended June 30, 2018
June 30, 2017 July 31, 2017 213,636  79.39  % 14.46  3,089,170 
September 30, 2017 October 27, 2017 235,220  100.00  % 14.10  3,316,611 
December 31, 2017 January 26, 2018 272,534  91.22  % 13.87  3,780,039 
March 31, 2018 April 30, 2018 289,237  36.51  % 13.78  3,985,681 
Total for year ended June 30, 2018 1,010,627  14,171,501 
For year ended June 30, 2019
June 30, 2018 July 27, 2018 306,581  62.16  % 13.50  4,138,842 
September 30, 2018 November 1, 2018 322,429  53.07  % 13.24  4,268,965 
December 31, 2018 January 25, 2019 323,492  73.11  % 13.07  4,228,024 
March 31, 2019 April 29, 2019 331,607  69.19  % 13.42  4,450,171 
Total for year ended June 30, 2019 1,284,109  17,086,002 
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Quarter Ended Repurchase Date Shares Repurchased Percentage of Shares Tendered That Were Repurchased Repurchase Price Per Share Aggregate Consideration for Repurchased Shares
For year ended June 30, 2020
June 30, 2019 July 30, 2019 341,354  39.93  % 13.03  4,447,835 
September 30, 2019 October 25, 2019 370,981  33.90  % 12.76  4,733,715 
December 31, 2019 January 27, 2020 404,532  42.90  % 12.55  5,076,868 
March 31, 2020 April 28, 2020 478,340  57.43  % 10.75  5,141,523 
Total for year ended June 30, 2020 1,595,207  19,399,941 
For year ended June 30, 2021
June 30, 2020 July 27, 2020 470,321  62.22  % $ 10.59  $ 4,980,700 
September 30, 2020 October 28, 2020 381,283  31.07  % 10.35  3,946,290 
December 31, 2020 January 25, 2021 352,720  35.59  % 11.62  4,098,605 
March 31, 2021 April 27, 2021 360,479  32.28  % 11.95  4,307,720 
Total for year ended June 30, 2021 1,564,803  17,333,315 
For year ended June 30, 2022
June 30, 2021 July 28, 2021 375,861  35.91  % $ 12.17  $ 4,574,228 
September 30, 2021 October 27, 2021 377,475  36.90  % 12.46  4,700,039 
December 31, 2021 January 31, 2022 384,510  36.17  % 12.69  4,979,428 
March 31, 2022 April 24, 2022 1,263,700  70.44  % 12.77  16,137,449 
Total for year ended June 30, 2022 2,401,546  30,391,144 
For year ended June 30, 2023
June 30, 2022 August 2, 2022 848,423  100.00  % $ 12.08  $ 10,248,950 
Total for year ended June 30, 2023 848,423  10,248,950 
On a quarterly basis, we intend to offer to repurchase shares on such terms as may be determined by our Board of Directors unless, in the judgment of our Board of Directors, such repurchases would not be in our best interests or in the best interests of our stockholders, or would violate applicable law. In months in which we repurchase shares, we will conduct repurchases on the same date that we hold our first closing in such month for the sale of shares in this offering. We will conduct such repurchase offers in accordance with the requirements of Regulation 14E and Rule 13e-4 under the Exchange Act and the 1940 Act. Any offer to repurchase shares will be conducted solely through tender offer materials mailed to each stockholder and is not being made through this prospectus.
We intend to limit the number of shares to be repurchased in any calendar quarter to up to 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year. We may determine in the future to conduct any future repurchase offers more or less frequently than on a quarterly basis as well as for a greater or lesser amount of our shares than currently expected, and we may suspend or terminate the share repurchase program at any time. We expect to offer to repurchase such shares at a price equal to the then current net asset value per share of our common stock.
In connection with its consideration of whether to repurchase shares, our Board of Directors will consider any requests it has received from stockholders. If the amount of repurchase requests exceeds the number of shares we seek to repurchase, we will repurchase shares on a pro-rata basis (subject to odd-lot priority). As a result, we may repurchase less than the full amount of shares that you request to have repurchased. Further, we will not be obligated to repurchase shares if doing so would violate restrictions on distributions under applicable federal or Maryland law prohibiting distributions that would cause us to fail to meet statutory tests of solvency. If we do not repurchase the full amount of your shares that you have requested to be repurchased, or we determine not to make repurchases of our shares, you may not be able to dispose of your shares, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with the RIC qualification and diversification rules promulgated under the Code and the 1940 Act.
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While we intend to conduct quarterly repurchases of our shares as described above, we are not required to do so. If you invest through a fee-based program, also known as a wrap account, of an investment dealer, your liquidity may be further restricted by the terms and conditions of such program, which may limit your ability to request the repurchase of your shares that are held in such account. See “Share Repurchase Program.”
