UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23230
AlphaCentric Prime Meridian Income Fund
(Exact name of registrant as specified in charter)
36 North New York Avenue
Huntington, New York 11743
(Address of principal executive offices) (Zip code)
George F. Amrhein, Jr.
36 North New York Ave
Huntington, New York 11743
(Name and address of agent for service)
(631) 629-4237
Registrant's telephone number, including area code
Date of fiscal year end: September 30
Date of reporting period: March 31, 2023
Item 1. Reports to Stockholders.
(a)

AlphaCentric Prime Meridian Income Fund
Semi-Annual Report
March 31, 2023
You may elect to receive shareholder reports in paper free of charge. You can request to receive paper copies of your shareholder reports by contacting your financial intermediary or, if you invest directly with the Fund, calling 1-888-910-0412 to let the Fund know of your request.
AlphaCentric Prime Meridian Income Fund
Table of Contents
Expense Example | 1 |
Investment Highlights | 2 |
Portfolio Overview | 3 |
Condensed Schedule of Investments | 4 |
Statement of Assets and Liabilities | 6 |
Statement of Operations | 7 |
Statement of Changes in Net Assets | 8 |
Statement of Cash Flows | 9 |
Financial Highlights | 10 |
Notes to Financial Statements | 11 |
Board of Trustees’ Approval of Advisory and Sub-advisory Agreements | 19 |
AlphaCentric Prime Meridian Income Fund |
EXPENSE EXAMPLE |
March 31, 2023 (Unaudited) |
|
As a shareholder of AlphaCentric Prime Meridian Income Fund (the “Fund”), you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, service fees on marketplace loans and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.
The example is based on an investment of $1,000 invested at the beginning of the period, October 1, 2022, and held through the period ended March 31, 2023.
Actual Expenses
The “Actual” expenses line in the table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The “Hypothetical” expenses line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning | Ending | Annualized | Expenses Paid |
| Account Value | Account Value | Expense | During the |
| 10/1/2022 | 3/31/2023 | Ratio(a) | Period(a) |
AlphaCentric Prime Meridian Income Fund | | | | |
Actual | $1,000.00 | $991.30 | 2.80% | $13.90 |
Hypothetical (5% return before expenses) | $1,000.00 | $1,010.97 | 2.80% | $14.04 |
| (a) | Expenses are equal to the Fund’s annualized expense ratio of 2.80%, multiplied by the average account value over the period beginning October 1, 2022 and ending March 31, 2023, multiplied by 182/365 to reflect the one-half year period. |
AlphaCentric Prime Meridian Income Fund |
INVESTMENT HIGHLIGHTS |
March 31, 2023 (Unaudited) |
|
Fund Performance Data
The Fund’s performance figures for the periods ended March 31, 2023, as compared to its benchmarks(a):
| Cumulative | | Annualized |
| Six | One | | Three | Since Inception |
| Months | Year | | Years | (12/31/2019) |
AlphaCentric Prime Meridian Income Fund | -0.87% | -0.45% | | 5.23% | 5.13% |
Bloomberg U.S. High Yield Corporate Bond Index(b) | 7.89% | -3.34% | | 5.91% | 1.13% |
Bloomberg U.S. Credit 1-3 Year Index(b) | 2.62% | 0.35% | | 0.67% | 0.40% |
| | | | | |
| (a) | Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, returns for the Fund would be lower. Past performance is not predictive of future performance. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than the original cost. |
| (b) | The Bloomberg U.S. High Yield Corporate Bond Index measures the USD-denominated, high yield, fixed-rate corporate bond market. The Bloomberg U.S. Credit 1-3 Year Index measures the performance of investment grade, US dollar-denominated, fixed-rate, taxable corporate and government-related debt with 1 to 2.9999 years to maturity. It is composed of a corporate component and a non-corporate component that includes non-US agencies, sovereigns, supranationals and local authorities. Neither index reflects fees, taxes or expenses. A direct investment in an index is not possible. |
AlphaCentric Prime Meridian Income Fund |
PORTFOLIO OVERVIEW |
March 31, 2023 (Unaudited) |
|
Portfolio Allocation by Year of Scheduled Maturity(a)

Year of Scheduled Maturity | | Percentage(a) |
Whole Loans | | |
2023 Whole Loans | | 0.1% |
2024 Whole Loans | | 4.1% |
2025 Whole Loans | | 16.2% |
2026 Whole Loans | | 11.3% |
2027 Whole Loans | | 5.6% |
2033 Whole Loans | | 0.2% |
Total Whole Loans | | 37.5% |
| | |
Bridge Loans | | |
2021 Bridge Loans | | 2.2% |
2022 Bridge Loans | | 9.6% |
2023 Bridge Loans | | 26.9% |
Total Bridge Loans | | 38.7% |
| | |
Other Assets in Excess of Liabilities | | 23.8% |
Total Net Assets | | 100.0% |
| | |
| (a) | Percentages are based on total net assets of the Fund. Please refer to the Condensed Schedule of Investments in this semi-annual report for a listing of the Fund’s holdings. |
AlphaCentric Prime Meridian Income Fund |
CONDENSED SCHEDULE OF INVESTMENTS |
March 31, 2023 (Unaudited) |
| | | | Original | | | | | | | | | |
| | | | Acquisition | | Principal | | | | | | | |
| | Platform | | Date | | Amount | | | Cost | | | Fair Value | |
WHOLE LOANS - 37.5% | | | | | | | | | | | | | | | | |
Consumer Loans - 37.5% (a) | | | | | | | | | | | | | | | | |
185735111, 21.49%, 02/11/27 | | LendingClub | | 02/15/22 | | $ | 20,723 | | | $ | 20,723 | | | $ | 20,224 | |
184464380, 30.99%, 12/27/26 | | LendingClub | | 12/28/21 | | | 17,959 | | | | 18,133 | | | | 17,871 | |
197155516, 19.69%, 02/07/26 | | LendingClub | | 02/07/23 | | | 19,588 | | | | 17,982 | | | | 17,784 | |
Other Consumer Loans, 21.70%, 11/16/23 - 04/27/33 (b) | | LendingClub | | | | | 2,036,904 | | | | 2,008,631 | | | | 1,808,152 | |
Total Whole Loans | | | | | | | | | | | 2,065,469 | | | | 1,864,031 | |
| | | | | | | | | | | | | | | | |
BRIDGE LOANS - 38.7% | | | | | | | | | | | | | | | | |
Real Estate Loans - 38.7% (a)(c) | | | | | | | | | | | | | | | | |
41159, 8.50%, 06/11/23 | | Fund That Flip | | 03/29/21 | | | 58,000 | | | | 58,000 | | | | 56,874 | |
60198, 9.50%, 02/15/23 | | Fund That Flip | | 08/04/22 | | | 50,000 | | | | 50,000 | | | | 50,322 | |
45227, 9.00%, 09/21/22 | | Fund That Flip | | 10/13/21 | | | 50,000 | | | | 50,000 | | | | 49,939 | |
22482, 11.00%, 12/31/23 | | Sharestates | | 12/20/22 | | | 50,000 | | | | 50,000 | | | | 49,859 | |
22478, 12.00%, 12/31/23 | | Sharestates | | 12/21/22 | | | 50,000 | | | | 50,000 | | | | 49,841 | |
22483, 10.49%, 09/30/23 | | Sharestates | | 12/20/22 | | | 50,000 | | | | 50,000 | | | | 49,835 | |
22228, 12.00%, 10/31/23 | | Sharestates | | 10/13/22 | | | 50,000 | | | | 50,000 | | | | 49,750 | |
65117, 12.00%, 11/15/23 | | Fund That Flip | | 02/13/23 | | | 50,000 | | | | 50,000 | | | | 49,726 | |
21998, 10.15%, 07/31/23 | | Sharestates | | 08/19/22 | | | 50,000 | | | | 50,000 | | | | 49,722 | |
22008, 11.00%, 08/31/23 | | Sharestates | | 08/22/22 | | | 50,000 | | | | 50,000 | | | | 49,717 | |
21603, 10.50%, 05/31/23 | | Sharestates | | 05/18/22 | | | 50,000 | | | | 50,000 | | | | 49,641 | |
61668, 12.00%, 07/15/23 | | Fund That Flip | | 02/13/23 | | | 50,000 | | | | 50,000 | | | | 49,592 | |
61975, 12.00%, 07/15/23 | | Fund That Flip | | 02/13/23 | | | 50,000 | | | | 50,000 | | | | 49,591 | |
67800, 13.50%, 09/09/23 | | Fund That Flip | | 12/29/22 | | | 50,000 | | | | 50,000 | | | | 49,399 | |
57895, 9.50%, 07/07/23 | | Fund That Flip | | 07/12/22 | | | 50,000 | | | | 50,000 | | | | 49,035 | |
57920, 8.75%, 06/21/23 | | Fund That Flip | | 04/12/22 | | | 50,000 | | | | 50,000 | | | | 48,924 | |
41289, 8.50%, 09/22/23 | | Fund That Flip | | 03/29/21 | | | 50,000 | | | | 50,000 | | | | 48,856 | |
59261, 9.75%, 04/12/23 | | Fund That Flip | | 08/19/22 | | | 50,000 | | | | 50,000 | | | | 48,803 | |
40671, 8.75%, 06/19/23 | | Fund That Flip | | 03/29/21 | | | 50,000 | | | | 50,000 | | | | 48,697 | |
58234, 9.00%, 12/16/22 | | Fund That Flip | | 08/04/22 | | | 50,000 | | | | 50,000 | | | | 47,234 | |
44866, 8.50%, 02/10/23 | | Fund That Flip | | 12/09/21 | | | 45,000 | | | | 45,000 | | | | 44,826 | |
22481, 10.25%, 07/31/23 | | Sharestates | | 12/20/22 | | | 44,000 | | | | 44,000 | | | | 43,825 | |
20454, 9.50%, 08/31/22 | | Sharestates | | 09/07/21 | | | 50,000 | | | | 50,000 | | | | 41,342 | |
20909, 12.00%, 05/31/23 | | Sharestates | | 12/09/21 | | | 40,000 | | | | 40,000 | | | | 39,608 | |
19684, 10.50%, 05/31/22 | | Sharestates | | 03/12/21 | | | 45,000 | | | | 45,000 | | | | 37,507 | |
56212, 9.00%, 05/21/23 | | Fund That Flip | | 02/24/22 | | | 40,000 | | | | 40,000 | | | | 36,879 | |
56260, 8.50%, 07/20/22 | | Fund That Flip | | 02/24/22 | | | 40,000 | | | | 40,000 | | | | 35,855 | |
19682, 8.75%, 04/30/22 | | Sharestates | | 03/12/21 | | | 40,000 | | | | 40,000 | | | | 35,591 | |
20208, 10.00%, 04/30/23 | | Sharestates | | 06/29/21 | | | 35,000 | | | | 35,000 | | | | 34,719 | |
20347, 9.00%, 11/30/22 | | Sharestates | | 07/30/21 | | | 35,000 | | | | 35,000 | | | | 32,427 | |
41250, 10.00%, 10/27/21 | | Fund That Flip | | 07/19/21 | | | 40,000 | | | | 40,000 | | | | 31,799 | |
41923, 10.00%, 12/10/21 | | Fund That Flip | | 07/19/21 | | | 40,000 | | | | 40,000 | | | | 31,129 | |
42127, 8.75%, 03/30/23 | | Fund That Flip | | 05/06/21 | | | 30,000 | | | | 30,000 | | | | 29,418 | |
42375, 9.00%, 04/15/23 | | Fund That Flip | | 09/30/21 | | | 30,000 | | | | 30,000 | | | | 29,166 | |
41710, 9.25%, 04/15/22 | | Fund That Flip | | 04/22/21 | | | 35,000 | | | | 35,000 | | | | 28,897 | |
20403, 12.00%, 08/31/23 | | Sharestates | | 08/20/21 | | | 29,000 | | | | 29,000 | | | | 28,751 | |
20636, 9.50%, 12/31/22 | | Sharestates | | 10/01/21 | | | 30,000 | | | | 30,000 | | | | 27,607 | |
19675, 9.25%, 01/31/22 | | Sharestates | | 03/09/21 | | | 31,000 | | | | 31,000 | | | | 26,434 | |
43347, 8.75%, 08/03/22 | | Fund That Flip | | 08/16/21 | | | 30,000 | | | | 30,000 | | | | 25,679 | |
17409, 10.00%, 03/31/23 | | Sharestates | | 01/02/20 | | | 25,000 | | | | 25,000 | | | | 24,802 | |
18833, 12.00%, 06/30/23 | | Sharestates | | 07/17/20 | | | 25,000 | | | | 25,000 | | | | 24,773 | |
61663, 9.00%, 07/08/23 | | Fund That Flip | | 08/04/22 | | | 25,000 | | | | 25,000 | | | | 24,559 | |
17406, 11.00%, 03/31/23 | | Sharestates | | 01/02/20 | | | 25,000 | | | | 25,000 | | | | 24,533 | |
19234, 9.50%, 05/31/21 | | Sharestates | | 11/20/20 | | | 30,000 | | | | 30,000 | | | | 23,593 | |
19238, 10.00%, 05/31/21 | | Sharestates | | 11/24/20 | | | 30,000 | | | | 30,000 | | | | 23,473 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
AlphaCentric Prime Meridian Income Fund |
CONDENSED SCHEDULE OF INVESTMENTS (continued) |
March 31, 2023 (Unaudited) |
| | | | Original | | | | | | | | | |
| | | | Acquisition | | Principal | | | | | | | |
| | Platform | | Date | | Amount | | | Cost | | | Fair Value | |
BRIDGE LOANS - 38.7% (continued) | | | | | | | | | | | | | | | | |
41663, 9.50%, 04/02/22 | | Fund That Flip | | 04/06/21 | | $ | 30,000 | | | $ | 30,000 | | | $ | 23,419 | |
41711, 9.50%, 04/02/22 | | Fund That Flip | | 04/06/21 | | | 30,000 | | | | 30,000 | | | | 23,419 | |
| | Fund That Flip, | | | | | | | | | | | | | | |
Other Real Estate Loans, 10.73%, 07/31/22 - 05/22/23 (b) | | Sharestates | | | | | 102,093 | | | | 102,093 | | | | 96,044 | |
Total Bridge Loans | | | | | | | | | | | 2,039,093 | | | | 1,925,431 | |
| | | | | | | | | | | | | | | | |
Total Investments - 76.2% | | | | | | | | | | | 4,104,562 | | | | 3,789,462 | |
| | | | | | | | | | | | | | | | |
Other Assets in Excess of Liabilities - 23.8% | | | | | | | | | | | | | | | 1,185,585 | |
| | | | | | | | | | | | | | | | |
TOTAL NET ASSETS - 100.0% | | | | | | | | | | | | | | $ | 4,975,047 | |
| | | | | | | | | | | | | | | | |
The Condensed Schedule of Investments provides information regarding the 50 largest investments and summarized information regarding other investments at March 31, 2023. For individual investments disclosed, the description includes the unique loan identification number.
| (a) | Fair valued by a third-party pricing service using unobservable inputs and subject to review by AlphaCentric Advisors LLC (the “Advisor”) pursuant to policies approved by the Board of Trustees of the Fund. |
| (b) | Rate presented is a weighted average interest rate for loans in this category. |
| (c) | Short-term loans backed by single-family, multi-family and commercial properties. |
Past-Due Loans Table |
| | Principal Amount | | | Fair Value | |
WHOLE LOANS - 0.97% | | | | | | |
Consumer Loans - 0.97% (d) | | | | | | | | |
LendingClub | | $ | 187,509 | | | $ | 48,399 | |
Total Whole Loans | | $ | 187,509 | | | $ | 48,399 | |
| | | | | | | | |
BRIDGE LOANS - 15.96% | | | | | | | | |
Real Estate Loans - 15.96% (d) | | | | | | | | |
Fund That Flip | | $ | 533,624 | | | $ | 483,819 | |
Sharestates | | | 358,000 | | | | 310,179 | |
Total Bridge Loans | | $ | 891,624 | | | $ | 793,998 | |
| | | | | | | | |
| | | | | | | | |
| (d) | Calculated as a percentage of net assets. |
The accompanying notes are an integral part of these financial statements.
