N-CSRS 1 d773843dncsrs.htm SEI STRUCTURED CREDIT FUND, LP SEI Structured Credit Fund, LP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSRS

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-22107

 

 

SEI Structured Credit Fund, L.P.

(Exact name of registrant as specified in charter)

 

 

One Freedom Valley Drive

Oaks, PA 19456

(Address of principal executive offices) (Zip code)

 

 

Brian Vrabel

c/o SEI Investments Management Corporation

One Freedom Valley Drive

Oaks, PA 19456

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (610) 676-3842

Date of fiscal year end: December 31, 2019

Date of reporting period: June 30, 2019

 

 

 


Item 1.

Reports to Stockholders.

 


S E I   S T R U C T U R E D   C R E D I T   F U N D,   L . P .

Financial Statements (Unaudited)

For the six month period ended June 30, 2019


SEI Structured Credit Fund, L.P.

Financial Statements

For the six month period ended June 30, 2019

Contents

 

Schedule of Investments

     1  

Statement of Assets and Liabilities

     8  

Statement of Operations

     9  

Statements of Changes in Limited Partners’ Capital

     10  

Statement of Cash Flows

     11  

Notes to Financial Statements

     12  

 

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“Commission”) for the first and third quarter of each fiscal year on Form N-PORT. The Trust’s Forms N-PORT is available on the Commission’s website at https://www.sec.gov.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling (888) 786-9977; and (ii) on the Commission’s website at https://www.sec.gov.


SEI Structured Credit Fund, L.P.

Schedule of Investments (Unaudited)

June 30, 2019

 

LOGO

 

Description    Par Value      Fair Value  

ASSET-BACKED SECURITIES (A) — 102.7%

     

CANADA — 1.9%

     

Callidus ABL CLO, Ser 2016-1A, Cl A

     

3.990%, 12/07/21 (B)

   $             14,909,288      $             14,596,193  

Callidus ABL CLO, Ser 2016-1A, Cl B

     

5.430%, 12/07/21 (B)

     11,500,000        11,148,100  

Callidus ABL CLO, Ser 2016-1A, Cl C

     

6.790%, 12/07/21 (B)

     7,000,000        6,754,300  

Callidus ABL CLO, Ser 2016-1A, Cl D

     

9.290%, 12/07/21 (B)

     5,250,000        4,953,900  
     

 

 

 
        37,452,493  
     

 

 

 

CAYMAN ISLANDS — 72.9%

     

ABPCI Direct Lending Fund CLO I, Ser 2019-1A, Cl CR

     

6.798%, VAR ICE LIBOR USD 3 Month+4.520% 07/20/29 (B)

     12,466,000        12,417,383  

ABPCI Direct Lending Fund CLO V, Ser 2019-5A, Cl C

     

7.278%, VAR ICE LIBOR USD 3 Month+5.000% 04/20/31 (B)

     13,000,000        13,113,750  

APEX CREDIT CLO, Ser 2018-2A, Cl E

     

8.808%, VAR ICE LIBOR USD 3 Month+6.530% 10/20/31 (B)

     14,300,000        13,728,000  

APEX CREDIT CLO, Ser 2018-2A, Cl F

     

11.258%, VAR ICE LIBOR USD 3 Month+8.980% 10/20/31 (B)

     7,600,000        6,764,000  

Arch Street CLO, Ser 2018-2A, Cl DR

     

6.028%, VAR ICE LIBOR USD 3 Month+3.750% 10/20/28 (B)

     8,000,000        7,892,000  

B&M CLO, Ser 2014-1A, Cl E

     

8.351%, VAR ICE LIBOR USD 3 Month+5.750% 04/16/26 (B)

     5,250,000        4,525,500  

Battalion CLO, Ser 2013-4A, Cl SUB

     

10/22/25 (B)(C)

     31,800,000        159,000  

Battalion CLO IX, Ser 2018-9A, Cl ER

     

8.553%, VAR ICE LIBOR USD 3 Month+6.250% 07/15/31 (B)

     17,000,000        16,216,300  

Battalion CLO VII, Ser 2014-7A, Cl SUB

     

07/17/28 (B)(C)

     12,746,000        5,225,860  

Battalion CLO VII, Ser 2018-7A, Cl ERR

     