Liquidity Strategy
We intend to pursue a liquidity event for our stockholders, such as a public listing of our shares, following the completion of this offering, subject to then-current market conditions. The completion of a liquidity event is in the sole discretion of our Board of Directors, and depending upon the event, may require stockholder approval, and there can be no assurance that we will complete a liquidity event at all. The current offering will terminate on the earlier of (i) December 31, 2022 or (ii) the date upon which 150,000,000 shares of our common stock have been sold in the course of our offerings, unless further extended by the Board of Directors, in its sole discretion. As of October 27, 2022, we had sold an aggregate of 45,933,910 shares of our common stock for gross proceeds of approximately $661.5 million. This offering will be complete when we have sold the maximum number of shares offered hereby, or earlier in the event we determine in our sole discretion to cease offering additional shares for sale to investors. A liquidity event could include, among other things, (1) the sale of all or substantially all of our assets either on a complete portfolio basis or individually followed by a liquidation, (2) a listing of our shares on a national securities exchange or (3) a merger or another transaction approved by our Board of Directors in which our stockholders will receive cash or shares of a publicly traded company. We refer to the aforementioned scenarios as “liquidity events.” While our intention is to pursue a liquidity event following the completion of this offering, the completion of a liquidity event is in the sole discretion of our Board of Directors, and depending upon the event, may require stockholder approval, and there can be no assurance that a suitable transaction will be available or that market conditions will permit a liquidity event. As a result, a liquidity event may not occur at all. In making a determination of what type of liquidity event is in the best interest of our stockholders, our Board of Directors, including our independent directors, may consider a variety of criteria, including, but not limited to, portfolio diversification, portfolio performance, our financial condition, potential access to capital as a listed company, market conditions for the sale of our assets or listing of our shares, internal management considerations and the potential for stockholder liquidity. If we determine to pursue a listing of our shares on a national securities exchange in the future, at that time we may consider either an internal or an external management structure.
Prior to the completion of a liquidity event, our share repurchase program may provide a limited opportunity for you to have your shares repurchased, subject to certain restrictions and limitations, at a price which may reflect a discount from the purchase price you paid for the shares being repurchased. See “Share Repurchase Program” for a detailed description of our share repurchase program.
Advisory Fees
Our Adviser is compensated for its services. Under the Investment Advisory Agreement, our Adviser is entitled to a fee consisting of two components—a base management fee and an incentive fee. When we determine to use leverage, as is the case with the issuance of preferred stock, the fees paid to the Adviser for investment advisory services are higher than if we did not use leverage because the fees paid are calculated based on total assets, which includes assets attributable to leverage. The base management fee is calculated at an annual rate of 2.0% of our total assets. The base management fee is payable quarterly in arrears and is calculated based on the average value of our total assets as of the end of the two most recently completed calendar quarters. The subordinated incentive fee, which we refer to as the subordinated incentive fee on income, will be calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding quarter and will be subordinated to a fixed preferred return on the value of our net assets at the end of the immediately preceding calendar quarter equal to 1.5% per quarter, or an annualized rate of 6.0%. See “Investment Advisory Agreement—Overview of Our Adviser—Advisory Fees.”
Administration
We have entered into an administration agreement, or the “Administration Agreement,” under which we have agreed to reimburse Prospect Administration for our allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including furnishing us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing us with other administrative services. Prospect Administration is controlled by Prospect Capital Management. See “Administration Agreement.”
Conflicts of Interest
Our Adviser and certain of its affiliates may experience conflicts of interest in connection with the management of our business affairs, including, but not limited to, the following:
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The directors, officers and other personnel of our Adviser and its affiliates allocate their time between advising us and managing other investment activities and business activities in which they may be involved, including managing and operating Prospect Capital Corporation;
The compensation payable by us to our Adviser and other affiliates will be approved by our Board of Directors consistent with the exercise of the requisite standard of care applicable to directors under Maryland law and our charter and bylaws. Such compensation is payable, in most cases, whether or not our stockholders receive distributions;
We will compete with certain affiliates for investments, including Prospect Capital Corporation and PFLOAT, subjecting our Adviser and its affiliates to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending acquisitions on our behalf;
Regardless of the quality of the assets acquired or the services provided to us, or whether we make distributions to our stockholders, our Adviser will receive base management fees and reimbursement of routine non-compensation overhead expenses in connection with the management of our portfolio, such as expenses incurred by Prospect Administration or us in connection with administering our business, including expenses incurred by Prospect Administration in performing administrative services for us, and the reimbursement of the compensation of our Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary and other administrative personnel paid by Prospect Administration, subject to the limitations included in the Administration Agreement, and may receive subordinated incentive fees in connection with the generation of net investment income;
We may compete with other funds managed by affiliates of our Adviser for investment opportunities, subjecting our Adviser and its affiliates to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending acquisitions to us;
From time to time, to the extent consistent with the 1940 Act and the rules and regulations promulgated thereunder, we and other clients (if any) for which our Adviser provides investment management services or carries on investment activities may make investments at different levels of an investment entity’s capital structure or otherwise in different classes of an issuer’s securities. These investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by us and such other clients;
Our Adviser and its respective affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, us, even though their investment objective may be similar to ours;
Prospect Capital Management and its affiliates may have existing business relationships or access to material, non-public information that would prevent our Adviser from recommending certain investment opportunities that would otherwise fit within our investment objective;
Our Adviser and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with us and/or may involve substantial time and resources of our Adviser or its affiliates. Affiliates of our Adviser, whose primary business includes the origination of investments, engage in investment advisory business with accounts that compete with us. Affiliates of our Adviser have no obligation to make their originated investment opportunities available to us; and
To the extent permitted by the 1940 Act and staff interpretations, our Adviser may seek to have us and one or more other investment accounts managed or owned by our Adviser or certain of its affiliates participate in an investment opportunity. The Order permitting us to co-invest with other funds managed or owned by our Adviser or certain affiliates grants us the ability to negotiate terms other than price and quantity of co-investment transactions with other funds managed or owned by our Adviser or certain affiliates, including Prospect Capital Corporation and PFLOAT, where co-investing would otherwise be prohibited by the 1940 Act, subject to the conditions included therein. Under the terms of the Order, a majority of our independent directors who have no financial interest in the transaction must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. The Order also imposes reporting and record keeping requirements and limitations on transactional fees. We may only co-invest with other funds managed or owned by our Adviser or certain affiliates in accordance with such Order and existing regulatory guidance. See “Certain Relationships and Related Party Transactions—Allocation of Investments” in the statement of additional information. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among us and the other participating accounts. To mitigate these conflicts, our Adviser and its affiliates will seek to allocate portfolio transactions for all of the participating investment accounts, including us, on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new
17


investments, the applicable investment programs and portfolio positions, the clients for which participation is appropriate and any other factors deemed appropriate.