AlphaCentric Prime Meridian Income Fund |
STATEMENT OF ASSETS AND LIABILITIES |
March 31, 2023 (Unaudited) |
ASSETS: | | | | |
Investments, at fair value (cost $4,104,562) | | $ | 3,789,462 | |
Cash and cash equivalents | | | 1,109,038 | |
Receivable from platforms | | | 12,193 | |
Interest receivable | | | 106,040 | |
Receivable from Advisor | | | 49,722 | |
Prepaid expenses and other assets | | | 19,027 | |
Total assets | | | 5,085,482 | |
| | | | |
LIABILITIES: | | | | |
Accrued fund administration and accounting fees | | | 19,140 | |
Accrued custody fees | | | 14,495 | |
Accrued professional fees | | | 55,813 | |
Accrued transfer agent fees | | | 10,662 | |
Accrued shareholder servicing fees | | | 7,433 | |
Other accrued expenses | | | 2,892 | |
Total liabilities | | | 110,435 | |
| | | | |
Net Assets | | $ | 4,975,047 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Paid in capital | | $ | 5,852,119 | |
Total accumulated losses | | | (877,072 | ) |
Net Assets | | $ | 4,975,047 | |
| | | | |
NET ASSET VALUE PER SHARE: | | | | |
599,253 shares issued and outstanding, no par value, 25,000,000 authorized shares | | $ | 8.30 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
AlphaCentric Prime Meridian Income Fund |
STATEMENT OF OPERATIONS |
| | For the | |
| | Six Months Ended | |
| | March 31, 2023 | |
| | (Uanudited) | |
INVESTMENT INCOME: | | | | |
Interest income | | $ | 338,203 | |
Total investment income | | | 338,203 | |
| | | | |
EXPENSES: | | | | |
Investment advisory fees | | | 38,505 | |
Professional fees | | | 121,404 | |
Fund administration and accounting fees | | | 55,634 | |
Transfer agent fees | | | 31,228 | |
Loan servicing fees | | | 21,841 | |
Custody fees | | | 19,034 | |
Trustees’ fees and related expenses | | | 16,953 | |
Reports to shareholders | | | 9,368 | |
Federal and state registration fees | | | 3,656 | |
Shareholder servicing fees | | | 2,567 | |
Other expenses | | | 19,391 | |
Total expenses before reimbursement | | | 339,581 | |
Reimbursement of expenses/fee waiver by Advisor | | | (267,686 | ) |
Net expenses | | | 71,895 | |
| | | | |
Net Investment Income | | | 266,308 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | | | | |
| | | | |
Net realized loss on investments | | | (360,374 | ) |
Net change in unrealized appreciation on investments | | | 49,805 | |
| | | | |
Net Realized and Unrealized Loss on Investments | | | (310,569 | ) |
| | | | |
Net Decrease in Net Assets Resulting from Operations | | $ | (44,261 | ) |
| | | | |
The accompanying notes are an integral part of these financial statements.
AlphaCentric Prime Meridian Income Fund |
STATEMENTS OF CHANGES IN NET ASSETS |
| | For the | | | | |
| | Six Months Ended | | | For the Year | |
| | March 31, 2023 | | | Ended | |
| | (Unaudited) | | | September 30, 2022 | |
OPERATIONS: | | | | | | | | |
Net investment income | | $ | 266,308 | | | $ | 586,615 | |
Net realized loss on investments | | | (360,374 | ) | | | (69,781 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | 49,805 | | | | (307,873 | ) |
Net increase (decrease) in net assets resulting from operations | | | (44,261 | ) | | | 208,961 | |
| | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Distributions resulting from operations | | | (312,963 | ) | | | (590,396 | ) |
Net decrease in net assets resulting from distributions paid | | | (312,963 | ) | | | (590,396 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 175,295 | | | | 573,853 | |
Reinvestment of distributions | | | 247,413 | | | | 466,907 | |
Shares repurchased | | | (345,510 | ) | | | (336,046 | ) |
Other capital contributions | | | 686 | | | | — | |
Net increase in net assets resulting from capital share transactions | | | 77,884 | | | | 704,714 | |
| | | | | | | | |
Total Increase (Decrease) in Net Assets | | | (279,340 | ) | | | 323,279 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of Year | | | 5,254,387 | | | | 4,931,108 | |
End of Period | | $ | 4,975,047 | | | $ | 5,254,387 | |
| | | | | | | | |
TRANSACTIONS IN SHARES: | | | | | | | | |
Shares sold | | | 19,880 | | | | 59,820 | |
Reinvestment of distributions | | | 29,869 | | | | 50,257 | |
Shares repurchased | | | (39,024 | ) | | | (35,185 | ) |
Net increase in shares outstanding | | | 10,725 | | | | 74,892 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
AlphaCentric Prime Meridian Income Fund |
STATEMENT OF CASH FLOWS |
| | For the | |
| | Six Months Ended | |
| | March 31, 2023 | |
| | (Unaudited) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net decrease in net assets resulting from operations | | $ | (44,261 | ) |
Adjustments to reconcile the change in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | |
Purchases of investments | | | (993,365 | ) |
Proceeds from principal paydowns | | | 1,190,104 | |
Proceeds from dispositions | | | 105,000 | |
Proceeds from principal recovery | | | 20,218 | |
Net accretion of discounts | | | (12,260 | ) |
Net realized loss from investments | | | 360,374 | |
Net change in unrealized appreciation on investments | | | (49,805 | ) |
Changes in operating assets and liabilities: | | | | |
Receivable from platforms | | | (7,460 | ) |
Interest receivable | | | 12,345 | |
Receivable from Advisor | | | (3,988 | ) |
Prepaid expenses and other assets | | | (11,499 | ) |
Accrued fund administration and accounting fees | | | 1,245 | |
Accrued custody fees | | | 39 | |
Accrued professional fees | | | (66,086 | ) |
Accrued transfer agent fees | | | 547 | |
Accrued shareholder servicing fees | | | 2,567 | |
Other accrued expenses | | | (2,775 | ) |
Net cash provided from operating activities | | | 500,940 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Proceeds from shares sold | | | 175,325 | |
Distributions paid in cash | | | (65,595 | ) (1) |
Payments on shares redeemed | | | (345,495 | ) |
Other capital contributions | | | 685 | |
Net cash used in financing activities | | | (235,080 | ) |
| | | | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | | | 265,860 | |
Cash and cash equivalents at beginning of period | | | 843,178 | |
Cash and cash equivalents at end of period | | $ | 1,109,038 | |
| | | | |
| (1) | Noncash financing activities not included herein consist of reinvestment of distributions of $247,413. |
The accompanying notes are an integral part of these financial statements.
AlphaCentric Prime Meridian Income Fund |
FINANCIAL HIGHLIGHTS |
|
Selected Data and Ratios (for a share outstanding throughout each period) |
| | For the | | | | | | | | | For the Period | |
| | Six Months Ended | | | For the Year | | | For the Year | | | December 31, 2019 (1) | |
| | March 31, 2023 | | | Ended | | | Ended | | | through | |
| | (Unaudited) | | | September 30, 2022 | | | September 30, 2021 | | | September 30, 2020 | |
Net Asset Value, Beginning of Period | | $ | 8.93 | | | $ | 9.60 | | | $ | 9.92 | | | $ | 10.00 | |
| | | | | | | | | | | | | | | | |
INCOME (LOSS) FROM INVESTMENT OPERATIONS: | | | | | | | | | | | | | | | | |
Net investment income(2) | | | 0.45 | | | | 1.06 | | | | 1.00 | | | | 0.93 | |
Net realized and unrealized loss on investments | | | (0.53 | ) | | | (0.67 | ) | | | (0.34 | ) | | | (0.29 | ) |
Total Income (Loss) from Investment Operations | | | (0.08 | ) | | | 0.39 | | | | 0.66 | | | | 0.64 | |
| | | | | | | | | | | | | | | | |
LESS DISTRIBUTIONS: | | | | | | | | | | | | | | | | |
From net investment income | | | (0.55 | ) | | | (1.06 | ) | | | (0.98 | ) | | | (0.72 | ) |
Total Distributions | | | (0.55 | ) | | | (1.06 | ) | | | (0.98 | ) | | | (0.72 | ) |
| | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | $ | 8.30 | | | $ | 8.93 | | | $ | 9.60 | | | $ | 9.92 | |
| | | | | | | | | | | | | | | | |
Total Return(3) | | | (0.87 | )% (4) | | | 4.05 | % | | | 6.97 | % | | | 6.57 | % (4) |
| | | | | | | | | | | | | | | | |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 4,975 | | | $ | 5,254 | | | $ | 4,931 | | | $ | 2,684 | |
Ratio of expenses to average net assets | | | | | | | | | | | | | | | | |
Before waivers and reimbursements | | | 13.23 | % (5) | | | 13.15 | % | | | 15.84 | % | | | 32.36 | % (5) |
Net of waivers and reimbursements | | | 2.80 | % (5)(6) | | | 2.11 | % (7) | | | 2.32 | % (7) | | | 2.41 | % (5)(6) |
Ratio of net investment income (loss) to average net assets | | | | | | | | | | | | | | | | |
Before waivers and reimbursements | | | (0.05 | )% (5) | | | 0.10 | % | | | (3.30 | )% | | | (17.50 | )% (5) |
Net of waivers and reimbursements | | | 10.38 | % (5) | | | 11.14 | % | | | 10.22 | % | | | 12.45 | % (5) |
Portfolio turnover rate | | | 24 | % (4) | | | 74 | % | | | 53 | % | | | 27 | % (4) |
| | | | | | | | | | | | | | | | |
| (1) | Commenced operations on December 31, 2019. |
| (2) | Per share net investment income has been calculated using the daily average share method. |
| (3) | Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period and repurchase on the last day of the period at net asset value. |
| (6) | Includes loan servicing fees of 0.85% and 0.46% for the periods ended March 31, 2023 and September 30, 2020, respectively, that are not subject to the Expense Limitation Agreement. See Note 4. |
| (7) | Includes loan servicing fees of 0.16% and 0.37% for the years ended September 30, 2022 and September 30, 2021, respectively, and tax expenses of less than 0.01% for each year, that are not subject to the Expense Limitation Agreement. See Note 4. |
The accompanying notes are an integral part of these financial statements.
AlphaCentric Prime Meridian Income Fund |
NOTES TO FINANCIAL STATEMENTS |
March 31, 2023 (Unaudited) |
|
AlphaCentric Prime Meridian Income Fund (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on May 16, 2016. The Fund commenced operations on December 31, 2019, and operates pursuant to an Agreement and Declaration of Trust (the “Declaration of Trust”). The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, diversified management investment company. The Fund has no fixed termination date and will continue unless the Fund is otherwise terminated under the terms of the Declaration of Trust or unless and until required by law.
The Fund is operated as an interval fund in accordance with rule 23c-3 under the 1940 Act, pursuant to which the Fund, subject to applicable law, conducts quarterly repurchase offers of the Fund’s outstanding shares at net asset value (“NAV”) subject to approval by the Fund’s Board of Trustees (the “Board”). In all cases, such repurchase offers will be for at least 5% and not more than 25% of the Fund’s outstanding shares. It is also possible that a repurchase offer may be oversubscribed, with the result that shareholders may only be able to have a portion of their shares repurchased. If the repurchase offer is oversubscribed, the Fund may, in its sole discretion, repurchase an additional number of shares not to exceed 2% of the shares outstanding on the repurchase request deadline.
The Fund’s investment objective is to seek current income. The Fund seeks to achieve its investment objective by investing, directly or indirectly, in loans to consumers, small- and mid-sized companies, and other borrowers (including loans backed by real estate) originated through online platforms that provide a marketplace for lending (“Marketplace Loans”). The Fund’s Marketplace Loan investments originate predominantly from lending platforms based in the United States, a substantial portion of which having been made through purchases of whole loans and bridge loans. The Fund may also invest in receivables or merchant cash advances that are originated from lending platforms (“Marketplace Receivables”).
AlphaCentric Advisors LLC (the “Advisor”), a Delaware limited liability company, serves as the Fund’s investment advisor. The Advisor oversees the day-to-day investment decisions for the Fund and continuously reviews, supervises and administers the Fund’s investment program. Prime Meridian Capital Management, LLC, a Nevada limited liability company, serves as sub-advisor (the “Sub-Advisor”) to the Fund. Under the general oversight by the Fund’s Board and supervision by the Advisor, the Sub-Advisor is responsible for the day-to-day management of the Fund’s investment portfolio. Both the Advisor and Sub-Advisor are registered as investment advisors under the Investment Advisers Act of 1940, as amended.
The Board is responsible for overseeing the management and operations of the Fund on behalf of the Fund’s shareholders. The Board is composed of three independent trustees. Among other things, the Board adopts the investment and other policies of the Fund, appoints officers to manage the Fund’s day-to-day operations, selects the Fund’s investment advisors and other service providers and approves their fees, provides ongoing oversight of the performance of the Fund and its service providers, and oversees conflicts of interest as well as the Fund’s compliance program.
| 2. | Significant Accounting Policies |
The following significant accounting policies are in conformity with accounting principles generally accepted in the United States (“GAAP”). Such policies are consistently followed by the Fund in preparation of its financial statements. Management has determined that the Fund is an investment company in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies, including Accounting Standards Update 2013-08, for the purpose of financial reporting. The Fund’s financial statements are stated in U.S. dollars.
a) Use of Estimates
The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
AlphaCentric Prime Meridian Income Fund |
NOTES TO FINANCIAL STATEMENTS (continued) |
March 31, 2023 (Unaudited) |
|
the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
b) Cash and Cash Equivalents
Cash and cash equivalents consist of cash held on deposit and short-term highly liquid investments that are readily convertible to known amounts of cash and have maturities of three months or less. Cash equivalents are recorded at fair value and considered Level 1 securities in the fair value hierarchy. As of March 31, 2023, cash equivalents consisted of $1,109,038 held in the U.S. Bank Money Market Deposit Account (“MMDA”). The MMDA bears interest at a variable rate that is determined based on market conditions and may change daily and by any amount. At March 31, 2023, the interest rate for the MMDA was 4.48%.
c) Receivable from Platforms
Receivable from platforms represents cash held in collection accounts at lending platforms.
d) Distribution of Income and Gains
The Fund declares and makes distributions of investment company taxable income after payment of the Fund’s operating expenses at least quarterly and net capital gains annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes. Distributions are recorded on the ex-dividend date.