10.883%, VAR ICE LIBOR USD 3 Month+8.580% 07/17/28 (B)

     4,000,000        3,850,800  

Battalion CLO XI, Ser 2017-11A, Cl E

     

8.263%, VAR ICE LIBOR USD 3 Month+5.980% 10/24/29 (B)

     2,700,000        2,595,240  

Battalion CLO XI, Ser 2017-11A, Cl SUB

     

10/24/29 (B)(C)

     38,324,300        29,892,954  

Battalion CLO XII, Ser 2018-12A, Cl SUB

     

05/17/31 (B)(C)

     46,533,517        38,157,484  

Battalion CLO XIV, Ser 2019-14A, Cl SUB

     

04/20/32 (C)

     47,870,000        42,781,419  

Benefit Street Partners CLO, Ser 2015-VII, Cl SUB

     

07/18/27 (C)

     36,750,000        27,389,775  

Benefit Street Partners CLO, Ser 2018-5BA, Cl SUB

     

04/20/31 (C)

     30,840,000        23,839,320  

Benefit Street Partners CLO III, Ser 2013-IIIA, Cl SUB

     

07/20/29 (B)(C)

     21,904,000        9,637,760  

Benefit Street Partners CLO IV

     

07/20/26 (B)(C)

     21,676,000        11,542,470  

See accompanying notes, which are an integral part of the financial statements.

 

1


SEI Structured Credit Fund, L.P.

Schedule of Investments (Unaudited)

June 30, 2019

 

Description    Par Value      Fair Value  

Benefit Street Partners CLO IX

     

07/20/25 (B)(C)

   $         22,625,000      $         19,457,500  

Benefit Street Partners CLO V

     

10/20/26 (B)(C)

     19,200,000        576,000  

Benefit Street Partners CLO VI, Ser 2015-VIA, Cl SUB

     

10/18/29 (B)(C)

     36,203,000        25,642,585  

Benefit Street Partners CLO VIII

     

(B)

     36,680,000        29,527,400  

Benefit Street Partners CLO XII, Ser 2017-12A, Cl SUB

     

10/15/30 (B)(C)

     40,364,000        31,483,920  

Benefit Street Partners CLO XIV, Ser 2018-14A, Cl SUB

     

04/20/31 (B)(C)

     37,334,000        30,240,540  

Benefit Street Partners CLO XVI, Ser 2018-16A, Cl E

     

9.003%, VAR ICE LIBOR USD 3 Month+6.700% 01/17/32 (B)

     4,350,000        4,234,725  

Brigade Debt Funding I, Ser 2018-1A, Cl SUB

     

04/25/36 (C)

     55,000,000        49,720,000  

Brigade Debt Funding II, Ser 2018-2A, Cl D

     

5.500%, 10/25/35 (B)

     3,386,692        3,227,517  

Brigade Debt Funding II, Ser 2018-2A, Cl SUB

     

10/25/35 (B)(C)

     20,000,000        18,340,000  

Cathedral Lake CLO, Ser 2013-1A, Cl CR

     

5.803%, VAR ICE LIBOR USD 3 Month+3.500% 10/15/29 (B)

     5,000,000        4,715,550  

Cathedral Lake CLO, Ser 2013-1A, Cl DR

     

9.553%, VAR ICE LIBOR USD 3 Month+7.250% 10/15/29 (B)

     14,464,000        14,257,020  

Cathedral Lake CLO, Ser 2013-1A, Cl SUB

     

10/15/29 (B)(C)

     18,200,000        6,734,000  

Cathedral Lake V, Ser 2018-5A, Cl E

     

8.378%, VAR ICE LIBOR USD 3 Month+6.100% 10/21/30 (B)

     9,000,000        8,361,810  

Cathedral Lake V, Ser 2018-5A, Cl SUB

     

10/21/30 (B)(C)

     30,838,000        24,670,400  

Dryden 75 CLO, Ser 2019-75A, Cl SUB

     

07/15/30 (B)(C)

     24,090,000        20,235,600  

Elevation CLO, Ser 2014-2A, Cl ER

     

8.653%, VAR ICE LIBOR USD 3 Month+6.350% 10/15/29 (B)

     7,500,000        7,201,582  

Elevation CLO, Ser 2014-2A, Cl FR

     