Available Information
We file periodic reports, proxy statements and other information with the SEC. This information will be available on the SEC’s website at www.sec.gov. This information will also be available free of charge by contacting us at 10 East 40th Street, 42nd Floor, New York, New York, 10016 or on our website at www.priorityincomefund.com (which is not intended to be an active hyperlink). These reports should not be considered a part of or as incorporated by reference into this prospectus, or the registration statement of which this prospectus is a part.
Distributions
Subject to our Board of Directors’ discretion and applicable legal restrictions, we intend to authorize and declare ordinary cash distributions on a quarterly basis and pay such distributions on a monthly basis. We will then calculate each stockholder’s specific distribution amount for the period using weekly record dates with each stockholder eligible to receive distributions beginning the week we accept the stockholder’s order for our shares. Prior to the termination of the expense support and conditional reimbursement agreement, a portion of or substantially all of our distributions had resulted from expense support payments provided by our Adviser that may be subject to repayment by us within three years if certain conditions are met. You should understand that reimbursements to our Adviser (if any such reimbursements are made) may reduce the future distributions that you would otherwise be entitled. There can be no assurance that we will achieve the performance necessary to sustain our distributions or that we will be able to pay distributions at all. See “Distributions-Conditional Obligation to Reimburse the Adviser Pursuant to Terminated Expense Support Agreement.” From time to time, we may also pay interim special distributions in cash or in our shares at the discretion of our Board of Directors. For example, our Board of Directors may periodically declare share distributions in order to reduce our net asset value per share if necessary to ensure that we do not sell shares at a price below net asset value per share. Our distributions may exceed our earnings. Therefore, portions of the distributions that we make may be a return of the money that you originally invested and represent a return of capital to you for tax purposes. Such a return of capital is not immediately taxable, but reduces your tax basis in our shares, which may result in higher taxes for you even if your shares are sold at a price below your original investment. Each year a statement on Form 1099-DIV identifying the source of the distribution will be mailed to our stockholders. There can be no assurance that we will be able to pay distributions at a specific rate or at all. See “Material U.S. Federal Income Tax Considerations.”
We intend to make our ordinary distributions in the form of additional shares pursuant to our distribution reinvestment plan, unless shareholders elect to receive their distributions in cash. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. stockholder. If stockholders hold shares in the name of a broker or financial intermediary, they should contact the broker or financial intermediary if they wish to receive distributions in cash.

Our current regular weekly cash distribution amount is $0.02014 per share as of June 30, 2022, and our four special distributions were $0.06750, $0.07000, $0.070625 and $0.071250 which were declared during the year ended June 30, 2022. Based on our most recent public offering price of $12.39 per Class R shares as of September 30, 2022 and our latest weekly cash and quarterly bonus distributions of $0.02014 and $0.071875, respectively, the annualized distribution rate to our stockholders as of October 27, 2022 was approximately 10.8%. The annualized distribution rate to our stockholders does not represent an actual investment return to our stockholders and may include income, realized capital gains and a return of investors’ capital. Our annualized distribution rate to our stockholders is subject to change and in the future may be greater or less than the annualized distribution rate set forth above. See “Financial Highlights” and “Distributions.”