The tax character of distribution paid may differ from the character of distributions shown in the Statements of Changes in Net Assets due to short-term realized capital gains being treated as ordinary income for tax purposes.
e) Income Recognition and Expenses
The Fund recognizes income and records expenses on an accrual basis. Interest income is net of amortization/accretion of any premiums/discounts, if any, from loan purchases. The changes in fair value of the Marketplace Loans are included in net change in unrealized appreciation/depreciation on investments in the Statement of Operations. Realized gain (loss) from investments in Marketplace Loans is calculated using specific identification. The Fund’s policy is to place loans on non-accrual status when there is reasonable doubt that interest income will be collected. The Fund will generally charge off a loan if (i) the platform charges off the loan, or (ii) the Advisor has determined that the loan does not have a recoverable value. Charge offs of outstanding principal balances are included in net realized gain (loss) from investments in the Statement of Operations.
f) Investment Transactions
Investment transactions are recorded on the trade date.
| 3. | Portfolio Valuation and Fair Value Measurements |
The Board has adopted Valuation Procedures (the “Valuation Procedures”) pursuant to which the Fund values its investments to ensure investments are valued in a manner consistent with GAAP as required by the 1940 Act. The Board has named the Advisor its valuation designee, and the Advisor is responsible for fair valuing securities and assets without readily available market quotations as determined in good faith.
The vast majority of the Fund’s holdings are loans sourced through Marketplace Loans for which market quotations are not readily available. As of March 31, 2023, the Fund’s holdings were comprised of consumer and real estate loans. The Fund has engaged a third-party pricing service (“Valuation Service Provider”) to provide the fair value of the Fund’s Marketplace Loan holdings. The Valuation Service Provider’s proprietary pricing procedures utilize, among other inputs, a discounted cash flow approach that utilizes historical data received from the clients/platforms, as well as proprietary loan level models and roll rates and simulation-based FICO migration matrix and logistic regression models based on historical data of similar investments in loan/borrower (or receivable/account debtor) characteristics, which estimate
AlphaCentric Prime Meridian Income Fund |
NOTES TO FINANCIAL STATEMENTS (continued) |
March 31, 2023 (Unaudited) |
|
forecasted contractual cash flows for each loan or receivable for its remaining life, and which incorporate adjustments for risk factors (such as default and prepayment, as applicable). The forecasted cashflows as of the valuation date are discounted at a new risk-adjusted rate. The Advisor and Sub-Advisor monitor the application of the valuation methodology and consult with the Valuation Service Provider to ensure proper valuation of the Fund’s holdings. The NAV of shares of the Fund is determined daily. The Fund has adopted a valuation policy which states that the unit of account is at the individual loan level and fair valuation will be performed using inputs which incorporate borrower-level data that is updated as often as the NAV is calculated to reflect new information regarding the borrower and loan.
The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s investments and are summarized in the following fair value hierarchy:
Level 1 Inputs — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access
Level 2 Inputs — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly including inputs in markets that are not considered to be active or in active markets for similar assets or liabilities, observable inputs other than quoted prices and inputs that are not directly observable but are corroborated by observable market data
Level 3 Inputs — Significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments)
The following is a summary of inputs used to value the Fund’s investments as of March 31, 2023:
Investments at Fair Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Whole Loans | | | | | | | | | | | | | | | | |
Consumer Loans | | $ | — | | | $ | — | | | $ | 1,864,031 | | | $ | 1,864,031 | |
Bridge Loans | | | | | | | | | | | | | | | | |
Real Estate Loans | | | — | | | | — | | | | 1,925,431 | | | | 1,925,431 | |
Total | | $ | — | | | $ | — | | | $ | 3,789,462 | | | $ | 3,789,462 | |
| | | | | | | | | | | | | | | | |
The following is a reconciliation of Level 3 investments for the six months ended March 31, 2023:
| | Consumer | | | Real Estate | |
| | Loans | | | Loans | |
Beginning Balance – October 1, 2022 | | $ | 2,138,029 | | | $ | 2,271,699 | |
Acquisitions | | | 499,365 | | | | 494,000 | |
Paydowns | | | (537,046 | ) | | | (653,058 | ) |
Dispositions | | | — | | | | (105,000 | ) |
Net realized losses | | | (315,592 | ) | | | (65,000 | ) |
Change in unrealized appreciation/depreciation | | | 67,015 | | | | (17,210 | ) |
Accretion of discounts | | | 12,260 | | | | — | |
Ending Balance – March 31, 2023 | | $ | 1,864,031 | | | $ | 1,925,431 | |
Change in unrealized appreciation/depreciation on investments still held at March 31, 2023 | | $ | (149,528 | ) | | $ | (65,273 | ) |
AlphaCentric Prime Meridian Income Fund |
NOTES TO FINANCIAL STATEMENTS (continued) |
March 31, 2023 (Unaudited) |
|
The following is a summary of quantitative information about the significant unobservable valuation inputs for Level 3 investments held as of March 31, 2023:
Type of | | Fair Value as of | | | Valuation | | | | | | Weighted | |
Investment | | March 31, 2023 | | | Techniques | | Unobservable Inputs | | Range | | Average | |
Unsecured | | $ | 1,864,031 | | | Discounted | | Loss-Adjusted Discount Rate; | | 0.83%-46.31% | | 13.03% | |
Consumer Loans | | | | | | Cash Flow | | Projected Loss Rate | | 0.00%-100.00% | | 27.07% | |
Real Estate Loans | | | 1,925,431 | | | Discounted | | Loss-Adjusted Discount Rate; | | 2.52%-11.21% | | 7.29% | |
| | | | | | Cash Flow | | Projected Loss Rate | | 0.00%-1.40% | | 0.38% | |
Total | | $ | 3,789,462 | | | | | | | | | | |
| | | | | | | | | | | | | |
During the six months ended March 31, 2023, the Fund had charge offs of $380,592 of outstanding principal on the loans and recoveries of $20,218, which resulted in a net charge off of $360,374. As of March 31, 2023, there were no loans placed on non-accrual status.
| 4. | Management Fee, Related Party Transactions and Other |
The Fund has entered into a management agreement (the “Management Agreement”) with the Advisor. Under the terms of the Management Agreement, the Fund compensates the Advisor for its services at the annual rate of 1.50% of the Fund’s average daily net assets, payable on a monthly basis in arrears. The Sub- Advisor is paid by the Advisor, not the Fund. For the six months ended March 31, 2023, the Fund incurred management fees of $38,505.
The Fund has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Advisor. To the extent that the aggregate expenses of every character incurred by the Fund in any fiscal year, including but not limited to, advisory fees of the Advisor (including organizational and offering expenses, but excluding (i) acquired fund fees and expenses; (ii) distribution fees; (iii) loan servicing fees; (iv) brokerage commissions and trading costs; (v) interest (including borrowing costs and overdraft charges); and (vi) extraordinary expenses, such as regulatory inquiry and litigation expenses) (“Fund Operating Expenses”), cause the total annual Fund Operating Expenses of the Fund to exceed 1.95% of average daily net assets of the Fund, such excess amount shall be the liability of the Advisor. The Expense Limitation Agreement will remain in effect until at least January 31, 2024, unless and until the Board approves its modification or termination. During any renewal term, the agreement may be terminated without payment of any penalty: (i) by the Fund, for any reason and at any time; or (ii) by the Advisor, for any reason, upon 60 days’ notice (or such shorter period as agreed to by the Fund), effective as of the end of any subsequent annual term of the Agreement. In consideration of the Advisor’s agreement to limit the annual Fund Operating Expenses, the Expense Limitation Agreement also provides that the Advisor may recoup from the Fund any fees waived and/or expenses paid pursuant to the agreement for a period of up to three years from the date of the waiver and/or expense payment, provided such recoupment does not cause the annual Fund operating expenses to exceed the expense limit in effect when the fees were waived or expenses paid, or the expense limit in effect at the time of the recoupment.
The following table shows the waived or reimbursed operating expenses subject to potential recovery.
Expiring During | Expiring During | Expiring During | Expiring During | |
the Fiscal Year | the Fiscal Year | the Fiscal Year | the Fiscal Year | |
Ending September | Ending September | Ending September | Ending September | |
30, 2023 | 30, 2024 | 30, 2025 | 30, 2026 | Total |
$308,653 | $549,158 | $581,498 | $267,686 | $1,706,995 |
| | | | |
As of March 31, 2023, the Advisor believes that the likelihood of recoupment of fees is not probable.
U.S. Bank Global Fund Services serves as Administrator, Accounting Agent, and Transfer Agent. Millennium Trust Company, LLC and U.S. Bank, N.A. serve as custodians for the securities and cash, respectively, of the Fund’s portfolio. LendingClub Bank serves as custodian for the Fund’s cash maintained in transactional operating accounts on the LendingClub platform.
AlphaCentric Prime Meridian Income Fund |
NOTES TO FINANCIAL STATEMENTS (continued) |
March 31, 2023 (Unaudited) |
|
MFund Services LLC (“MFund”), an affiliate of the Advisor, provides the Fund with various management and legal administration services pursuant to a Management Services Agreement with the Fund. For these management and legal administration services, the Fund pays MFund an annual fixed fee and an asset- based fee. Pursuant to a separate Compliance Services Agreement, MFund also provides chief compliance officer services to the Fund. For these compliance services, the Fund pays MFund a monthly base fee plus an asset-based fee. In addition, the Fund reimburses MFund for any reasonable out-of-pocket expenses incurred in the performance of its duties under the Management Services Agreement and Compliance Services Agreement.
Foreside Fund Services, LLC (the “Distributor”) serves as the Fund’s principal underwriter, within the meaning of the 1940 Act, and acts as distributor of the Fund’s shares on a best effort basis, subject to various conditions. The Fund’s shares are offered for sale through the Distributor at NAV. The Distributor also may enter into selected dealer agreements with other broker dealers for the sale and distribution of the Fund’s shares. In reliance on Rule 415 under the Securities Act of 1933, the Fund intends to offer to sell its shares, on a continual basis, through the Distributor.
Certain officers of the Fund are also employees of U.S. Bank Global Fund Services, the Advisor, the Sub-Advisor and MFund.
The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as a regulated investment company and to make the requisite distributions of income and capital gains to its shareholders sufficient to relieve it from all or substantially all federal income taxes. Therefore, no federal income tax provision has been provided.
The Fund has adopted financial reporting rules regarding recognition and measurement of tax positions taken or expected to be taken on a tax return. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the period, the Fund did not incur any interest or penalties. The Fund has reviewed all open tax years and concluded that there is no effect to the Fund’s financial position or results of operations and no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on a tax return. The Fund has no examinations in progress.
At September 30, 2022, the Fund’s most recent fiscal year end, the components of accumulated earnings and cost of investments on a tax basis were as follows:
Tax cost of investments | | $ | 4,778,121 | |
Gross unrealized appreciation | | $ | 19,047 | |
Gross unrealized depreciation | | | (387,440 | ) |
Net unrealized depreciation | | | (368,393 | ) |
Undistributed ordinary income | | | 45,571 | |
Undistributed long-term capital gain | | | — | |
Other accumulated losses | | | (197,026 | ) |
Total accumulated losses | | $ | (519,848 | ) |
| | | | |
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is primarily attributable to the debt with significant modification for tax.
At September 30, 2022, the Fund had long-term capital loss carryforwards and short-term capital loss carryforwards that will not expire of $70,840 and $126,186, respectively.
The character of distributions made during the period from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain were recorded by the Fund.
AlphaCentric Prime Meridian Income Fund |
NOTES TO FINANCIAL STATEMENTS (continued) |
March 31, 2023 (Unaudited) |
|
The tax character of the distributions paid during the six months ended March 31, 2023, and the fiscal year ended September 30, 2022 were as follows:
| | March 31, | | | September 30, | |
| | 2023 | | | 2022 | |
Distributions paid from: | | | | | | | | |
Ordinary income | | $ | 312,963 | | | $ | 590,396 | |
Total | | $ | 312,963 | | | $ | 590,396 | |
| | | | | | | | |
Net investment income and realized gains and losses for federal income tax purposes may differ from that reported on the financial statements because of permanent book-to-tax differences. GAAP requires that permanent differences in distributable earnings due to differences between financial reporting and tax reporting be reclassified to or from paid in capital. These reclassifications have no effect on NAV per share. For the fiscal year ended September 30, 2022, the following table shows the reclassifications made among tax components:
Paid in capital | | $ | (23 | ) |
Total accumulated deficit | | $ | 23 | |
| | | | |
These differences primarily relate to non-deductible excise tax paid from the Fund.
| 6. | Investment Transactions |
Investment transactions for the six months ended March 31, 2023, excluding U.S. Government Obligations and short-term investments, were as follows:
Purchases of Investments | | $ | 993,365 | |
Proceeds from Principal Paydowns and Sales of Investments | | $ | 1,295,104 | |
| | | | |
| 7. | Distribution and Shareholder Services Plans |
The Fund has adopted a distribution plan (the “Distribution Plan”). The Fund is authorized under the Distribution Plan to pay to the Distributor a distribution fee for certain activities relating to the distribution of shares to investors. These activities include marketing and other activities to support the distribution of shares. The Distribution Plan operates in a manner consistent with Rule 12b-1 under the 1940 Act, which regulates the manner in which an open-end investment company may directly or indirectly bear the expenses of distributing its shares. Although the Fund is not an open-end investment company, it undertakes to comply with the terms of Rule 12b-1. Under the Distribution Plan, the Fund would pay the Distributor a distribution fee at an annual rate of up to 0.75% of average daily net assets. As of March 31, 2023, the Fund has not implemented the Distribution Plan or imposed any distribution fees.
The Fund has adopted a “Shareholder Services Plan” under which the Fund may compensate financial industry professionals for providing ongoing services to shareholders. Such services may include electronic processing of client orders, electronic fund transfers between clients and the Fund, account reconciliations with the Fund’s transfer agent, facilitation of electronic delivery to clients of Fund documentation, monitoring client accounts for back-up withholding and any other special tax reporting obligations, maintenance of books and records with respect to the foregoing, and such other information and liaison services as the Fund, the Advisor, or Sub-Advisor may reasonably request. Under the Shareholder Services Plan, the Fund may incur expenses on an annual basis up to 0.25% of its average daily net assets. The Board has authorized implementation of such plan in an amount equal to 0.10% of the average daily net assets of the Fund. For the six months ended March 31, 2023, the Fund incurred $2,567 in expenses under the Shareholder Services Plan.