10.943%, VAR ICE LIBOR USD 3 Month+8.640% 10/15/29 (B)

     8,550,000        8,203,393  

Elevation CLO, Ser 2014-2A, Cl SUB

     

10/15/29 (B)(C)

     14,400,000        5,688,000  

Elevation CLO, Ser 2017-8A, Cl F

     

10.440%, 10/25/30

     6,650,000        6,083,826  

Elevation CLO, Ser 2018-10A, Cl E

     

8.568%, VAR ICE LIBOR USD 3 Month+6.290% 10/20/31 (B)

     14,000,000        13,441,037  

Elevation CLO, Ser 2018-10A, Cl SUB

     

10/20/31 (B)(C)

     40,850,000        31,930,035  

Evans Grove CLO, Ser 2018-1A, Cl E

     

9.021%, VAR ICE LIBOR USD 3 Month+6.500% 05/28/28 (B)

     9,000,000        8,612,010  

Figueroa CLO, Ser 2013-2A, Cl SUB

     

06/20/27 (B)(C)

     12,967,000        5,203,657  

Garrison Funding, Ser 2018-2RA, Cl A1TR

     

4.100%, VAR ICE LIBOR USD 3 Month+1.580% 11/20/29 (B)

     13,949,000        13,824,017  

Garrison Funding, Ser 2018-2RA, Cl A2R

     

4.970%, VAR ICE LIBOR USD 3 Month+2.450% 11/20/29 (B)

     5,525,000        5,451,186  

Great Lakes CLO, Ser 2014-1A, Cl ER

     

10.097%, 10/15/29

     10,378,000        10,066,660  

Great Lakes CLO, Ser 2014-1A, Cl FR

     

12.597%, 10/15/29

     6,063,000        5,424,566  

Great Lakes CLO, Ser 2014-1A, Cl SUB

     

10/15/29 (B)(C)

     16,940,000        13,872,166  

Great Lakes CLO, Ser 2015-1A, Cl ER

     

9.961%, 01/16/30

     17,689,000        16,450,770  

Great Lakes CLO, Ser 2015-1A, Cl FR

     

12.601%, 01/16/30

     6,517,000        5,530,978  

See accompanying notes, which are an integral part of the financial statements.

 

2


SEI Structured Credit Fund, L.P.

Schedule of Investments (Unaudited)

June 30, 2019

 

Description    Par Value     Fair Value  

Great Lakes CLO, Ser 2015-1A, Cl SUB

    

01/16/30 (B)(C)

   $         24,580,042     $         18,164,651  

Halcyon Loan Advisors Funding, Ser 2018-2A, Cl D

    

9.746%, 01/22/31

     15,700,000       15,075,454  

Ivy Hill Middle Market Credit Fund, Ser 2013-7A, Cl SUB

    

10/20/29 (B)(C)

     19,066,500       14,141,623  

Ivy Hill Middle Market Credit Fund VII, Ser 2017-7A, Cl ER

    

10.322%, VAR ICE LIBOR USD 3 Month+7.730% 10/20/29 (B)

     9,000,000       8,784,000  

Ivy Hill Middle Market Credit Fund X, Ser 2018-10A, Cl DR

    

9.580%, VAR ICE LIBOR USD 3 Month+7.280% 07/18/30 (B)

     21,000,000       20,173,230  

Ivy Hill Middle Market Credit Fund XIV, Ser 2018-14A, Cl D

    

9.671%, 04/18/30

     15,555,000       14,321,489  

Ivy Hill Middle Market Credit Fund XIV, Ser 2018-14A, Cl SUB

    

04/18/30 (B)(C)

     11,667,000       10,003,752  

Lockwood Grove CLO, Ser 2014-1A, Cl ERR

    

8.430%, 01/25/30

     17,100,000       15,788,088  

Lockwood Grove CLO, Ser 2014-1A, Cl SUB

    

01/25/30 (B)(C)

     25,988,000       19,491,000  

MCF CLO VIII, Ser 2018-1A, Cl SUB

    

07/18/30 (B)(C)

     27,710,000       26,216,431  

Monarch Grove CLO, Ser 2018-1A, Cl D

    

4.926%, VAR ICE LIBOR USD 3 Month+2.650% 01/25/28 (B)

     6,450,000       6,003,918  

Monroe Capital MML CLO, Ser 2018-1A, Cl ER

    