Portfolio Update
As of June 30, 2022, our investment portfolio consisted of interests in 182 investments. The following is our investment portfolio as of June 30, 2022:
Schedule of Investments
As of June 30, 2022
Portfolio Investments(1)(5)(9)
Investment
Estimated Yield(2)/Interest Rate
Legal Maturity Acquisition date Principal Amount Amortized Cost
Fair Value(3)
Level 3
% of Net Assets
Collateralized Loan Obligation - Equity Class (Cayman Islands)
Adams Mill CLO Ltd.(6)(7) Subordinated Notes —  % 7/15/2026 7/3/2014 $ 500,000  $ —  $ —  —  %
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AIMCO CLO 11, Ltd. Subordinated Notes 22.07  % 10/17/2034 4/4/2022 5,000,000  4,872,394  4,863,387  0.9  %
Apidos CLO XVIII-R Subordinated Notes 12.25  % 10/22/2030 9/26/2018 410,000  496,976  390,154  0.1  %
Apidos CLO XX Subordinated Notes 29.05  % 7/16/2031 3/4/2020 12,500,000  6,799,271  7,551,592  1.4  %
Apidos CLO XXI(6)(7) Subordinated Notes —  % 7/19/2027 5/13/2015 5,000,000  3,070,605  —  —  %
Apidos CLO XXII Subordinated Notes 20.69  % 4/21/2031 9/17/2015 9,894,611  6,403,429  6,986,707  1.3  %
Apidos CLO XXIV Subordinated Notes 27.84  % 10/21/2030 5/17/2019 12,214,397  6,715,689  7,472,318  1.4  %
Apidos CLO XXVI Subordinated Notes 17.82  % 7/18/2029 7/25/2019 6,000,000  4,464,440  4,531,189  0.9  %
Babson CLO Ltd. 2015-I Subordinated Notes 8.63  % 1/20/2031 4/1/2015 3,400,000  2,098,394  1,499,617  0.3  %
Barings CLO Ltd. 2018-III(6) Subordinated Notes —  % 7/20/2029 10/10/2014 397,600  174,479  116,086  0.0  %
BlueMountain CLO 2012-2 Ltd.(6)(7) Subordinated Notes —  % 11/20/2028 1/7/2015 3,000,000  858,325  —  —  %
BlueMountain CLO 2013-2 Ltd. Subordinated Notes 0.55  % 10/22/2030 10/1/2015 1,900,000  1,423,539  968,652  0.2  %
BlueMountain CLO XXVI Ltd. Subordinated Notes 21.27  % 10/20/2034 11/18/2021 8,906,000  7,480,440  7,029,595  1.3  %
BlueMountain CLO XXVIII Ltd. Subordinated Notes 22.39  % 4/17/2034 4/1/2022 3,300,000  2,832,329  2,770,842  0.5  %
BlueMountain CLO XXIX Ltd. Subordinated Notes 22.25  % 7/25/2034 12/15/2021 6,000,000  5,405,324  5,182,363  1.0  %
BlueMountain CLO XXXI Ltd. Subordinated Notes 23.22  % 4/19/2034 4/28/2022 5,000,000  4,021,776  3,862,073  0.7  %
BlueMountain CLO XXXII Ltd. Subordinated Notes 21.64  % 10/16/2034 2/18/2022 6,000,000  5,081,190  4,842,432  0.9  %
BlueMountain CLO XXXIV Ltd. Subordinated Notes 22.23  % 4/20/2035 3/23/2022 5,700,000  5,210,439  4,925,047  0.9  %
BlueMountain Fuji US CLO II Ltd. Subordinated Notes 12.45  % 10/21/2030 8/22/2017 2,500,000  2,170,681  1,848,795  0.3  %
California Street CLO IX, Ltd. Preference Shares 25.58  % 7/16/2032 12/13/2019 4,670,000  2,212,092  2,318,847  0.4  %
Carlyle Global Market Strategies CLO 2013-1, Ltd. Subordinated Notes 7.71  % 8/14/2030 6/23/2016 17,550,000  11,489,607  8,388,496  1.6  %
Carlyle Global Market Strategies CLO 2013-4, Ltd. Income Notes 9.42  % 1/15/2031 12/22/2016 11,839,488  6,998,756  5,532,762  1.0  %
Carlyle Global Market Strategies CLO 2014-1, Ltd. Income Notes 18.29  % 4/17/2031 2/25/2016 12,870,000  7,977,720  8,071,750  1.5  %
Carlyle Global Market Strategies CLO 2014-3-R, Ltd. Subordinated Notes 10.47  % 7/28/2031 5/23/2018 15,000,000  12,697,347  10,301,924  1.9  %
Carlyle Global Market Strategies CLO 2016-1, Ltd. Subordinated Notes 11.49  % 4/20/2034 3/16/2016 6,844,556  6,073,361  5,228,773  1.0  %
Carlyle Global Market Strategies CLO 2016-3, Ltd. Subordinated Notes 13.53  % 7/20/2034 8/8/2016 3,245,614  2,753,921  2,643,114  0.5  %
Carlyle Global Market Strategies CLO 2017-2, Ltd. Subordinated Notes 31.04  % 7/21/2031 1/4/2022 4,450,000  2,367,891  2,311,461  0.4  %