AlphaCentric Prime Meridian Income Fund |
NOTES TO FINANCIAL STATEMENTS (continued) |
March 31, 2023 (Unaudited) |
|
Investing in the Fund’s shares involves substantial risks, including the risks set forth in the “Risk Factors” section of the prospectus, which include, but are not limited to the following:
a) Marketplace Loan Risk
Marketplace Loans are generally not rated and constitute a highly risky and speculative investment. There can be no assurance that payments due on underlying Marketplace Loans will be made.
b) Default Risk
The ability of the Fund to generate income through its investment in Marketplace Loans is dependent upon payments being made by the borrower underlying such Marketplace Loans. If a borrower is unable to make its payments on a Marketplace Loan, the Fund may be greatly limited in its ability to recover any outstanding principal and interest under such loan.
c) Interest Rate Risk
The underlying Marketplace Loans bear fixed, not floating, rates of interest. If prevailing interest rates increase, the interest rates on Marketplace Loans the Fund has purchased might be less than the rate of return shareholders in the Fund could earn if they did not invest in the Fund, and instead invested in a different investment.
d) Prepayment Risk
In the event of a prepayment of all or a portion of the remaining unpaid principal amount of a loan to which the Fund has investment exposure, the Fund will receive such prepayment but further interest will cease to accrue on the prepaid portion of the loan after the date of the prepayment. If interest rates are falling, the Fund may have to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income.
e) Platform Concentration Risk
A substantial portion of the Fund’s Marketplace Loan investments have originated from a limited number of platforms. A concentration in select platforms may subject the Fund to increased dependency and risks associated with those platforms than it would otherwise be subject to if it were more broadly diversified across a greater number of platforms.
f) Servicer Risk
The Fund expects that all of its direct and indirect investments in loans originated by marketplace lending platforms will be serviced by a platform or a third-party servicer. However, the Fund’s investments could be adversely impacted if a platform that services the Fund’s investments becomes unable or unwilling to fulfill its obligations to do so. In the event that the servicer is unable to service the loans, there can be no guarantee that a backup servicer will be able to assume responsibility for servicing the loans in a timely or cost-effective manner; any resulting disruption or delay could jeopardize payments due to the Fund in respect of its investments or increase the costs associated with the Fund’s investments.
g) Valuation Risk
Many of the Fund’s investments may be difficult to value. Valuation of illiquid investments may require more research than for more liquid investments. In addition, elements of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available. Amounts ultimately realized by the Fund on such investments may not equal the value at which the Fund carried the investment on its books, which would adversely affect the NAV of the Fund.
h) Non-Diversification Risk
The Fund is classified as a “non -diversified” fund under the 1940 Act. Accordingly, the Fund may invest a greater portion of its assets in the securities of a single issuer than if it were a “diversified” fund. To the extent that the Fund invests a higher percentage of its assets in the securities of a single issuer, the Fund is subject to a higher degree of risk associated with and developments affecting that issuer than a fund that invests more widely.
AlphaCentric Prime Meridian Income Fund |
NOTES TO FINANCIAL STATEMENTS (continued) |
March 31, 2023 (Unaudited) |
|
i) Liquidity Risk
The Fund is a closed-end investment company structured as an “interval fund” and designed for long-term investors. Unlike many closed-end investment companies, the Fund’s shares are not listed on any securities exchange and are not publicly traded. There is currently no secondary market for the shares and the Fund expects that no secondary market will develop. Limited liquidity is provided to shareholders only through the Fund’s quarterly repurchase offers for no less than 5% of the shares outstanding at NAV. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer. The Fund’s investments are also subject to liquidity risk. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations. Marketplace Loans may not have a secondary market and may be difficult to sell.
As noted above, the Fund operates as an interval fund pursuant to Rule 23c-3 under the 1940 Act and, as such, has adopted a fundamental policy that it will make quarterly repurchase offers for no less than for 5% of the Fund’s shares outstanding at NAV less any repurchase fee, unless suspended or postponed in accordance with regulatory requirements, and each repurchase pricing shall occur no later than the 14th day after the Repurchase Request Deadline (as defined below), or the next business day if the 14th is not a business day (each such pricing date, a “Repurchase Pricing Date”). Repurchases are recorded on the Repurchase Request Deadline. There is no guarantee that shareholders will be able to sell all of the shares they desire to sell in a quarterly repurchase offer. Liquidity will be provided to shareholders only through the Fund’s quarterly repurchases. Shareholders will be notified in writing of each quarterly repurchase offer and the date the repurchase offer ends (the “Repurchase Request Deadline”).
During the six months ended March 31, 2023, the Fund completed two repurchase offers. In each offer, the Fund offered to repurchase up to 5% of the number of its outstanding shares as of the applicable Repurchase Pricing Date. The results of the repurchase offers are as follows:
| | | Repurchase | | | | Amount |
Commencement | Repurchase | Repurchase | Offer | Shares | Amount | Shares | Paid for |
Date | Request Deadline | Pricing Date | Amount | Tendered | Tendered | Repurchased | Repurchase |
November 7, 2022 | December 2, 2022 | December 16, 2022 | 5% | 36,976 | $328,346 | 36,976 | $328,346 |
February 6, 2023 | March 3, 2023 | March 17, 2023 | 5% | 2,046 | $17,149 | 2,046 | $17,149 |
| | | | | | | |
| 10. | Commitments and Contingencies |
Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that has not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
AlphaCentric Prime Meridian Income Fund |
BOARD OF TRUSTEES’ APPROVAL OF ADVISORY |
AND SUB-ADVISORY AGREEMENT |
March 31, 2023 (Unaudited) |
|
Renewal of Management Agreement between AlphaCentric Prime Meridian Income Fund (the “Fund”) and AlphaCentric Advisors LLC (“AlphaCentric”) and Sub-Advisory Agreement between AlphaCentric and Prime Meridian Capital Management, LLP (“Prime Meridian”) with respect to the Fund
At a meeting of the Fund’s Board of Trustees held on December 16, 2022, the Board, which is comprised of Trustees who are not “interested persons,” of the Fund as that term is defined in the Investment Company Act of 1940, as amended, considered and approved the renewal for another year of both the management agreement between the Fund and AlphaCentric (the “Management Agreement”) and the sub-advisory agreement between AlphaCentric and Prime Meridian (the “Sub-Advisory Agreement”) with respect to the Fund.
In connection with the Board’s consideration of the renewal of the agreements as required by Section 15(c) of the Investment Company Act of 1940, the Board requested and received due diligence materials regarding factors relevant to the proposed renewals from AlphaCentric (the “AlphaCentric 15(c) Response”) and Prime Meridian (the “Prime Meridian 15(c) Response”), and also considered information presented at Board meetings throughout the year. The Board was assisted by legal counsel throughout the review process. The Board relied upon the advice of legal counsel and its own business judgment in evaluating the agreements and the weight to be given to each factor considered. The conclusions reached by the Board were based upon a comprehensive evaluation and discussion of all the information provided and were not the result of any one factor. Moreover, each Trustee might have afforded different weight to the various factors in reaching his conclusions with respect to the agreements.
Review of AlphaCentric’s 15(c) Responses
Nature, Extent, and Quality of Services. The Board reviewed the services AlphaCentric provides to the Fund and information concerning AlphaCentric’s operations, current staffing and financial condition, and compliance program. The Board considered AlphaCentric’s management of the Fund’s portfolio and acknowledged the expertise of the portfolio management team. The Board reviewed a copy of AlphaCentric’s Form ADV, including its compliance program, and its business continuity and cybersecurity components. After discussion and review of the AlphaCentric 15(c) Response, the Board concluded that AlphaCentric had sufficient personnel, resources, operations and compliance policies and procedures essential to perform its duties under the Management Agreement and that the nature, extent and quality of services provided to the Fund were acceptable.
Performance. The Board compared the returns of the Fund to those of its peer group, its benchmark indices, the Bloomberg U.S. 1-3 Year Credit Index and the Bloomberg U.S. High Yield Corporate Bond Index, and the Morningstar Nontraditional Bond category for the one-year period and since the Fund’s inception on December 31, 2019. The Board noted that the Fund outperformed all performance metrics for each period. The Board considered AlphaCentric’s attribution of the Fund’s performance to the Fund’s investment approach that focused on reducing credit risk and investing in short-term loans. After further discussion, the Board determined that the Fund’s performance was acceptable.
Fees and Expenses. The Board considered that AlphaCentric’s management fee for the Fund was higher than the average and median advisory fees of the Fund’s peer group and the Morningstar category, but below the highest management fees for the peer group and Morningstar category. AlphaCentric noted that the advisory fee was in line with the peer group fund managed under an investment strategy most similar to the Fund’s strategy and stated that it believes that the advisory fee is appropriate given the specialized nature of the Fund.
The Board considered that the Fund’s net expense ratio was higher than the average and median expense ratio of the Fund’s peer group and the Morningstar category, but below the maximum net expense ratio for the peer group and Morningstar category. The Board noted that, pursuant to the expense limitation agreement in effect between AlphaCentric and the Fund, AlphaCentric and Prime Meridian were waiving all their fees and reimbursing expenses. After further discussion, the Board concluded that the advisory fees payable to AlphaCentric were reasonable.
AlphaCentric Prime Meridian Income Fund |
BOARD OF TRUSTEES’ APPROVAL OF ADVISORY |
AND SUB-ADVISORY AGREEMENT (continued) |
March 31, 2023 (Unaudited) |
|
Profitability. The Board reviewed a report from AlphaCentric analyzing the firm’s profitability with respect to its relationship with the Fund, and noted that AlphaCentric was managing the Fund at a loss. The Board concluded that the level of AlphaCentric’s profitability with respect to the Fund did not raise any concerns.
“Fall-out” Benefits. The Board considered fall-out benefits received by AlphaCentric from its relationship with the Fund.
Economies of Scale. The Board considered AlphaCentric’s statement that Fund asset levels had not yet reached the point where the Fund would benefit from economies of scale. The Board determined, after further discussion, that economies of scale had not been reached and agreed that the matter of economies of scale would be revisited as the Fund’s assets materially increased.
Conclusion. The Board considered many factors, and no single factor was determinative to the decision of the Board concerning the renewal of the Management Agreement. Having requested, reviewed, and discussed in depth such information from AlphaCentric as the Board believed to be reasonably necessary to evaluate the terms of the Management Agreement, and as assisted by the advice of counsel, the Board concluded that renewal of the Management Agreement was in the best interest of the Fund and its shareholders.
Review of Prime Meridian’s 15(c) Responses
Nature, Extent, and Quality of Services. The Board discussed Prime Meridian’s operations, current staffing, and financial condition. The Board noted that Prime Meridian’s duties consisted primarily of managing the Fund’s investment portfolio by identifying investments consistent with the Fund’s investment program and engaging in transactions in furtherance of that program, in compliance with the Fund’s investment restrictions, and adhering to regulatory requirements applicable to closed- end interval funds. The Board reviewed a copy of Prime Meridian’s Form ADV. After further discussion and review of the Prime Meridian 15(c) Response, the Board concluded that Prime Meridian would continue to provide an acceptable level of services to the Fund.
Performance. The Board compared the returns of the Fund to those of two private funds that Prime Meridian managed in a manner similar to that of the Fund, Prime Meridian Income Fund (the “Income Fund”) and Prime Meridian Real Estate Lending Fund (the “Real Estate Fund”), for the one-year period ended September 30, 2022. The Board considered that the Fund had underperformed the Income Fund but outperformed the Real Estate Fund for the one-year period. The Board considered Prime Meridian’s attribution of the Fund’s performance, in connection with AlphaCentric, to the Fund’s investment approach that focused on reducing credit risk and investing in short-term loans, which caused the Fund to underperform funds that took on more credit risk during the one-year period. After further discussion, the Board determined that the Fund’s performance was acceptable.
Fees and Expenses. The Board considered that the sub-advisory fees paid to Prime Meridian with respect to the Fund were paid entirely by AlphaCentric. The Board noted that the sub-advisory fees payable to Prime Meridian were 50% of the 1.50% fee charged by AlphaCentric, and considered AlphaCentric and Prime Meridian’s view that the sub-advisory fee was reasonable in light of the specialized nature of the Fund’s portfolio management style. The sub-advisory fee payable to Prime Meridian was less than the amount that Prime Meridian charged to private funds that were managed in a similar manner. The Board noted that with the contractual expense cap in place, AlphaCentric and Prime Meridian were waiving all of their fees and reimbursing expenses. After further discussion, the Board concluded that the sub-advisory fees payable to Prime Meridian were reasonable.
Profitability. The Board reviewed a profitability analysis provided by Prime Meridian with respect to the Fund and noted that Prime Meridian was managing the Fund at a loss. After further discussion, the Board concluded that the level of Prime Meridian’s profitability with respect to the Fund did not raise any concerns.
“Fall-out” Benefits. The Board considered fall-out benefits received by Prime Meridian from its relationship with the Fund.
AlphaCentric Prime Meridian Income Fund |
BOARD OF TRUSTEES’ APPROVAL OF ADVISORY |
AND SUB-ADVISORY AGREEMENT (continued) |
March 31, 2023 (Unaudited) |
|
Economies of Scale. The Board agreed that economies of scale are primarily an advisor-level issue and should be considered with respect to the overall Management Agreement, taking into consideration the impact of the sub-advisory expense.
Conclusion. The Board considered many factors, and no single factor was determinative to the decision of the Board concerning the renewal of the Sub-Advisory Agreement. Having requested, reviewed, and discussed in depth such information from Prime Meridian as the Board believed to be reasonably necessary to evaluate the terms of the Sub-Advisory Agreement, and as assisted by the advice of counsel, the Board concluded that renewal of the Sub-Advisory Agreement was in the best interest of the Fund and its shareholders.
Proxy Voting Policy
Information regarding how the Fund voted proxies relating to portfolio securities for the most recent period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-888-910-0412 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Portfolio Holdings
The Fund files a complete schedule of portfolio holdings for its first and third fiscal quarters with the SEC on Part F of Form N-PORT. Part F of Form N-PORT is available on the SEC’s website at http://www.sec.gov. The information on Part F of Form N-PORT is available without charge, upon request, by calling 1-888-910-0412, or on the Fund’s website at http://www.alphacentricfunds.com.
Schedule of Investments
The Fund’s complete schedule of investments is available without charge, upon request, by calling 1-888-910-0412, or on the SEC’s website at https://www.sec.gov as part of the Form N-CSR.