9.528%, VAR ICE LIBOR USD 3 Month+7.250% 07/22/28 (B)

     15,000,000       13,925,700  

Mountain View CLO, Ser 2013-1A, Cl DR

    

6.490%, VAR ICE LIBOR USD 3 Month+4.150% 10/12/30 (B)

     2,000,000       1,980,000  

Mountain View CLO, Ser 2013-1A, Cl ER

    

10.040%, VAR ICE LIBOR USD 3 Month+7.700% 10/12/30 (B)

     10,000,000       9,500,000  

Neuberger Berman CLO, Ser 2017-24A, Cl INC

    

04/19/30 (B)(C)

     15,000,000       9,600,000  

Neuberger Berman CLO XV, Ser 2013-15A, Cl FR

    

10.783%, VAR ICE LIBOR USD 3 Month+8.480% 10/15/29 (B)

     4,200,000       3,927,000  

Neuberger Berman CLO XV, Ser 2013-15A, Cl SUB

    

10/15/29 (B)(C)

     19,868,600       8,543,498  

Neuberger Berman CLO XVI, Ser 2017-16SA, Cl SUB

    

01/15/28 (B)(C)

     17,822,117       15,683,463  

Neuberger Berman CLO XVII, Ser 2014-17A, Cl SUB

    

04/22/29 (B)(C)

     5,900,000       3,259,750  

Neuberger Berman CLO XXII, Ser 2016-22A, Cl SUB

    

10/17/27 (B)(C)

     26,625,000       16,773,750  

Neuberger Berman CLO XXII, Ser 2016-22A, Cl SUBF

    

0.100%, 10/17/27 (B)

     818,231       360,022  

Neuberger Berman Loan Advisers CLO, Ser 2017-25A, Cl INC

    

10/18/29 (B)(C)

     16,000,000       11,040,000  

Neuberger Berman Loan Advisers CLO, Ser 2017-26A, Cl INC

    

10/18/30 (B)(C)

     13,600,000       10,336,000  

Neuberger Berman Loan Advisers CLO, Ser 2018-27A, Cl INC

    

01/15/30 (B)(C)

     12,000,000       8,880,000  

Neuberger Berman Loan Advisers CLO, Ser 2018-27A, Cl SUBN

    

0.072%, 01/15/30 (B)

     295,867       161,248  

Neuberger Berman Loan Advisers CLO, Ser 2018-29A, Cl 1ISR

    

10/19/31 (B)(C)

     92,000       84,640  

Neuberger Berman Loan Advisers CLO, Ser 2018-29A, Cl 2ISR

    

10/19/31 (B)(C)

     331,457       304,940  

Neuberger Berman Loan Advisers CLO, Ser 2018-29A, Cl INC

    

10/19/31 (B)(C)

     18,000,000       14,040,000  

Neuberger Berman Loan Advisers CLO, Ser 2018-29A, Cl SPRI

    

0.110%, 10/19/31 (B)

     800,000       768,000  

Neuberger Berman Loan Advisers CLO, Ser 2019-30A, Cl INC

    

01/20/31 (B)(C)

     4,050,000       3,370,815  

Neuberger Berman Loan Advisers CLO, Ser 2019-32A, Cl INC

    

01/19/32 (B)(C)

     18,300,000       14,603,400  

See accompanying notes, which are an integral part of the financial statements.

 

3


SEI Structured Credit Fund, L.P.

Schedule of Investments (Unaudited)

June 30, 2019

 

Description    Par Value      Fair Value  

Neuberger Berman Loan Advisers CLO, Ser 2019-32A, Cl SINC

     

0.051%, 01/19/32 (B)

   $ 1,325,406      $ 1,351,914  

NewStar Fairfield Fund CLO, Ser 2015-2A, Cl SUB

     

04/20/30 (B)(C)

             50,029,000        31,343,169  

NewStar Fairfield Fund CLO, Ser 2018-2A, Cl CN

     

5.858%, VAR ICE LIBOR USD 3 Month+3.580% 04/20/30 (B)

     4,300,000        4,062,984  

NewStar Fairfield Fund CLO, Ser 2018-2A, Cl DN

     

9.658%, VAR ICE LIBOR USD 3 Month+7.380% 04/20/30 (B)