Carlyle Global Market Strategies CLO 2017-4, Ltd. Income Notes 27.73  % 1/15/2030 10/14/2021 9,107,000  5,092,682  4,848,127  0.9  %
Carlyle Global Market Strategies CLO 2017-5, Ltd. Subordinated Notes 8.58  % 1/22/2030 12/18/2017 10,000,000  8,831,000  7,429,833  1.4  %
Cedar Funding II CLO, Ltd. Subordinated Notes 15.50  % 4/20/2034 9/27/2017 2,500,000  2,055,422  1,820,775  0.3  %
Cedar Funding IV CLO, Ltd. Subordinated Notes 15.73  % 7/23/2030 6/19/2017 26,698,229  21,114,649  19,597,526  3.8  %
Cedar Funding V CLO, Ltd. Subordinated Notes 26.50  % 7/17/2031 10/15/2018 7,358,000  7,087,461  7,254,209  1.4  %
Cedar Funding VI CLO, Ltd. Subordinated Notes 16.63  % 4/20/2034 8/7/2017 $ 6,722,117  $ 6,425,745  $ 5,724,185  1.1  %
Cedar Funding X CLO, Ltd. Subordinated Notes 24.60  % 10/20/2032 1/12/2022 10,775,000  8,978,675  8,590,671  1.6  %
Cedar Funding XI CLO, Ltd. Subordinated Notes 23.86  % 6/1/2032 7/12/2021 17,500,000  13,389,179  13,790,274  2.6  %
Cedar Funding XII, Ltd. Subordinated Notes 23.04  % 10/25/2034 3/28/2022 3,300,000  2,754,738  2,690,667  0.5  %
Cedar Funding XIV, Ltd. Subordinated Notes 23.67  % 7/15/2033 4/7/2022 10,000,000  7,569,452  7,516,059  1.4  %
Cent CLO 21 Limited(6) Subordinated Notes —  % 7/26/2030 5/15/2014 510,555  351,027  271,923  0.1  %
19


CIFC Falcon 2019, Ltd. Subordinated Notes 19.06  % 1/20/2033 5/14/2021 8,500,000  7,840,321  7,753,009  1.5  %
CIFC Funding 2013-I, Ltd. Subordinated Notes 16.94  % 7/16/2030 6/1/2018 3,000,000  1,797,636  1,684,217  0.3  %
CIFC Funding 2013-II, Ltd. Income Notes 7.73  % 10/18/2030 2/6/2014 305,000  172,695  128,062  0.0  %
CIFC Funding 2013-III-R, Ltd. Subordinated Notes 26.75  % 4/24/2031 1/19/2021 4,900,000  2,101,240  2,285,145  0.4  %
CIFC Funding 2013-IV, Ltd. Subordinated Notes 16.90  % 4/28/2031 3/15/2019 8,000,000  5,014,125  4,938,442  0.9  %
CIFC Funding 2014, Ltd. Income Notes 10.58  % 1/21/2031 2/6/2014 2,758,900  1,646,591  1,347,076  0.3  %
CIFC Funding 2014-III, Ltd. Income Notes 14.11  % 10/22/2031 11/14/2016 11,700,000  6,881,483  5,658,273  1.1  %
CIFC Funding 2014-IV-R, Ltd. Income Notes 15.39  % 1/17/2035 8/5/2014 4,833,031  2,980,929  2,613,457  0.5  %
CIFC Funding 2015-I, Ltd. Subordinated Notes 14.31  % 1/22/2031 11/24/2015 7,500,000  5,035,978  4,502,886  0.8  %
CIFC Funding 2015-III, Ltd.(6) Subordinated Notes —  % 4/19/2029 5/29/2018 10,000,000  5,659,528  5,166,357  1.0  %
CIFC Funding 2015-IV, Ltd. Subordinated Notes 16.96  % 4/20/2034 4/27/2016 22,930,000  12,745,429  11,453,905  2.2  %
CIFC Funding 2016-I, Ltd. Subordinated Notes 25.23  % 10/21/2031 12/9/2016 6,500,000  4,368,481  5,544,155  1.0  %
CIFC Funding 2017-I, Ltd. Subordinated Notes 1.62  % 4/20/2029 2/3/2017 8,000,000  6,485,309  5,594,010  1.1  %
CIFC Funding 2017-IV, Ltd. Subordinated Notes 15.15  % 10/24/2030 8/14/2017 18,000,000  17,064,568  15,349,902  3.0  %
CIFC Funding 2018-IV, Ltd. Subordinated Notes 25.30  % 10/17/2031 6/19/2020 6,000,000  4,313,927  4,902,001  0.9  %
CIFC Funding 2020-II, Ltd. Income Notes 28.26  % 10/20/2034 7/20/2020 2,000,000  1,577,419  1,832,097  0.3  %
CIFC Funding 2020-III, Ltd. Subordinated Notes 23.08  % 10/20/2034 9/11/2020 7,350,000  6,558,500  7,056,700  1.3  %
Columbia Cent CLO 29 Limited Subordinated Notes 27.27  % 10/20/2034 7/10/2020 16,000,000  11,763,190  13,651,421  2.6  %
Columbia Cent CLO 31 Limited Subordinated Notes 21.59  % 4/20/2034 2/1/2021 12,100,000  9,998,167  10,074,323  1.9  %
Dryden 86 CLO, Ltd. Subordinated Notes 24.76  % 7/17/2034 3/10/2022 10,250,000  7,370,408  7,185,676  1.4  %
Dryden 87 CLO, Ltd. Subordinated Notes 24.05  % 5/22/2034 3/10/2022 4,000,000  3,414,920  3,305,856  0.6  %
Dryden 95 CLO, Ltd. Subordinated Notes 23.26  % 8/21/2034 4/27/2022 10,500,000  8,522,795  8,775,370  1.7  %
Galaxy XIX CLO, Ltd. Subordinated Notes 16.07  % 7/24/2030 12/5/2016 2,750,000  1,946,258  1,445,554  0.3  %
Galaxy XX CLO, Ltd. Subordinated Notes 25.97  % 4/21/2031 5/28/2021 2,000,000  1,549,977  1,559,401  0.3  %