Investment Advisor | Legal Counsel |
AlphaCentric Advisors LLC | Thompson Hine LLP |
53 Palmeras Street, Suite 601 | 41 S. High Street, Suite 1700 |
San Juan, PR 00901 | Columbus, OH 43215 |
| |
Investment Sub-Advisor | Distributor |
Prime Meridian Capital Management, LLC | Foreside Fund Services, LLC |
2121 N. California Blvd, Suite 830 | 3 Canal Plaza, Suite 100 |
Walnut Creek, CA 94596 | Portland, ME 04101 |
| |
Independent Registered Public Accounting Firm | Fund Administrator and Transfer Agent |
Cohen & Company, Ltd. | U.S. Bank Global Fund Services |
1350 Euclid Avenue, Suite 800 | 615 East Michigan Street |
Cleveland, OH 44115 | Milwaukee, WI 53202 |
| |
Custodians | Management, Legal Administration and |
LendingClub Bank | Compliance Services Provider |
595 Market Street, Suite 200 | MFund Services LLC |
San Francisco, CA 94105 | 36 North New York Avenue |
| Huntington, NY 11743 |
Millennium Trust Company | |
2001 Spring Road, Suite 700 | |
Oak Brook, IL 60523 | |
| |
U.S. Bank, National Association | |
1555 North RiverCenter Drive, Suite 302 | |
Milwaukee, WI 53212 | |
(b) Not applicable.
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
(a) Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
(b) Not Applicable.
Item 6. Investments.
(a)
| AlphaCentric Prime Meridian Income Fund | | | | | | | | |
| SCHEDULE OF INVESTMENTS | | | | | | | | | | |
| March 31, 2023 (Unaudited) | | | | | | | | | | |
| | | Platform | | Original Acquisition Date | | Principal Amount | | Cost | | Fair Value |
| WHOLE LOANS - 37.5% | | | | | | | | | | |
| Consumer Loans - 37.5% (a) | | | | | | | | | | |
| 171647609, 15.40%, 11/20/23 | | LendingClub | | 11/20/20 | | $ 843 | | $ 819 | | $ 832 |
| 171949148, 14.71%, 11/16/23 | | LendingClub | | 11/16/20 | | 1,804 | | 1,743 | | 1,777 |
| 172124627, 14.02%, 11/19/23 (b) | | LendingClub | | 11/19/20 | | 2,145 | | 2,045 | | 190 |
| 172410090, 16.08%, 12/04/25 | | LendingClub | | 12/04/20 | | 6,462 | | 6,120 | | 6,144 |
| 172526594, 16.08%, 05/03/26 (b) | | LendingClub | | 12/03/20 | | 7,963 | | 7,541 | | 0 |
| 172930301, 17.30%, 01/07/26 | | LendingClub | | 01/07/21 | | 6,685 | | 6,552 | | 6,434 |
| 172953769, 10.81%, 01/09/24 | | LendingClub | | 01/04/21 | | 2,815 | | 2,767 | | 2,780 |
| 173001562, 9.56%, 01/04/24 | | LendingClub | | 01/04/21 | | 3,684 | | 3,537 | | 3,618 |
| 173189961, 13.33%, 01/04/24 | | LendingClub | | 01/04/21 | | 3,187 | | 3,127 | | 3,132 |
| 173230532, 16.08%, 12/29/23 | | LendingClub | | 12/29/20 | | 3,558 | | 3,401 | | 3,485 |
| 173245923, 15.40%, 01/04/26 | | LendingClub | | 01/04/21 | | 9,869 | | 9,620 | | 9,526 |
| 173275380, 18.24%, 01/22/26 | | LendingClub | | 01/13/21 | | 6,721 | | 6,150 | | 6,203 |
| 173338471, 20.74%, 01/19/26 | | LendingClub | | 01/13/21 | | 12,469 | | 11,846 | | 11,769 |
| 173344582, 16.08%, 01/05/24 | | LendingClub | | 01/05/21 | | 3,928 | | 3,720 | | 3,821 |
| 173358800, 19.95%, 01/13/24 | | LendingClub | | 01/13/21 | | 6,791 | | 6,350 | | 6,575 |
| 173377823, 19.95%, 01/04/26 | | LendingClub | | 01/04/21 | | 9,837 | | 9,316 | | 9,262 |
| 173397739, 18.24%, 01/04/26 | | LendingClub | | 01/04/21 | | 8,192 | | 7,861 | | 7,781 |
| 173401158, 15.00%, 04/04/24 | | LendingClub | | 01/04/21 | | 1,252 | | 1,205 | | 915 |
| 173425721, 16.08%, 01/06/26 | | LendingClub | | 01/06/21 | | 7,941 | | 7,544 | | 7,552 |
| 173428112, 18.24%, 01/15/26 (b) | | LendingClub | | 01/04/21 | | 7,157 | | 7,003 | | 651 |
| 173440757, 15.40%, 01/20/26 | | LendingClub | | 01/07/21 | | 13,042 | | 12,520 | | 12,499 |
| 173452322, 20.74%, 01/04/26 | | LendingClub | | 01/04/21 | | 8,249 | | 8,228 | | 8,010 |
| 173480973, 19.95%, 01/29/24 | | LendingClub | | 01/29/21 | | 3,387 | | 3,150 | | 3,279 |
| 173481448, 16.08%, 01/07/26 | | LendingClub | | 01/07/21 | | 7,544 | | 7,431 | | 7,328 |
| 173537826, 14.02%, 01/13/26 | | LendingClub | | 01/06/21 | | 6,536 | | 6,437 | | 6,350 |
| 173555296, 13.33%, 01/07/24 | | LendingClub | | 01/07/21 | | 1,269 | | 1,229 | | 1,252 |
| 173715688, 17.24%, 01/13/26 | | LendingClub | | 01/13/21 | | 8,019 | | 7,738 | | 7,714 |
| 174073400, 15.19%, 01/26/24 (b) | | LendingClub | | 01/26/21 | | 3,647 | | 3,428 | | 117 |
| 174167788, 13.24%, 02/01/24 | | LendingClub | | 02/01/21 | | 3,345 | | 3,144 | | 3,239 |
| 182823625, 28.99%, 11/30/26 | | LendingClub | | 11/18/21 | | 6,223 | | 6,098 | | 5,895 |
| 182847100, 28.99%, 11/24/26 | | LendingClub | | 11/23/21 | | 12,607 | | 12,228 | | 11,787 |
| 182926009, 25.99%, 11/18/26 | | LendingClub | | 11/12/21 | | 9,458 | | 9,175 | | 7,405 |
| 183123528, 20.44%, 11/12/26 | | LendingClub | | 11/12/21 | | 5,433 | | 5,433 | | 5,247 |
| 183289999, 28.99%, 11/19/26 | | LendingClub | | 11/19/21 | | 5,125 | | 5,048 | | 4,894 |
| 183337972, 23.99%, 11/22/26 | | LendingClub | | 11/22/21 | | 7,027 | | 7,027 | | 6,801 |
| 183380248, 16.99%, 11/24/26 | | LendingClub | | 11/23/21 | | 1,457 | | 1,450 | | 1,414 |
| 183489173, 23.99%, 11/24/26 | | LendingClub | | 11/24/21 | | 16,731 | | 16,731 | | 16,217 |
| 183657208, 28.99%, 12/09/26 | | LendingClub | | 12/09/21 | | 13,072 | | 12,680 | | 12,280 |
| 183658618, 17.24%, 12/07/26 | | LendingClub | | 12/07/21 | | 16,474 | | 15,815 | | 15,476 |
| 183694841, 28.99%, 12/25/26 | | LendingClub | | 12/09/21 | | 17,574 | | 17,047 | | 16,520 |
| 183714114, 15.44%, 12/06/26 | | LendingClub | | 12/06/21 | | 7,108 | | 7,002 | | 6,866 |
| 183741816, 23.99%, 12/08/26 | | LendingClub | | 12/08/21 | | 5,090 | | 5,039 | | 4,853 |
| 183839826, 18.49%, 12/07/26 | | LendingClub | | 12/07/21 | | 12,427 | | 12,240 | | 11,829 |
| 183844896, 28.99%, 12/08/26 | | LendingClub | | 12/08/21 | | 15,569 | | 15,024 | | 14,532 |
| 183897668, 24.99%, 12/09/26 (b) | | LendingClub | | 12/09/21 | | 3,183 | | 3,168 | | 1,005 |
| 183932613, 20.99%, 12/09/26 | | LendingClub | | 12/09/21 | | 16,754 | | 16,670 | | 16,078 |
| 183940931, 14.19%, 12/14/26 | | LendingClub | | 12/09/21 | | 8,136 | | 8,136 | | 7,930 |
| 183964825, 24.99%, 12/25/26 | | LendingClub | | 12/13/21 | | 8,591 | | 8,376 | | 8,125 |
| 183982510, 15.19%, 12/10/26 | | LendingClub | | 12/10/21 | | 6,544 | | 6,511 | | 6,320 |
| 184568910, 18.99%, 01/01/27 | | LendingClub | | 12/31/21 | | 16,859 | | 16,502 | | 15,889 |
| 184582862, 17.44%, 12/31/26 | | LendingClub | | 12/31/21 | | 12,777 | | 12,667 | | 12,341 |
| 184595768, 18.49%, 12/30/26 | | LendingClub | | 12/30/21 | | 8,284 | | 8,284 | | 8,031 |
| 184715908, 21.99%, 01/04/27 | | LendingClub | | 01/04/22 | | 8,533 | | 8,497 | | 8,145 |
| 184719283, 14.19%, 01/15/27 | | LendingClub | | 01/04/22 | | 4,484 | | 4,429 | | 4,317 |
| 184722604, 16.49%, 01/15/27 | | LendingClub | | 01/04/22 | | 8,436 | | 8,436 | | 8,196 |
| 184921834, 20.49%, 01/11/27 | | LendingClub | | 01/11/22 | | 8,482 | | 8,482 | | 8,163 |
| 186432035, 7.09%, 02/25/25 | | LendingClub | | 03/01/22 | | 3,123 | | 3,092 | | 3,061 |
| 186491341, 8.79%, 03/01/25 | | LendingClub | | 03/03/22 | | 5,650 | | 5,574 | | 5,516 |
| 187375805, 28.99%, 04/11/27 | | LendingClub | | 04/13/22 | | 11,775 | | 11,563 | | 11,095 |
| 187522684, 7.09%, 04/16/25 | | LendingClub | | 04/05/22 | | 2,573 | | 2,546 | | 2,521 |
| 187683541, 30.99%, 04/12/27 | | LendingClub | | 04/14/22 | | 10,926 | | 10,628 | | 10,207 |
| 187697875, 12.49%, 03/29/25 | | LendingClub | | 03/31/22 | | 5,299 | | 5,261 | | 5,150 |
| 187726663, 11.49%, 03/30/25 | | LendingClub | | 04/01/22 | | 3,520 | | 3,483 | | 3,432 |
| 187789566, 8.79%, 03/31/25 | | LendingClub | | 04/04/22 | | 1,738 | | 1,726 | | 1,709 |
| 188007866, 20.49%, 04/08/25 | | LendingClub | | 04/12/22 | | 15,123 | | 14,786 | | 14,263 |
| 188170710, 7.59%, 04/22/25 | | LendingClub | | 04/14/22 | | 5,043 | | 4,953 | | 4,907 |
| 188218952, 30.99%, 04/18/27 | | LendingClub | | 04/14/22 | | 9,168 | | 9,095 | | 8,731 |
| 192151885, 18.49%, 08/30/25 | | LendingClub | | 09/01/22 | | 1,354 | | 1,342 | | 1,302 |
| 192754897, 9.59%, 08/25/25 | | LendingClub | | 08/29/22 | | 2,474 | | 2,412 | | 2,381 |
| 192772719, 10.79%, 08/31/25 | | LendingClub | | 09/02/22 | | 1,659 | | 1,632 | | 1,611 |
| 192789429, 16.24%, 08/25/25 | | LendingClub | | 08/29/22 | | 1,088 | | 1,074 | | 1,069 |
| 192828837, 23.99%, 08/31/25 | | LendingClub | | 09/02/22 | | 5,137 | | 4,895 | | 4,768 |
| 192855771, 14.24%, 09/01/25 | | LendingClub | | 09/06/22 | | 5,548 | | 5,406 | | 5,346 |
| 192857598, 10.24%, 08/29/25 | | LendingClub | | 08/31/22 | | 6,630 | | 6,463 | | 6,384 |
| 192883953, 7.59%, 08/26/25 | | LendingClub | | 08/30/22 | | 11,521 | | 11,236 | | 11,150 |
| 192953015, 8.59%, 08/30/25 | | LendingClub | | 09/01/22 | | 8,250 | | 8,046 | | 7,982 |
| 192956227, 9.59%, 08/30/25 | | LendingClub | | 09/01/22 | | 5,934 | | 5,762 | | 5,740 |
| 192986022, 23.99%, 09/01/25 | | LendingClub | | 09/06/22 | | 6,902 | | 6,604 | | 6,410 |
| 193070792, 12.44%, 09/02/25 | | LendingClub | | 09/07/22 | | 5,148 | | 5,040 | | 4,933 |
| 193072701, 9.09%, 09/02/25 | | LendingClub | | 09/07/22 | | 5,621 | | 5,480 | | 5,408 |
| 193076996, 9.34%, 09/02/25 | | LendingClub | | 09/07/22 | | 2,434 | | 2,373 | | 2,364 |
| 193081080, 10.29%, 09/02/25 | | LendingClub | | 09/07/22 | | 2,989 | | 2,926 | | 2,887 |
| 193131738, 10.29%, 09/06/25 | | LendingClub | | 09/08/22 | | 1,599 | | 1,586 | | 1,563 |
| 193143602, 24.49%, 09/19/25 | | LendingClub | | 09/19/22 | | 7,915 | | 7,604 | | 7,387 |
| 193192106, 12.49%, 09/06/25 (b) | | LendingClub | | 09/08/22 | | 1,888 | | 1,864 | | 0 |
| 193217338, 15.99%, 09/06/25 | | LendingClub | | 09/08/22 | | 6,052 | | 5,975 | | 5,808 |
| 193273414, 9.34%, 09/12/25 | | LendingClub | | 09/14/22 | | 2,982 | | 2,945 | | 2,906 |
| 193312242, 9.09%, 09/12/25 | | LendingClub | | 09/14/22 | | 3,406 | | 3,364 | | 3,319 |
| 193340586, 15.49%, 09/19/25 | | LendingClub | | 09/19/22 | | 1,291 | | 1,280 | | 1,245 |
| 193463279, 9.09%, 09/20/25 | | LendingClub | | 09/20/22 | | 4,088 | | 3,950 | | 3,903 |
| 193503662, 18.49%, 09/19/25 | | LendingClub | | 09/19/22 | | 4,339 | | 4,170 | | 4,048 |
| 193505022, 8.84%, 09/19/25 | | LendingClub | | 09/19/22 | | 1,277 | | 1,261 | | 1,251 |
| 193517179, 9.59%, 09/19/25 | | LendingClub | | 09/19/22 | | 5,586 | | 5,397 | | 5,335 |
| 193518701, 24.74%, 09/19/25 | | LendingClub | | 09/19/22 | | 3,960 | | 3,856 | | 3,743 |
| 193542225, 9.84%, 09/19/25 | | LendingClub | | 09/19/22 | | 2,133 | | 2,079 | | 2,053 |
| 193547190, 18.74%, 09/19/25 | | LendingClub | | 09/19/22 | | 2,678 | | 2,643 | | 2,565 |
| 193550455, 18.24%, 09/20/25 | | LendingClub | | 09/20/22 | | 13,906 | | 13,720 | | 13,349 |