     12,600,000        11,831,904  

OCP CLO, Ser 2017-13A, Cl SUB

     

07/15/30 (B)(C)

     11,500,000        8,242,050  

OCP CLO, Ser 2017-14A, Cl SUB

     

11/20/30 (B)(C)

     16,333,000        11,923,090  

OCP CLO, Ser 2017-6A, Cl ER

     

10.363%, VAR ICE LIBOR USD 3 Month+8.060% 10/17/30 (B)

     10,800,000        9,844,200  

OCP CLO, Ser 2019-16A, Cl SUB

     

01/20/32 (B)(C)

     9,000,000        7,182,900  

OCP CLO, Ser 2019-17A, Cl D

     

0.00%, VAR ICE LIBOR USD 3 Month+3.950% 07/20/32 (B)

     5,000,000        5,000,000  

OCP CLO, Ser 2019-17A, Cl E

     

0.00%, VAR ICE LIBOR USD 3 Month+6.660% 07/20/32 (B)

     1,500,000        1,455,000  

OCP CLO, Ser 2019-17A, Cl SUB

     

07/20/32 (B)(C)

     15,000,000        13,074,000  

Peaks CLO, Ser 2018-3A, Cl A2

     

3.976%, VAR ICE LIBOR USD 3 Month+1.700% 01/25/31 (B)

     9,500,000        9,479,100  

Shackleton CLO, Ser 2018-6RA, Cl F

     

10.673%, VAR ICE LIBOR USD 3 Month+8.370% 07/17/28 (B)

     4,510,000        4,298,932  

Shackleton CLO, Ser 2018-6RA, Cl SU

     

07/17/28 (C)

     19,200,000        14,400,000  

Shackleton CLO, Ser 2019-14A, Cl SUB

     

07/20/30 (B)(C)

     15,750,000        13,237,875  

TCW CLO, Ser 2017-1A, Cl SUB

     

07/29/29 (B)(C)

     26,999,000        18,764,305  

TCW CLO, Ser 2018-1A, Cl E

     

8.326%, VAR ICE LIBOR USD 3 Month+6.050% 04/25/31 (B)

     10,000,000        9,198,900  

TCW CLO, Ser 2018-1A, Cl SUB

     

04/25/31 (B)(C)

     29,703,000        21,403,982  

TCW CLO, Ser 2019-2A

     

(C)

     3,750,000        3,750,000  

Telos CLO, Ser 2018-5A, Cl DR

     

5.603%, VAR ICE LIBOR USD 3 Month+3.300% 04/17/28 (B)

     18,758,000        17,831,542  

Telos CLO, Ser 2018-5A, Cl ER

     

8.863%, VAR ICE LIBOR USD 3 Month+6.560% 04/17/28 (B)

     24,500,000        22,506,435  

Trinitas CLO III, Ser 2018-3A, Cl DR

     

5.103%, VAR ICE LIBOR USD 3 Month+2.800% 07/15/27 (B)

     6,625,000        6,260,625  

Trinitas CLO X, Ser 2019-10A, Cl E

     

9.203%, VAR ICE LIBOR USD 3 Month+6.900% 04/15/32 (B)

     15,000,000        14,325,000  

Venture 35 CLO, Ser 2018-35A, Cl SUB

     

10/22/31 (B)(C)

     26,039,000        19,268,860  

Venture CLO, Ser 2017-28AA, Cl SUB

     

10/20/29 (B)(C)

     25,000,000        18,750,000  

Venture XII CLO, Ser 2018-12A, Cl ERR

     

8.021%, VAR ICE LIBOR USD 3 Month+5.500% 02/28/26 (B)

     8,400,000        8,211,000  

Venture XXVIII CLO, Ser 2017-28A, Cl SUB

     

07/20/30 (B)(C)

     21,122,000        16,475,160  

Voya CLO, Ser 2015-3A, Cl ER

     

11.092%, 10/20/31

     18,400,000        16,972,160  

Voya CLO, Ser 2015-3A, Cl SUB

     

10/20/31 (C)

     56,700,000        38,136,420  

Voya CLO, Ser 2019-1A, Cl SUB

     

04/15/29 (C)

     4,300,000        4,214,000  
     

 

 

 
            1,416,238,834  
     

 

 

 

See accompanying notes, which are an integral part of the financial statements.