Galaxy XXI CLO, Ltd. Subordinated Notes 27.66  % 4/21/2031 5/28/2021 4,775,000  2,856,549  2,889,137  0.5  %
Galaxy XXVII CLO, Ltd. Subordinated Notes 32.42  % 5/16/2031 7/23/2021 2,212,500  921,699  1,071,161  0.2  %
Galaxy XXVIII CLO, Ltd. Subordinated Notes 27.98  % 7/15/2031 5/30/2014 5,295,000  2,339,303  2,309,735  0.4  %
GoldenTree Loan Opportunities IX, Ltd. Subordinated Notes 0.08  % 10/29/2029 7/19/2017 3,250,000  2,249,399  1,839,762  0.3  %
Halcyon Loan Advisors Funding 2014-2 Ltd.(6) Subordinated Notes —  % 4/28/2025 4/14/2014 400,000  210,313  —  —  %
Halcyon Loan Advisors Funding 2014-3 Ltd.(6) Subordinated Notes —  % 10/22/2025 9/12/2014 $ 500,000  $ 298,545  $ —  —  %
Halcyon Loan Advisors Funding 2015-1 Ltd.(6) Subordinated Notes —  % 4/20/2027 3/16/2015 3,000,000  1,849,511  —  —  %
Halcyon Loan Advisors Funding 2015-2 Ltd.(6) Subordinated Notes —  % 7/26/2027 6/3/2015 3,000,000  1,927,789  —  —  %
Halcyon Loan Advisors Funding 2015-3 Ltd.(6) Subordinated Notes —  % 10/18/2027 7/27/2015 7,000,000  5,329,399  20,770  0.0  %
HarbourView CLO VII-R, Ltd.(6) Subordinated Notes —  % 7/18/2031 6/5/2015 275,000  190,055  95,189  0.0  %
Jefferson Mill CLO Ltd. Subordinated Notes 5.50  % 10/20/2031 6/30/2015 6,049,689  4,652,718  3,302,287  0.6  %
LCM XV Limited Partnership Income Notes 0.84  % 7/19/2030 1/28/2014 250,000  159,333  113,606  0.0  %
LCM XVI Limited Partnership Income Notes 6.53  % 10/15/2031 5/12/2014 6,814,685  4,416,365  3,146,506  0.6  %
LCM XVII Limited Partnership Income Notes 8.68  % 10/15/2031 9/17/2014 1,000,000  693,425  531,863  0.1  %
20


LCM XVIII Limited Partnership Income Notes 37.83  % 4/21/2031 10/29/2021 12,195,000  4,659,321  4,251,384  0.8  %
LCM XXVIII Limited Partnership Subordinated Notes 30.52  % 10/21/2030 10/29/2021 2,000,000  1,167,435  1,096,607  0.2  %
LCM XXXII Limited Partnership Income Notes 22.95  % 7/20/2034 3/2/2022 9,390,000  7,534,031  7,275,912  1.4  %
Madison Park Funding XIII, Ltd. Subordinated Notes 4.24  % 4/19/2030 2/3/2014 13,000,000  7,853,138  7,652,616  1.4  %
Madison Park Funding XIV, Ltd. Subordinated Notes 18.23  % 10/22/2030 7/3/2014 23,750,000  15,586,848  13,680,997  2.6  %
Madison Park Funding XL, Ltd. Subordinated Notes 37.06  % 5/28/2030 10/8/2020 7,000,000  3,149,826  3,453,849  0.7  %
Mountain View CLO 2014-1 Ltd.(6) Income Notes —  % 10/15/2026 8/29/2014 1,000,000  497,106  —  —  %
Mountain View CLO IX Ltd. Subordinated Notes 11.15  % 7/15/2031 5/13/2015 8,815,500  4,602,301  4,148,777  0.8  %
Neuberger Berman CLO XVI-S, Ltd. Subordinated Notes 23.17  % 4/17/2034 2/9/2022 16,000,000  14,899,279  14,114,980  2.7  %
Neuberger Berman CLO XXI, Ltd. Subordinated Notes 23.81  % 4/20/2034 2/16/2022 8,501,407  6,644,918  6,135,373  1.2  %
Octagon Investment Partners XIV, Ltd. Income Notes 4.06  % 7/16/2029 12/1/2017 6,150,000  3,353,752  2,676,611  0.5  %
Octagon Investment Partners XV, Ltd. Income Notes 22.04  % 7/19/2030 5/23/2019 8,937,544  4,830,091  5,093,555  1.0  %
Octagon Investment Partners XVII, Ltd. Subordinated Notes 13.77  % 1/27/2031 6/28/2018 16,153,000  8,033,338  6,881,748  1.3  %
Octagon Investment Partners 18-R, Ltd. Subordinated Notes 10.81  % 4/16/2031 7/30/2015 4,568,944  2,211,394  1,703,959  0.3  %
Octagon Investment Partners 20-R, Ltd. Subordinated Notes 15.26  % 5/12/2031 4/25/2019 3,500,000  2,917,035  2,404,634  0.5  %
Octagon Investment Partners XXI, Ltd. Subordinated Notes 16.00  % 2/14/2031 1/6/2016 13,822,188  8,415,480  6,642,710  1.3  %
Octagon Investment Partners XXII, Ltd. Subordinated Notes 9.07  % 1/22/2030 11/12/2014 6,625,000  4,829,796  3,730,182  0.7  %
Octagon Investment Partners 27, Ltd. Subordinated Notes 14.46  % 7/15/2030 10/31/2018 5,000,000  3,332,225  2,825,014  0.5  %
Octagon Investment Partners 30, Ltd. Subordinated Notes 9.98  % 3/18/2030 11/16/2017 9,525,000  7,976,149  7,195,545  1.4  %