| 193553167, 18.49%, 09/19/25 | | LendingClub | | 09/19/22 | | 5,215 | | 5,147 | | 4,990 |
| 193567947, 18.49%, 09/21/25 | | LendingClub | | 09/21/22 | | 3,830 | | 3,797 | | 3,696 |
| 193575581, 12.09%, 09/19/25 | | LendingClub | | 09/19/22 | | 8,573 | | 8,501 | | 8,333 |
| 193588330, 15.44%, 09/20/25 | | LendingClub | | 09/20/22 | | 2,573 | | 2,507 | | 2,440 |
| 193618065, 23.49%, 09/21/25 | | LendingClub | | 09/21/22 | | 10,031 | | 9,780 | | 7,957 |
| 193619319, 18.49%, 09/20/25 | | LendingClub | | 09/20/22 | | 5,215 | | 5,147 | | 4,992 |
| 193620005, 11.49%, 09/20/25 | | LendingClub | | 09/20/22 | | 1,712 | | 1,691 | | 1,669 |
| 193644144, 13.99%, 09/20/25 | | LendingClub | | 09/20/22 | | 1,722 | | 1,707 | | 1,674 |
| 193806872, 18.49%, 09/30/25 | | LendingClub | | 09/30/22 | | 4,345 | | 4,194 | | 4,083 |
| 193813241, 25.99%, 10/26/25 | | LendingClub | | 10/26/22 | | 6,500 | | 6,295 | | 6,132 |
| 193858687, 16.69%, 09/29/25 | | LendingClub | | 09/29/22 | | 4,762 | | 4,680 | | 4,574 |
| 193862291, 27.99%, 10/19/25 | | LendingClub | | 10/19/22 | | 4,075 | | 3,965 | | 3,853 |
| 193876727, 26.49%, 10/20/25 | | LendingClub | | 10/20/22 | | 3,614 | | 3,500 | | 3,405 |
| 193907286, 30.99%, 09/29/25 | | LendingClub | | 09/29/22 | | 890 | | 854 | | 833 |
| 193909887, 13.99%, 10/24/25 | | LendingClub | | 10/24/22 | | 1,055 | | 1,046 | | 1,025 |
| 193942727, 23.74%, 09/29/25 (b) | | LendingClub | | 09/29/22 | | 11,480 | | 11,160 | | 3,611 |
| 193947452, 18.49%, 09/30/25 | | LendingClub | | 09/30/22 | | 3,042 | | 3,015 | | 2,933 |
| 193960159, 18.49%, 10/01/25 | | LendingClub | | 09/29/22 | | 10,706 | | 10,475 | | 10,177 |
| 193963735, 15.99%, 10/03/25 | | LendingClub | | 10/03/22 | | 8,879 | | 8,725 | | 8,495 |
| 193979516, 15.99%, 09/29/25 | | LendingClub | | 09/29/22 | | 5,659 | | 5,586 | | 5,443 |
| 193984683, 20.49%, 09/30/25 | | LendingClub | | 09/30/22 | | 3,665 | | 3,633 | | 3,534 |
| 194022440, 25.99%, 10/22/25 | | LendingClub | | 10/07/22 | | 9,141 | | 8,894 | | 7,242 |
| 194182925, 23.49%, 10/07/25 | | LendingClub | | 10/07/22 | | 5,839 | | 5,658 | | 5,484 |
| 194192975, 25.99%, 10/07/25 | | LendingClub | | 10/07/22 | | 7,203 | | 6,981 | | 6,764 |
| 194412947, 22.49%, 10/25/25 | | LendingClub | | 10/25/22 | | 8,977 | | 8,696 | | 8,471 |
| 194455930, 18.69%, 10/28/25 | | LendingClub | | 10/20/22 | | 1,345 | | 1,333 | | 1,303 |
| 194500824, 19.69%, 10/21/25 | | LendingClub | | 10/21/22 | | 17,871 | | 17,712 | | 17,221 |
| 194534088, 18.19%, 10/21/25 | | LendingClub | | 10/21/22 | | 5,348 | | 5,277 | | 5,132 |
| 194596627, 13.89%, 10/20/25 | | LendingClub | | 10/20/22 | | 2,014 | | 1,997 | | 1,965 |
| 194598387, 30.99%, 10/19/25 | | LendingClub | | 10/19/22 | | 2,729 | | 2,630 | | 2,556 |
| 194626226, 28.99%, 10/20/25 | | LendingClub | | 10/20/22 | | 645 | | 621 | | 631 |
| 194654226, 26.49%, 10/21/25 | | LendingClub | | 10/21/22 | | 10,841 | | 10,452 | | 8,481 |
| 194655554, 23.99%, 10/24/25 | | LendingClub | | 10/24/22 | | 10,799 | | 10,460 | | 10,185 |
| 194657060, 13.74%, 10/20/25 | | LendingClub | | 10/20/22 | | 3,537 | | 3,491 | | 3,429 |
| 194663669, 17.49%, 10/20/25 | | LendingClub | | 10/20/22 | | 5,786 | | 5,735 | | 5,603 |
| 194697785, 24.49%, 10/24/25 | | LendingClub | | 10/24/22 | | 6,484 | | 6,281 | | 6,115 |
| 194705871, 19.69%, 10/28/25 | | LendingClub | | 10/28/22 | | 4,468 | | 4,428 | | 4,314 |
| 194720882, 22.74%, 10/21/25 | | LendingClub | | 10/21/22 | | 6,287 | | 6,231 | | 6,059 |
| 194731583, 12.69%, 10/24/25 | | LendingClub | | 10/24/22 | | 6,695 | | 6,606 | | 6,509 |
| 194735645, 23.99%, 10/28/25 | | LendingClub | | 10/28/22 | | 12,947 | | 12,540 | | 12,232 |
| 194748183, 26.49%, 10/25/25 | | LendingClub | | 10/25/22 | | 3,614 | | 3,483 | | 3,393 |
| 194753938, 17.99%, 10/24/25 | | LendingClub | | 10/24/22 | | 1,782 | | 1,758 | | 1,719 |
| 194762704, 9.09%, 10/24/25 | | LendingClub | | 10/24/22 | | 2,619 | | 2,584 | | 2,553 |
| 194821279, 25.99%, 10/26/25 | | LendingClub | | 10/26/22 | | 5,416 | | 5,197 | | 5,064 |
| 194823268, 17.44%, 10/25/25 | | LendingClub | | 10/25/22 | | 1,825 | | 1,777 | | 1,438 |
| 194824176, 21.94%, 10/25/25 | | LendingClub | | 10/25/22 | | 12,557 | | 12,164 | | 11,849 |
| 194848763, 30.99%, 10/28/25 | | LendingClub | | 10/28/22 | | 4,366 | | 4,247 | | 4,140 |
| 194850104, 20.49%, 10/26/25 | | LendingClub | | 10/26/22 | | 14,316 | | 13,933 | | 13,614 |
| 194851528, 25.99%, 11/10/25 | | LendingClub | | 10/27/22 | | 11,197 | | 10,844 | | 10,571 |
| 194851606, 15.99%, 10/27/25 | | LendingClub | | 10/27/22 | | 4,374 | | 4,316 | | 4,215 |
| 194852384, 23.19%, 10/25/25 | | LendingClub | | 10/25/22 | | 5,414 | | 5,342 | | 5,210 |
| 194854075, 15.19%, 10/26/25 | | LendingClub | | 10/26/22 | | 7,093 | | 6,937 | | 6,787 |
| 194854783, 13.69%, 10/25/25 | | LendingClub | | 10/25/22 | | 4,421 | | 4,363 | | 4,288 |
| 194867534, 28.99%, 10/28/25 | | LendingClub | | 10/28/22 | | 10,883 | | 10,587 | | 10,322 |
| 194871235, 30.99%, 10/28/25 | | LendingClub | | 10/28/22 | | 1,819 | | 1,769 | | 1,725 |
| 194889203, 22.49%, 10/27/25 | | LendingClub | | 10/27/22 | | 8,977 | | 8,897 | | 8,670 |
| 195006398, 9.10%, 11/02/25 | | LendingClub | | 11/02/22 | | 600 | | 592 | | 594 |
| 196684004, 14.49%, 01/20/26 | | LendingClub | | 01/20/23 | | 1,910 | | 1,829 | | 1,811 |
| 196988784, 20.19%, 01/23/26 | | LendingClub | | 01/23/23 | | 2,861 | | 2,820 | | 2,776 |
| 197007521, 21.45%, 01/23/26 | | LendingClub | | 01/23/23 | | 6,717 | | 6,589 | | 6,480 |
| 197135792, 22.74%, 01/23/26 | | LendingClub | | 01/23/23 | | 7,683 | | 7,463 | | 7,339 |
| 197150326, 18.49%, 01/23/26 | | LendingClub | | 01/23/23 | | 5,746 | | 5,527 | | 5,443 |
| 197155516, 19.69%, 02/07/26 | | LendingClub | | 02/07/23 | | 19,588 | | 17,982 | | 17,784 |
| 197200533, 12.99%, 01/20/26 | | LendingClub | | 01/20/23 | | 2,862 | | 2,808 | | 2,780 |
| 197239968, 21.24%, 01/23/26 | | LendingClub | | 01/23/23 | | 3,838 | | 3,728 | | 3,667 |
| 197250823, 13.74%, 01/20/26 | | LendingClub | | 01/20/23 | | 3,813 | | 3,795 | | 3,756 |
| 197306589, 30.99%, 01/20/26 | | LendingClub | | 01/20/23 | | 1,351 | | 1,299 | | 1,277 |
| 197314037, 14.49%, 01/24/26 | | LendingClub | | 01/24/23 | | 3,056 | | 3,013 | | 2,983 |
| 197314550, 18.94%, 01/23/26 | | LendingClub | | 01/23/23 | | 3,353 | | 3,305 | | 3,253 |
| 197316228, 16.24%, 01/23/26 | | LendingClub | | 01/23/23 | | 2,869 | | 2,814 | | 2,778 |
| 197425790, 16.94%, 01/31/25 | | LendingClub | | 01/31/23 | | 2,782 | | 2,575 | | 2,548 |
| 197427327, 13.04%, 01/23/26 | | LendingClub | | 01/23/23 | | 7,275 | | 7,240 | | 7,168 |
| 197448468, 13.49%, 01/20/26 | | LendingClub | | 01/20/23 | | 1,718 | | 1,693 | | 1,676 |
| 197456748, 15.94%, 01/20/26 | | LendingClub | | 01/20/23 | | 5,736 | | 5,682 | | 5,608 |
| 197458703, 12.99%, 01/20/26 | | LendingClub | | 01/20/23 | | 4,770 | | 4,725 | | 4,677 |
| 197462363, 14.49%, 01/23/26 | | LendingClub | | 01/23/23 | | 4,584 | | 4,541 | | 4,495 |
| 197516830, 19.94%, 01/24/26 | | LendingClub | | 01/24/23 | | 9,845 | | 9,516 | | 7,844 |
| 197524076, 13.74%, 01/24/26 | | LendingClub | | 01/24/23 | | 955 | | 932 | | 923 |
| 197536847, 11.09%, 01/24/26 | | LendingClub | | 01/24/23 | | 4,763 | | 4,696 | | 4,666 |
| 197546557, 16.19%, 01/24/26 | | LendingClub | | 01/24/23 | | 1,912 | | 1,885 | | 1,861 |
| 197552792, 18.19%, 01/24/25 | | LendingClub | | 01/24/23 | | 6,694 | | 6,663 | | 6,569 |
| 197555701, 13.74%, 01/24/26 | | LendingClub | | 01/24/23 | | 1,050 | | 1,040 | | 1,030 |
| 197567316, 12.74%, 02/05/26 | | LendingClub | | 01/24/23 | | 1,521 | | 1,514 | | 1,495 |
| 197602240, 12.34%, 01/27/26 | | LendingClub | | 01/27/23 | | 5,245 | | 4,970 | | 4,927 |
| 197603912, 12.99%, 01/30/26 | | LendingClub | | 01/30/23 | | 949 | | 904 | | 926 |
| 197814451, 10.99%, 02/15/26 | | LendingClub | | 02/06/23 | | 4,896 | | 4,708 | | 4,700 |
| 197908272, 22.49%, 02/09/26 | | LendingClub | | 02/09/23 | | 9,803 | | 9,329 | | 9,212 |
| 197924907, 25.24%, 02/09/26 | | LendingClub | | 02/09/23 | | 17,635 | | 16,781 | | 16,571 |
| 197968304, 22.74%, 02/10/26 | | LendingClub | | 02/10/23 | | 3,921 | | 3,732 | | 3,686 |
| 197981059, 25.99%, 02/10/26 | | LendingClub | | 02/10/23 | | 9,814 | | 9,386 | | 9,269 |
| 198039267, 18.74%, 02/13/26 | | LendingClub | | 02/13/23 | | 3,690 | | 3,529 | | 3,503 |
| 198125147, 19.99%, 02/14/26 | | LendingClub | | 02/14/23 | | 7,836 | | 7,342 | | 7,316 |
| 164149433, 26.99%, 05/15/26 (b) | | LendingClub | | 01/30/20 | | 15,194 | | 15,194 | | 12,648 |
| 164570836, 23.31%, 04/03/25 | | LendingClub | | 01/30/20 | | 6,896 | | 6,896 | | 6,757 |
| 164717993, 30.99%, 04/18/33 | | LendingClub | | 01/30/20 | | 1,057 | | 1,057 | | 920 |
| 183615887, 13.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 6,329 | | 6,369 | | 6,315 |
| 183691129, 18.49%, 12/27/24 | | LendingClub | | 12/28/21 | | 7,081 | | 7,124 | | 7,044 |
| 183776530, 21.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 3,967 | | 3,989 | | 3,996 |
| 183824964, 28.24%, 12/27/26 | | LendingClub | | 12/28/21 | | 6,043 | | 6,077 | | 6,114 |
| 183845635, 22.24%, 12/27/24 | | LendingClub | | 12/28/21 | | 6,615 | | 6,659 | | 6,692 |
| 184197962, 23.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 8,008 | | 8,061 | | 8,099 |
| 184199273, 15.00%, 06/30/27 | | LendingClub | | 12/28/21 | | 16,996 | | 17,128 | | 8,052 |
| 184303917, 13.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 3,177 | | 3,197 | | 3,166 |
| 184341030, 30.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 6,212 | | 6,255 | | 6,379 |
| 184361660, 28.49%, 12/27/24 | | LendingClub | | 12/28/21 | | 2,046 | | 2,060 | | 2,081 |
| 184362215, 15.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 12,804 | | 12,886 | | 12,774 |
| 184397053, 30.99%, 12/27/26 | | LendingClub | | 12/28/21 | | 13,068 | | 13,182 | | 13,260 |
| 184403525, 17.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 2,588 | | 2,605 | | 2,582 |
| 184414413, 15.74%, 12/27/24 | | LendingClub | | 12/28/21 | | 3,069 | | 3,088 | | 3,062 |
| 184416777, 24.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 1,851 | | 1,863 | | 1,872 |
| 184417758, 30.49%, 12/27/24 | | LendingClub | | 12/28/21 | | 2,066 | | 2,080 | | 2,121 |
| 184429316, 28.49%, 12/27/24 | | LendingClub | | 12/28/21 | | 1,094 | | 1,095 | | 1,103 |
| 184430130, 30.99%, 12/27/26 | | LendingClub | | 12/28/21 | | 8,713 | | 8,789 | | 8,798 |
| 184447010, 28.99%, 12/27/26 | | LendingClub | | 12/28/21 | | 6,304 | | 6,358 | | 6,377 |