 

4


SEI Structured Credit Fund, L.P.

Schedule of Investments (Unaudited)

June 30, 2019

 

Description    Par Value     Fair Value  

IRELAND — 17.3%

    

Battalion CLO, Ser 2014-5A, Cl SUB)

    

04/17/26 (B)(C)

   $ 33,031,000     $ 644,105  

Battalion CLO VII, Ser 2017-8A, Cl D1R

    

9.300%, VAR ICE LIBOR USD 3 Month+7.000% 07/18/30 (B)

     23,994,000       23,574,105  

Battalion CLO VIII, Ser 2015-8A, Cl SUB

    

04/18/30 (B)(C)

     23,307,000       15,382,620  

Battalion CLO X, Ser 2016-10A, Cl SUB

    

01/24/29 (B)(C)

     25,270,000       21,984,900  

Benefit Street Partners CLO I, Ser 2012-IA, Cl SUB

    

10/15/23 (B)(C)

     8,650,000       346,000  

Benefit Street Partners CLO II, Ser 2013-IIA, Cl SUB

    

07/15/24 (B)(C)

     23,450,000       11,959,500  

Benefit Street Partners CLO X, Ser 2016-10A, Cl SUB

    

01/15/29 (B)(C)

     35,364,000       24,744,191  

Cathedral Lake CLO III, Ser 2015-3A, Cl SUB

    

01/15/26 (B)(C)

             29,485,000               22,408,600  

Cerberus Loan Funding XVIII, Ser 2017-1A, Cl E

    

9.053%, VAR ICE LIBOR USD 3 Month+6.750% 04/15/27 (B)

     18,000,000       17,290,800  

CVP Cascade CLO, Ser 2014-2A, Cl D

    

7.401%, VAR ICE LIBOR USD 3 Month+4.800% 07/18/26 (B)

     2,462,000       2,252,730  

CVP Cascade CLO, Ser 2014-2A, Cl E

    

8.401%, VAR ICE LIBOR USD 3 Month+5.800% 07/18/26 (B)

     8,000,000       6,720,000  

Golub Capital Partners CLO, Ser 2017-35A, Cl E

    

9.092%, VAR ICE LIBOR USD 3 Month+6.500% 07/20/29 (B)

     13,575,000       13,110,735  

ICE Global Credit CLO, Ser 2013-1A, Cl INC

    

04/20/24 (B)(C)

     12,500,000       125,000  

Ivy Hill Middle Market Credit Fund, Ser 2017-12A, Cl D

    

10.152%, VAR ICE LIBOR USD 3 Month+7.560% 07/20/29 (B)

     20,790,000       20,219,938  

Ivy Hill Middle Market Credit Fund XII, Ser 2017-12A, Cl SUB

    

07/20/29 (B)(C)

     4,200,000       3,599,400  

JFIN CLO, Ser 2017-1A, Cl C

    

5.083%, VAR ICE LIBOR USD 3 Month+2.800% 04/24/29 (B)

     3,265,000       3,243,614  

JFIN CLO, Ser 2017-1A, Cl D

    

5.883%, VAR ICE LIBOR USD 3 Month+3.600% 04/24/29 (B)

     5,485,000       5,348,204  

JFIN CLO, Ser 2017-1A, Cl E

    

8.633%, VAR ICE LIBOR USD 3 Month+6.350% 04/24/29 (B)

     10,500,000       9,845,640  

JFIN MM CLO, Ser 2014-1A, Cl E

    

8.778%, VAR ICE LIBOR USD 3 Month+6.500% 04/20/25 (B)

     12,500,000       12,258,625  

JFIN Revolver CLO, Ser 2017-5A, Cl B

    

5.300%, 04/20/24 (B)

     19,000,000       18,857,500  

JFIN Revolver CLO, Ser 2017-5A, Cl C

    

7.150%, 04/20/24 (B)

     14,500,000       14,336,875  

Longfellow Place CLO, Ser 2017-1A, Cl DRR

    

6.803%, VAR ICE LIBOR USD 3 Month+4.500% 04/15/29 (B)

     836,000       827,088  

Longfellow Place CLO, Ser 2017-1A, Cl ERR

    

10.003%, VAR ICE LIBOR USD 3 Month+7.700% 04/15/29 (B)