Octagon Investment Partners 31, Ltd. Subordinated Notes 24.63  % 7/19/2030 12/20/2019 3,067,500  1,970,283  1,974,557  0.4  %
Octagon Investment Partners 33, Ltd. Subordinated Notes 13.29  % 1/20/2031 7/9/2018 2,850,000  2,349,225  2,047,237  0.4  %
Octagon Investment Partners 36, Ltd. Subordinated Notes 20.93  % 4/15/2031 12/20/2019 10,400,960  7,952,133  7,463,296  1.4  %
Octagon Investment Partners 37, Ltd. Subordinated Notes 22.44  % 7/25/2030 3/17/2021 14,500,000  10,907,381  10,997,449  2.1  %
Octagon Investment Partners 39, Ltd. Subordinated Notes 21.13  % 10/21/2030 1/9/2020 10,250,000  7,845,886  8,023,819  1.5  %
Octagon Loan Funding, Ltd. Subordinated Notes 17.19  % 11/18/2031 8/25/2014 5,014,526  2,978,384  2,729,515  0.5  %
OZLM VI, Ltd.(6) Subordinated Notes —  % 4/17/2031 10/31/2016 $ 15,688,991  $ 10,941,670  $ 7,583,520  1.4  %
OZLM VII, Ltd.(6) Subordinated Notes —  % 7/17/2029 11/3/2015 2,654,467  1,430,145  626,025  0.1  %
OZLM VIII, Ltd.(6) Subordinated Notes —  % 10/17/2029 8/7/2014 950,000  571,130  321,811  0.1  %
OZLM IX, Ltd. Subordinated Notes 5.03  % 10/20/2031 2/22/2017 15,000,000  10,953,853  7,650,572  1.4  %
OZLM XII, Ltd.(6) Subordinated Notes —  % 4/30/2027 1/17/2017 12,122,952  7,169,134  1,533,891  0.3  %
OZLM XXII, Ltd. Subordinated Notes 5.38  % 1/17/2031 5/11/2017 27,343,000  14,818,659  11,647,832  2.2  %
Redding Ridge 3 CLO, Ltd. Preference Shares 16.71  % 1/15/2030 3/26/2021 12,293,000  6,753,884  6,422,536  1.2  %
Redding Ridge 4 CLO, Ltd. Subordinated Notes 16.26  % 4/15/2030 1/29/2021 14,000,000  12,579,614  12,293,759  2.3  %
Redding Ridge 5 CLO, Ltd. Subordinated Notes 17.87  % 10/15/2031 5/27/2021 5,500,000  4,899,287  4,875,328  0.9  %
Rockford Tower CLO 2021-3, Ltd. Subordinated Notes 21.61  % 10/20/2034 2/11/2022 8,000,000  6,878,864  7,060,370  1.3  %
Romark WM-R Ltd. Subordinated Notes 6.59  % 4/21/2031 4/11/2014 490,713  362,389  258,716  0.0  %
Sound Point CLO II, Ltd. Subordinated Notes 9.36  % 1/26/2031 5/16/2019 21,053,778  10,822,581  8,471,240  1.6  %
21


Sound Point CLO VII-R, Ltd. Subordinated Notes 12.53  % 10/23/2031 7/31/2019 9,002,745  3,473,695  2,678,997  0.5  %
Sound Point CLO XVII, Ltd. Subordinated Notes 11.81  % 10/20/2030 7/11/2018 20,000,000  15,442,016  13,631,175  2.6  %
Sound Point CLO XVIII, Ltd. Subordinated Notes 17.75  % 1/20/2031 10/29/2018 15,563,500  11,294,800  11,090,683  2.1  %
Sound Point CLO XIX, Ltd. Subordinated Notes 24.26  % 4/15/2031 9/23/2021 7,500,000  4,198,507  4,149,604  0.8  %
Sound Point CLO XX, Ltd. Subordinated Notes 25.63  % 7/28/2031 11/5/2021 8,000,000  4,990,349  4,676,384  0.9  %
Sound Point CLO XXIII, Ltd. Subordinated Notes 19.35  % 7/17/2034 8/27/2021 5,915,000  4,276,068  4,258,642  0.8  %
Symphony CLO XIV, Ltd.(6) Subordinated Notes —  % 7/14/2026 5/6/2014 750,000  379,097  219,163  0.0  %
Symphony CLO XVI, Ltd. Subordinated Notes 11.44  % 10/15/2031 7/1/2015 5,000,000  4,031,086  3,219,534  0.6  %
Symphony CLO XIX, Ltd. Subordinated Notes 20.64  % 4/16/2031 5/6/2021 2,000,000  1,321,996  1,305,571  0.2  %
TCI-Symphony CLO 2017-1, Ltd. Income Notes 31.58  % 7/15/2030 9/15/2020 3,000,000  1,778,156  1,904,260  0.4  %
THL Credit Wind River 2013-1 CLO, Ltd. Subordinated Notes 1.91  % 7/19/2030 11/1/2017 10,395,000  7,186,435  5,289,231  1.0  %
THL Credit Wind River 2013-2 CLO, Ltd. Income Notes 9.65  % 10/18/2030 12/27/2017 3,250,000  2,010,985  1,561,570  0.3  %
THL Credit Wind River 2014-1 CLO, Ltd. Subordinated Notes 10.80  % 7/18/2031 7/11/2018 11,800,000  6,932,939  5,901,542  1.1  %
THL Credit Wind River 2014-2 CLO, Ltd. Income Notes 31.28  % 1/15/2031 1/22/2021 7,550,000  2,485,253  2,634,071  0.5  %
THL Credit Wind River 2017-4 CLO, Ltd. Subordinated Notes 30.00  % 11/20/2030 6/25/2020 3,765,400  2,657,854  2,703,011  0.5  %
THL Credit Wind River 2018-2 CLO, Ltd. Subordinated Notes 15.80  % 7/15/2030 3/11/2019 8,884,000  7,621,918  6,852,277  1.3  %
THL Credit Wind River 2018-3 CLO, Ltd. Subordinated Notes 18.87  % 1/20/2031 6/28/2019 13,000,000  11,576,463  11,128,913  2.1  %