| 184450399, 30.99%, 12/31/24 | | LendingClub | | 12/28/21 | | 4,168 | | 4,193 | | 4,226 |
| 184455585, 17.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 1,291 | | 1,300 | | 1,288 |
| 184459335, 19.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 15,694 | | 15,796 | | 15,683 |
| 184463310, 26.49%, 12/27/24 | | LendingClub | | 12/28/21 | | 6,148 | | 6,189 | | 6,245 |
| 184463486, 30.99%, 12/27/24 (b) | | LendingClub | | 12/28/21 | | 4,590 | | 4,617 | | 560 |
| 184463700, 18.99%, 01/18/27 | | LendingClub | | 01/20/22 | | 4,549 | | 4,549 | | 4,385 |
| 184464380, 30.99%, 12/27/26 | | LendingClub | | 12/28/21 | | 17,959 | | 18,133 | | 17,871 |
| 184467082, 20.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 3,286 | | 3,308 | | 3,284 |
| 184467823, 17.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 12,942 | | 13,025 | | 12,909 |
| 184469051, 26.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 4,335 | | 4,364 | | 4,381 |
| 184470793, 27.99%, 08/18/25 | | LendingClub | | 12/28/21 | | 10,290 | | 10,353 | | 10,131 |
| 184471643, 30.99%, 12/27/26 (b) | | LendingClub | | 12/28/21 | | 13,390 | | 13,489 | | 13,393 |
| 184473552, 17.49%, 12/27/24 | | LendingClub | | 12/28/21 | | 7,745 | | 7,794 | | 7,725 |
| 184474636, 24.99%, 12/30/24 | | LendingClub | | 12/28/21 | | 2,590 | | 2,600 | | 2,618 |
| 184475340, 30.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 1,734 | | 1,746 | | 1,739 |
| 184477367, 30.99%, 12/27/26 (b) | | LendingClub | | 12/28/21 | | 4,457 | | 4,492 | | 550 |
| 184481397, 28.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 6,838 | | 6,884 | | 6,952 |
| 184487239, 19.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 3,267 | | 3,285 | | 3,265 |
| 184487535, 24.99%, 12/27/24 | | LendingClub | | 12/28/21 | | 4,022 | | 4,049 | | 4,086 |
| 184519976, 30.99%, 01/18/27 | | LendingClub | | 01/20/22 | | 5,288 | | 5,288 | | 5,277 |
| 184784913, 27.99%, 01/18/25 | | LendingClub | | 01/20/22 | | 1,611 | | 1,612 | | 1,597 |
| 185049440, 23.99%, 01/18/25 | | LendingClub | | 01/20/22 | | 694 | | 694 | | 690 |
| 185170623, 16.99%, 01/18/25 | | LendingClub | | 01/20/22 | | 6,383 | | 6,383 | | 6,293 |
| 185181915, 16.99%, 01/31/24 (b) | | LendingClub | | 01/20/22 | | 3,995 | | 3,995 | | 134 |
| 185204609, 24.99%, 01/30/25 (b) | | LendingClub | | 01/20/22 | | 1,167 | | 1,167 | | 133 |
| 185209914, 23.99%, 01/18/25 | | LendingClub | | 01/20/22 | | 1,732 | | 1,732 | | 1,730 |
| 185338159, 29.49%, 03/11/25 | | LendingClub | | 02/15/22 | | 11,014 | | 11,014 | | 11,053 |
| 185347789, 30.49%, 02/11/26 | | LendingClub | | 02/15/22 | | 4,174 | | 4,174 | | 4,119 |
| 185399718, 30.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 7,024 | | 7,024 | | 7,042 |
| 185439817, 26.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 2,616 | | 2,616 | | 2,608 |
| 185468119, 22.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 2,858 | | 2,858 | | 2,845 |
| 185509674, 15.00%, 07/26/25 | | LendingClub | | 02/15/22 | | 11,959 | | 11,959 | | 6,846 |
| 185561544, 30.99%, 02/11/27 (b) | | LendingClub | | 02/15/22 | | 18,337 | | 18,337 | | 474 |
| 185735111, 21.49%, 02/11/27 | | LendingClub | | 02/15/22 | | 20,723 | | 20,723 | | 20,224 |
| 185809208, 30.99%, 02/21/26 | | LendingClub | | 02/15/22 | | 3,813 | | 3,813 | | 3,774 |
| 185921909, 30.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 9,603 | | 9,603 | | 9,635 |
| 185927616, 28.99%, 02/14/25 (b) | | LendingClub | | 02/16/22 | | 779 | | 779 | | 256 |
| 185998007, 22.74%, 02/25/25 | | LendingClub | | 02/15/22 | | 725 | | 725 | | 723 |
| 186023602, 21.99%, 02/11/27 (b) | | LendingClub | | 02/15/22 | | 21,915 | | 21,915 | | 7,035 |
| 186064191, 15.99%, 02/26/24 | | LendingClub | | 02/15/22 | | 2,434 | | 2,434 | | 2,409 |
| 186066793, 30.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 3,693 | | 3,693 | | 3,706 |
| 186071477, 28.99%, 02/11/25 (b) | | LendingClub | | 02/15/22 | | 2,330 | | 2,330 | | 762 |
| 186090313, 30.99%, 02/12/25 | | LendingClub | | 02/15/22 | | 4,145 | | 4,145 | | 4,130 |
| 186105067, 20.49%, 02/11/25 | | LendingClub | | 02/15/22 | | 1,837 | | 1,837 | | 1,812 |
| 186112970, 15.00%, 08/11/27 | | LendingClub | | 02/15/22 | | 11,144 | | 11,144 | | 5,447 |
| 186118303, 24.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 2,883 | | 2,883 | | 2,874 |
| 186126706, 30.99%, 02/15/27 | | LendingClub | | 02/15/22 | | 8,058 | | 8,058 | | 7,981 |
| 186132922, 12.54%, 02/15/25 | | LendingClub | | 02/15/22 | | 6,828 | | 6,828 | | 6,738 |
| 186134274, 17.99%, 02/20/25 | | LendingClub | | 02/15/22 | | 5,032 | | 5,032 | | 4,969 |
| 186136774, 19.99%, 02/16/25 | | LendingClub | | 02/15/22 | | 4,960 | | 4,960 | | 4,886 |
| 186136784, 15.74%, 02/11/25 | | LendingClub | | 02/15/22 | | 4,593 | | 4,593 | | 4,529 |
| 186142053, 25.49%, 02/11/27 | | LendingClub | | 02/15/22 | | 14,012 | | 14,012 | | 13,514 |
| 186143344, 26.49%, 02/11/26 | | LendingClub | | 02/15/22 | | 8,557 | | 8,557 | | 8,221 |
| 186144954, 28.49%, 02/11/27 | | LendingClub | | 02/15/22 | | 15,920 | | 15,920 | | 15,871 |
| 186149058, 30.99%, 02/11/25 (b) | | LendingClub | | 02/15/22 | | 1,569 | | 1,569 | | 173 |
| 186152115, 15.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 3,111 | | 3,111 | | 3,070 |
| 186152464, 30.99%, 02/17/27 (b) | | LendingClub | | 02/15/22 | | 11,527 | | 11,527 | | 0 |
| 186152678, 24.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 2,811 | | 2,811 | | 2,802 |
| 186153496, 30.99%, 02/11/27 | | LendingClub | | 02/15/22 | | 13,370 | | 13,370 | | 13,278 |
| 186155024, 18.99%, 02/19/25 | | LendingClub | | 02/15/22 | | 2,539 | | 2,539 | | 2,506 |
| 186155205, 18.74%, 02/11/27 | | LendingClub | | 02/15/22 | | 5,127 | | 5,127 | | 4,945 |
| 186155341, 15.49%, 02/15/25 (b) | | LendingClub | | 02/15/22 | | 2,689 | | 2,689 | | 73 |
| 186156211, 30.99%, 02/11/27 | | LendingClub | | 02/15/22 | | 16,044 | | 16,044 | | 15,934 |
| 186158108, 15.99%, 02/16/25 | | LendingClub | | 02/15/22 | | 4,170 | | 4,170 | | 4,115 |
| 186158605, 30.99%, 02/15/25 | | LendingClub | | 02/15/22 | | 9,664 | | 9,664 | | 9,646 |
| 186158727, 17.99%, 02/26/25 | | LendingClub | | 02/15/22 | | 3,539 | | 3,539 | | 3,499 |
| 186165090, 15.99%, 02/11/25 | | LendingClub | | 02/15/22 | | 4,155 | | 4,155 | | 4,096 |
| 187766775, 30.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 4,316 | | 4,349 | | 4,308 |
| 187784900, 15.54%, 04/11/27 | | LendingClub | | 04/13/22 | | 6,955 | | 7,015 | | 6,774 |
| 187860335, 28.49%, 04/11/25 | | LendingClub | | 04/13/22 | | 4,750 | | 4,781 | | 4,645 |
| 187887928, 22.49%, 04/20/25 | | LendingClub | | 04/22/22 | | 2,857 | | 2,878 | | 2,847 |
| 187887993, 30.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 4,708 | | 4,745 | | 4,700 |
| 187899884, 27.99%, 04/11/25 (b) | | LendingClub | | 04/13/22 | | 13,174 | | 13,268 | | 0 |
| 187989828, 30.99%, 04/20/27 | | LendingClub | | 04/13/22 | | 14,414 | | 14,559 | | 11,903 |
| 188051774, 22.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 763 | | 769 | | 760 |
| 188078858, 17.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 4,496 | | 4,525 | | 4,453 |
| 188081773, 16.49%, 04/11/25 (b) | | LendingClub | | 04/13/22 | | 1,439 | | 1,449 | | 128 |
| 188083850, 23.49%, 04/15/25 | | LendingClub | | 04/13/22 | | 1,525 | | 1,536 | | 1,507 |
| 188085005, 15.99%, 04/16/25 | | LendingClub | | 04/13/22 | | 17,804 | | 17,933 | | 17,664 |
| 188085440, 23.49%, 04/11/25 | | LendingClub | | 04/13/22 | | 4,868 | | 4,905 | | 4,803 |
| 188086896, 30.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 2,328 | | 2,345 | | 2,311 |
| 188087040, 29.74%, 04/16/25 (b) | | LendingClub | | 04/13/22 | | 1,680 | | 1,693 | | 194 |
| 188088747, 20.49%, 04/11/25 | | LendingClub | | 04/13/22 | | 6,881 | | 6,932 | | 6,805 |
| 188088983, 26.99%, 04/25/24 | | LendingClub | | 04/13/22 | | 6,202 | | 6,239 | | 6,115 |
| 188089525, 25.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 11,571 | | 11,658 | | 11,513 |
| 188089558, 28.49%, 04/11/25 | | LendingClub | | 04/13/22 | | 934 | | 941 | | 928 |
| 188090337, 23.49%, 04/26/27 | | LendingClub | | 04/13/22 | | 6,772 | | 6,835 | | 6,673 |
| 188090472, 24.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 1,384 | | 1,394 | | 1,377 |
| 188090767, 30.99%, 04/20/27 | | LendingClub | | 04/13/22 | | 5,523 | | 5,577 | | 5,462 |
| 188091239, 30.99%, 04/17/27 | | LendingClub | | 04/13/22 | | 13,731 | | 13,856 | | 13,607 |
| 188091311, 20.49%, 05/28/25 | | LendingClub | | 04/13/22 | | 2,891 | | 2,913 | | 2,870 |
| 188092145, 28.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 3,734 | | 3,763 | | 3,704 |
| 188092760, 17.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 2,996 | | 3,018 | | 2,970 |
| 188094202, 26.24%, 04/11/25 | | LendingClub | | 04/13/22 | | 1,529 | | 1,541 | | 1,520 |
| 188094205, 19.99%, 04/26/25 | | LendingClub | | 04/13/22 | | 2,870 | | 2,891 | | 2,847 |
| 188094215, 27.99%, 04/15/25 | | LendingClub | | 04/13/22 | | 5,469 | | 5,502 | | 5,420 |
| 188096188, 30.99%, 04/12/27 | | LendingClub | | 04/14/22 | | 8,718 | | 8,805 | | 8,651 |
| 188096691, 30.99%, 04/25/25 (b) | | LendingClub | | 04/13/22 | | 1,767 | | 1,771 | | 0 |
| 188097398, 17.49%, 04/11/25 | | LendingClub | | 04/13/22 | | 1,497 | | 1,505 | | 1,483 |
| 188097672, 15.99%, 04/11/24 | | LendingClub | | 04/13/22 | | 1,452 | | 1,460 | | 1,438 |
| 188099700, 15.74%, 04/17/25 | | LendingClub | | 04/13/22 | | 4,471 | | 4,503 | | 4,434 |
| 188100809, 20.99%, 04/11/27 | | LendingClub | | 04/13/22 | | 4,603 | | 4,643 | | 4,521 |
| 188101947, 22.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 1,145 | | 1,153 | | 1,140 |
| 188103170, 30.99%, 04/22/25 | | LendingClub | | 04/13/22 | | 11,436 | | 11,526 | | 9,520 |
| 188103172, 25.49%, 04/20/25 | | LendingClub | | 04/13/22 | | 4,002 | | 4,032 | | 3,297 |
| 188103493, 24.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 3,843 | | 3,872 | | 3,825 |
| 188108259, 21.49%, 04/11/27 (b) | | LendingClub | | 04/13/22 | | 6,734 | | 6,792 | | 2,063 |
| 188108404, 19.49%, 04/11/25 | | LendingClub | | 04/13/22 | | 4,520 | | 4,553 | | 4,470 |
| 188112597, 17.74%, 04/22/25 | | LendingClub | | 04/13/22 | | 5,454 | | 5,494 | | 4,465 |
| 188112793, 20.49%, 04/13/25 | | LendingClub | | 04/13/22 | | 15,186 | | 15,298 | | 15,001 |
| 188114972, 30.99%, 04/15/25 | | LendingClub | | 04/13/22 | | 2,759 | | 2,780 | | 2,741 |
| 188116962, 30.99%, 04/11/27 (b) | | LendingClub | | 04/13/22 | | 11,144 | | 11,246 | | 3,866 |