Venture XVIII CLO, Ltd.(6) Subordinated Notes —  % 10/15/2029 7/16/2018 4,750,000  2,914,781  2,535,817  0.5  %
Venture 28A CLO, Ltd. Subordinated Notes 17.03  % 10/20/2034 7/16/2018 17,715,000  12,854,134  11,942,297  2.3  %
Venture XXX CLO, Ltd. Subordinated Notes 14.15  % 1/15/2031 7/16/2018 5,100,000  4,132,572  3,923,102  0.7  %
Venture XXXII CLO, Ltd. Subordinated Notes 16.01  % 7/18/2031 10/9/2018 7,929,328  7,069,631  6,237,204  1.2  %
Venture XXXIV CLO, Ltd. Subordinated Notes 20.99  % 10/15/2031 7/30/2019 13,903,000  10,705,316  10,631,561  2.0  %
Venture 41 CLO, Ltd. Subordinated Notes 22.38  % 1/20/2034 1/26/2021 $ 8,249,375  $ 7,166,376  $ 6,926,771  1.3  %
Venture 42 CLO, Ltd. Subordinated Notes 21.31  % 4/17/2034 11/5/2021 15,000,000  12,742,386  11,978,751  2.3  %
Venture 43 CLO, Ltd. Subordinated Notes 22.24  % 4/17/2034 9/1/2021 12,000,000  9,490,916  9,630,857  1.8  %
Voya IM CLO 2013-1, Ltd. Income Notes 6.64  % 10/15/2030 6/9/2016 4,174,688  2,681,420  2,032,315  0.4  %
Voya IM CLO 2013-3, Ltd.(6) Subordinated Notes —  % 10/18/2031 2/13/2015 4,000,000  1,941,217  1,248,694  0.2  %
Voya IM CLO 2014-1, Ltd.(6) Subordinated Notes —  % 4/18/2031 2/5/2014 314,774  201,720  126,121  0.0  %
Voya CLO 2014-3, Ltd.(6)(7) Subordinated Notes —  % 7/24/2026 4/10/2015 7,000,000  2,853,170  —  —  %
Voya CLO 2014-4, Ltd. Subordinated Notes 2.26  % 7/14/2031 11/10/2014 1,000,000  670,955  458,851  0.1  %
Voya CLO 2015-2, Ltd.(6)(7) Subordinated Notes —  % 7/23/2027 6/24/2015 13,712,000  3,300,779  —  —  %
Voya CLO 2016-1, Ltd. Subordinated Notes 12.04  % 1/21/2031 1/22/2016 7,750,000  6,229,593  5,668,806  1.1  %
Voya CLO 2016-3, Ltd. Subordinated Notes 10.17  % 10/20/2031 9/30/2016 10,225,000  7,935,849  6,844,803  1.3  %
Voya CLO 2017-3, Ltd. Subordinated Notes 12.00  % 4/20/2034 6/15/2017 5,750,000  6,341,986  5,261,562  1.0  %
Voya CLO 2017-4, Ltd. Subordinated Notes 29.33  % 10/15/2030 3/25/2021 2,500,000  1,522,088  1,523,904  0.3  %
Voya CLO 2018-1, Ltd. Subordinated Notes 16.28  % 4/18/2031 2/23/2018 20,000,000  16,204,883  14,842,975  2.8  %
Voya CLO 2018-2, Ltd. Subordinated Notes 27.71  % 7/15/2031 4/27/2021 6,778,666  4,164,659  4,227,925  0.8  %
22


Voya CLO 2018-4, Ltd. Subordinated Notes 26.88  % 1/15/2032 8/9/2021 3,192,000  2,222,270  2,246,022  0.4  %
Voya CLO 2019-1, Ltd. Subordinated Notes 20.61  % 4/15/2031 1/27/2020 15,500,000  14,167,058  13,494,103  2.5  %
Voya CLO 2020-1, Ltd. Subordinated Notes 22.93  % 7/17/2034 3/3/2022 6,500,000  5,387,120  5,085,701  1.0  %
Voya CLO 2022-1, Ltd. Subordinated Notes 21.20  % 4/20/2035 3/18/2022 17,600,000  15,389,762  15,188,944  3.0  %
West CLO 2014-1 Ltd.(6)(7) Subordinated Notes —  % 7/17/2026 6/24/2014 13,375,000  2,623,161  —  —  %
Total Collateralized Loan Obligation - Equity Class $ 857,954,106  $ 766,507,176  144.7  %
Collateralized Loan Obligation - Debt Class (Cayman Islands)(4)
Apidos CLO XXIV Class E-R Notes 8.92% (3M LIBOR + 7.86%) 10/21/2030 3/10/2020 $ 2,000,000  $ 1,558,442  $ 1,544,637  0.3  %
California Street CLO IX, Ltd. Class F-R2 Notes 9.56% (3M LIBOR + 8.52%) 7/16/2032 9/2/2020 2,000,000  1,616,761  1,704,718  0.3  %
Carlyle Global Market Strategies 2014-2-R, Ltd. Class E Notes 9.41% (3M LIBOR + 8.00%) 5/15/2031 3/6/2019 7,500,000  6,979,606  5,295,066  1.0  %
Carlyle CLO 17, Ltd. Class E-R Notes 9.64% (3M LIBOR + 8.35%) 4/30/2031 3/5/2019 3,000,000  2,844,653  2,822,610  0.5  %
Cent CLO 21 Limited Class E-R2 Notes 9.87% (3M LIBOR + 8.65%) 7/26/2030 7/12/2018 109,122  105,818  97,144  0.0  %
CIFC Funding 2013-III-R, Ltd. Class E Notes 8.96% (3M LIBOR + 7.78%) 4/24/2031 10/2/2020 3,000,000  2,328,760  2,274,696  0.4  %
CIFC Funding 2014-III, Ltd. Class F-R2 Notes 9.39% (3M LIBOR + 8.25%) 10/22/2031 11/5/2021 1,500,000  1,389,413  1,240,174  0.2  %
CIFC Funding 2014-IV-R, Ltd. Class E-R Notes 10.22% (3M LIBOR + 9.18%) 1/17/2035 12/20/2021 778,684