| 188117634, 25.49%, 04/20/27 | | LendingClub | | 04/13/22 | | 6,356 | | 6,410 | | 6,209 |
| 188119794, 23.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 11,489 | | 11,575 | | 11,439 |
| 188121795, 28.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 5,222 | | 5,238 | | 5,179 |
| 188123133, 30.99%, 04/19/27 | | LendingClub | | 04/13/22 | | 8,907 | | 8,988 | | 7,387 |
| 188123577, 25.99%, 11/26/27 (b) | | LendingClub | | 04/13/22 | | 4,751 | | 4,795 | | 192 |
| 188124880, 30.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 1,958 | | 1,975 | | 1,954 |
| 188125305, 19.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 2,264 | | 2,281 | | 2,239 |
| 188125693, 15.99%, 04/11/25 | | LendingClub | | 04/13/22 | | 2,601 | | 2,620 | | 2,579 |
| 188129556, 30.99%, 04/15/27 | | LendingClub | | 04/13/22 | | 4,569 | | 4,611 | | 4,523 |
| 160708165, 16.12%, 11/15/24 | | LendingClub | | 02/19/20 | | 6,360 | | 5,978 | | 6,193 |
| 161657418, 18.62%, 11/12/24 (b) | | LendingClub | | 02/19/20 | | 7,418 | | 6,862 | | 191 |
| 161704640, 18.62%, 02/28/25 | | LendingClub | | 02/20/20 | | 9,335 | | 8,541 | | 9,104 |
| 161741565, 16.95%, 11/15/24 | | LendingClub | | 02/19/20 | | 8,598 | | 8,125 | | 8,373 |
| 161908462, 17.74%, 11/15/24 | | LendingClub | | 02/19/20 | | 6,579 | | 6,184 | | 6,394 |
| 166633377, 13.08%, 04/27/33 | | LendingClub | | 09/09/20 | | 341 | | 268 | | 341 |
| 167094451, 14.30%, 04/24/33 | | LendingClub | | 07/28/20 | | 601 | | 531 | | 600 |
| 167918460, 7.56%, 03/06/33 | | LendingClub | | 09/30/20 | | 2,458 | | 2,372 | | 2,441 |
| 168130519, 13.08%, 04/23/33 | | LendingClub | | 07/24/20 | | 24 | | 22 | | 24 |
| 168172636, 18.62%, 04/14/33 | | LendingClub | | 10/15/20 | | 307 | | 283 | | 307 |
| 168220915, 20.55%, 04/14/25 | | LendingClub | | 10/07/20 | | 11,517 | | 10,596 | | 11,294 |
| 168602126, 14.30%, 04/14/33 | | LendingClub | | 10/29/20 | | 360 | | 340 | | 360 |
| 168607697, 17.74%, 04/27/33 | | LendingClub | | 10/22/20 | | 216 | | 203 | | 216 |
| 168615219, 16.95%, 04/15/33 | | LendingClub | | 10/20/20 | | 298 | | 280 | | 298 |
| 168652487, 14.30%, 04/14/33 | | LendingClub | | 10/19/20 | | 407 | | 386 | | 407 |
| Total Whole Loans | | | | | | | | 2,065,469 | | 1,864,031 |
| | | | | | | | | | | |
| BRIDGE LOANS - 38.7% | | | | | | | | | | |
| Real Estate Loans - 38.7% (a)(c) | | | | | | | | | | |
| 39301, 9.50%, 11/26/22 (b) | | Fund That Flip | | 03/31/21 | | 5,624 | | 5,624 | | 5,009 |
| 39333, 8.50%, 05/01/23 | | Fund That Flip | | 08/31/21 | | 5,705 | | 5,705 | | 5,552 |
| 40671, 8.75%, 06/19/23 | | Fund That Flip | | 03/29/21 | | 50,000 | | 50,000 | | 48,697 |
| 41159, 8.50%, 06/11/23 (b) | | Fund That Flip | | 03/29/21 | | 58,000 | | 58,000 | | 56,874 |
| 41250, 10.00%, 10/27/21 (b) | | Fund That Flip | | 07/19/21 | | 40,000 | | 40,000 | | 31,799 |
| 41289, 8.50%, 09/22/23 | | Fund That Flip | | 03/29/21 | | 50,000 | | 50,000 | | 48,856 |
| 41515, 9.25%, 04/23/23 | | Fund That Flip | | 08/16/21 | | 2,145 | | 2,145 | | 2,078 |
| 41663, 9.50%, 04/02/22 (b) | | Fund That Flip | | 04/06/21 | | 30,000 | | 30,000 | | 23,419 |
| 41710, 9.25%, 04/15/22 (b) | | Fund That Flip | | 04/22/21 | | 35,000 | | 35,000 | | 28,897 |
| 41711, 9.50%, 04/02/22 (b) | | Fund That Flip | | 04/06/21 | | 30,000 | | 30,000 | | 23,419 |
| 41923, 10.00%, 12/10/21 (b) | | Fund That Flip | | 07/19/21 | | 40,000 | | 40,000 | | 31,129 |
| 42127, 8.75%, 03/30/23 (b) | | Fund That Flip | | 05/06/21 | | 30,000 | | 30,000 | | 29,418 |
| 42375, 9.00%, 04/15/23 | | Fund That Flip | | 09/30/21 | | 30,000 | | 30,000 | | 29,166 |
| 43347, 8.75%, 08/03/22 (b) | | Fund That Flip | | 08/16/21 | | 30,000 | | 30,000 | | 25,679 |
| 44866, 8.50%, 02/10/23 (b) | | Fund That Flip | | 12/09/21 | | 45,000 | | 45,000 | | 44,826 |
| 45227, 9.00%, 09/21/22 (b) | | Fund That Flip | | 10/13/21 | | 50,000 | | 50,000 | | 49,939 |
| 56212, 9.00%, 05/21/23 | | Fund That Flip | | 02/24/22 | | 40,000 | | 40,000 | | 36,879 |
| 56260, 8.50%, 07/20/22 (b) | | Fund That Flip | | 02/24/22 | | 40,000 | | 40,000 | | 35,855 |
| 57895, 9.50%, 07/07/23 | | Fund That Flip | | 07/12/22 | | 50,000 | | 50,000 | | 49,035 |
| 57920, 8.75%, 06/21/23 | | Fund That Flip | | 04/12/22 | | 50,000 | | 50,000 | | 48,924 |
| 58234, 9.00%, 12/16/22 (b) | | Fund That Flip | | 08/04/22 | | 50,000 | | 50,000 | | 47,234 |
| 59261, 9.75%, 04/12/23 | | Fund That Flip | | 08/19/22 | | 50,000 | | 50,000 | | 48,803 |
| 60198, 9.50%, 02/15/23 (b) | | Fund That Flip | | 08/04/22 | | 50,000 | | 50,000 | | 50,322 |
| 61663, 9.00%, 07/08/23 | | Fund That Flip | | 08/04/22 | | 25,000 | | 25,000 | | 24,559 |
| 61668, 12.00%, 07/15/23 | | Fund That Flip | | 02/13/23 | | 50,000 | | 50,000 | | 49,592 |
| 61975, 12.00%, 07/15/23 | | Fund That Flip | | 02/13/23 | | 50,000 | | 50,000 | | 49,591 |
| 63394, 12.50%, 04/28/23 | | Fund That Flip | | 12/29/22 | | 14,000 | | 14,000 | | 13,714 |
| 64033, 12.50%, 05/10/23 | | Fund That Flip | | 12/29/22 | | 11,000 | | 11,000 | | 10,807 |
| 64303, 12.25%, 05/22/23 | | Fund That Flip | | 11/07/22 | | 6,000 | | 6,000 | | 5,868 |
| 65117, 12.00%, 11/15/23 | | Fund That Flip | | 02/13/23 | | 50,000 | | 50,000 | | 49,726 |
| 67800, 13.50%, 09/09/23 | | Fund That Flip | | 12/29/22 | | 50,000 | | 50,000 | | 49,399 |
| 17406, 11.00%, 03/31/23 (b) | | Sharestates | | 01/02/20 | | 25,000 | | 25,000 | | 24,533 |
| 17409, 10.00%, 03/31/23 | | Sharestates | | 01/02/20 | | 25,000 | | 25,000 | | 24,802 |
| 18070, 12.00%, 04/30/23 | | Sharestates | | 02/24/20 | | 15,619 | | 15,619 | | 15,344 |
| 18833, 12.00%, 06/30/23 | | Sharestates | | 07/17/20 | | 25,000 | | 25,000 | | 24,773 |
| 19234, 9.50%, 05/31/21 (b) | | Sharestates | | 11/20/20 | | 30,000 | | 30,000 | | 23,593 |
| 19238, 10.00%, 05/31/21 (b) | | Sharestates | | 11/24/20 | | 30,000 | | 30,000 | | 23,473 |
| 19434, 9.00%, 07/31/22 (b) | | Sharestates | | 01/19/21 | | 20,000 | | 20,000 | | 17,500 |
| 19675, 9.25%, 01/31/22 (b) | | Sharestates | | 03/09/21 | | 31,000 | | 31,000 | | 26,434 |
| 19682, 8.75%, 04/30/22 (b) | | Sharestates | | 03/12/21 | | 40,000 | | 40,000 | | 35,591 |
| 19684, 10.50%, 05/31/22 (b) | | Sharestates | | 03/12/21 | | 45,000 | | 45,000 | | 37,507 |
| 20164, 10.00%, 11/30/22 (b) | | Sharestates | | 06/24/21 | | 15,000 | | 15,000 | | 13,701 |
| 20208, 10.00%, 04/30/23 | | Sharestates | | 06/29/21 | | 35,000 | | 35,000 | | 34,719 |
| 20347, 9.00%, 11/30/22 (b) | | Sharestates | | 07/30/21 | | 35,000 | | 35,000 | | 32,427 |
| 20403, 12.00%, 08/31/23 | | Sharestates | | 08/20/21 | | 29,000 | | 29,000 | | 28,751 |
| 20454, 9.50%, 08/31/22 (b) | | Sharestates | | 09/07/21 | | 50,000 | | 50,000 | | 41,342 |
| 20636, 9.50%, 12/31/22 (b) | | Sharestates | | 10/01/21 | | 30,000 | | 30,000 | | 27,607 |
| 20909, 12.00%, 05/31/23 | | Sharestates | | 12/09/21 | | 40,000 | | 40,000 | | 39,608 |
| 21603, 10.50%, 05/31/23 | | Sharestates | | 05/18/22 | | 50,000 | | 50,000 | | 49,641 |
| 21998, 10.15%, 07/31/23 | | Sharestates | | 08/19/22 | | 50,000 | | 50,000 | | 49,722 |
| 22008, 11.00%, 08/31/23 | | Sharestates | | 08/22/22 | | 50,000 | | 50,000 | | 49,717 |
| 22090, 10.00%, 11/30/22 (b) | | Sharestates | | 09/09/22 | | 7,000 | | 7,000 | | 6,471 |
| 22228, 12.00%, 10/31/23 | | Sharestates | | 10/13/22 | | 50,000 | | 50,000 | | 49,750 |
| 22478, 12.00%, 12/31/23 | | Sharestates | | 12/21/22 | | 50,000 | | 50,000 | | 49,841 |
| 22481, 10.25%, 07/31/23 | | Sharestates | | 12/20/22 | | 44,000 | | 44,000 | | 43,825 |
| 22482, 11.00%, 12/31/23 | | Sharestates | | 12/20/22 | | 50,000 | | 50,000 | | 49,859 |
| 22483, 10.49%, 09/30/23 | | Sharestates | | 12/20/22 | | 50,000 | | 50,000 | | 49,835 |
| Total Bridge Loans | | | | | | | | 2,039,093 | | 1,925,431 |
| | | | | | | | | | | |
| Total Investments - 76.2% | | | | | | | | 4,104,562 | | 3,789,462 |
| | | | | | | | | | | |
| Other Assets in Excess of Liabilities - 23.8% | | | | | | | | | | 1,185,585 |
| | | | | | | | | | | |
| TOTAL NET ASSETS - 100.0% | | | | | | | | | | $4,975,047 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| (a) Fair valued by a third party pricing service using unobservable inputs and subject to review by AlphaCentric Advisors LLC (the "Advisor") pursuant to policies approved by the Board of Trustees of the Fund. |
| (b) Past-due loan. | | | | | | | | | | |
| (c) Short-term loans backed by single-family, multi-family and commercial properties. |
| | | | | | | | | | | |
(b) Not Applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
Month #1 10/01/22-10/31/22 | 0 | $0 | 0 | $0 |
Month #2 11/01/22-11/30/22 | 0 | $0 | 0 | $0 |
Month #3* 12/01/22-12/31/22 | 36,976 | $8.88 | 39,976 | $328,346 |
Month #4 01/01/23-01/31/23 | 0 | $0 | 0 | $0 |
Month #5 02/01/23-02/28/23 | 0 | $0 | 0 | $0 |
Month #6** 03/01/23-03/31/23 | 2,046 | $8.38 | 2,046 | $17,149 |
Total | 39,022 | $8.85 | 39,022 | $345,495 |
* The Fund issued a repurchase offer on November 7, 2022. The repurchase offer enabled up to 30,045 shares to be redeemed by shareholders. The repurchase shares were paid out at the December 16, 2022 net asset value per share. The repurchase offer expired on December 2, 2022.
** The Fund issued a repurchase offer on February 6, 2023. The repurchase offer enabled up to 29,796 shares to be redeemed by shareholders. The repurchase shares were paid out at the March 17, 2023 net asset value per share. The repurchase offer expired on March 3, 2023.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
| (a) | Based on an evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days prior to the filing date of this Form N-CSR, the registrant’s principal executive officer and principal financial officer have concluded that the disclosure controls and procedures are effective. |
| (b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
The registrant did not engage in securities lending activities during the fiscal period reported on this Form N-CSR.
Item 13. Exhibits.
(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. None.
(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AlphaCentric Prime Meridian Income Fund
By: ____/s/ George F. Amrhein, Jr._____________________
George F. Amrhein, Jr., President
(Principal Executive Officer)
Date: __5/31/2023_______________________
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: ____/s/ George F. Amrhein, Jr._____________________
George F. Amrhein, Jr., President
(Principal Executive Officer)
Date: 5/31/2023
By: /s/ Rocco DiBenedetto
Rocco DiBenedetto, Treasurer
(Principal Financial Officer)
Date: 5/31/2023