     4,000,000       3,949,200  

Longfellow Place CLO, Ser 2017-1A, Cl FRR

    

10.803%, VAR ICE LIBOR USD 3 Month+8.500% 04/15/29 (B)

     7,362,500       6,405,375  

NewStar Clarendon Fund CLO, Ser 2015-1A, Cl E

    

8.630%, VAR ICE LIBOR USD 3 Month+6.050% 01/25/27 (B)

     23,726,000       22,326,166  

OCP CLO, Ser 2012-2A, Cl SUB

    

11/22/25 (B)(C)

     18,445,000       1,090,100  

OCP CLO, Ser 2017-4A, Cl ER

    

10.133%, VAR ICE LIBOR USD 3 Month+7.850% 04/24/29 (B)

     8,250,000       7,235,250  

Shackleton CLO, Ser 2014-6A, Cl SUB

    

07/17/26 (B)(C)

     23,850,000       71,550  

TCP Waterman CLO, Ser 2016-1A, Cl B

    

5.860%, 12/15/28

     6,000,000       5,986,260  

Valhalla CLO, Ser 2004-1A, Cl EIN

    

08/01/20 (B)(C)

     6,500,000       1,300,000  

See accompanying notes, which are an integral part of the financial statements.

 

5


SEI Structured Credit Fund, L.P.

Schedule of Investments (Unaudited)

June 30, 2019

 

Description    Par Value/Shares      Fair Value  

Venture CDO, Ser 2016-25A, Cl SUB

     

04/20/29 (B)(C)

   $           11,620,000      $ 8,424,500  

Venture XXVI CLO, Ser 2017-26A, Cl SUB

     

01/20/29 (B)(C)

     10,526,000        7,420,830  

Zohar CDO, Ser 2007-3A, Cl A2

     

3.351%, VAR ICE LIBOR USD 3 Month+0.550% 04/15/19 (B)(D)

     90,000,000        18,225,000  

Zohar CDO, Ser 2007-3A, Cl A3

     

3.551%, VAR ICE LIBOR USD 3 Month+0.750% 04/15/19 (B)

     56,000,000        5,600,000  
     

 

 

 
        337,114,401  
     

 

 

 

JERSEY — 1.3%

     

Saranac CLO V, Ser 2013-1A, Cl ER

     

9.967%, VAR ICE LIBOR USD 3 Month+7.700% 07/26/29 (B)

     18,000,000        17,301,060  

Saranac CLO VII, Ser 2014-2A, Cl ER

     

9.240%, VAR ICE LIBOR USD 3 Month+6.720% 11/20/29 (B)

     7,750,000        7,060,793  
     

 

 

 
        24,361,853  
     

 

 

 

UNITED STATES — 9.3%

     

Battalion CLO XVI Warehouse Note

     
     7,500,000        7,500,000  

Benefit Street Partners Warehouse Note

     
     20,625,000        20,480,625  

Ivy Hill IV

     

07/03/21 (D)

     85,000,000        78,200,000  

NewStar Berkeley Fund CLO, Ser 2016-1A, Cl E

     

10.026%, VAR ICE LIBOR USD 3 Month+7.750% 10/25/28 (B)

     23,142,000        22,887,438  

NewStar Berkeley Fund CLO, Ser 2016-1A, Cl SUB

     

10/25/28 (B)(C)

     32,718,000        22,411,830  

NewStar Berkeley Fund CLO, Ser 2019-1A, Cl DR

     

7.026%, VAR ICE LIBOR USD 3 Month+4.750% 10/25/28 (B)

     5,269,000        5,269,000  

NewStar Exeter Fund CLO, Ser 2015-1A, Cl E

     

9.792%, VAR ICE LIBOR USD 3 Month+7.200% 01/20/27 (B)

     9,000,000        8,797,500  

OCP CLO Warehouse Note, Ser 2019-17A

     
     15,000,000        15,000,000  
     

 

 

 
        180,546,393  
     

 

 

 

Total Asset-Backed Securities (Cost $2,236,027,640)

        1,995,713,974  
     

 

 

 

CASH EQUIVALENT (E) (F) — 4.0%

     

UNITED STATES — 4.0%

     

SEI Daily Income Trust Government Fund, Cl F, 2.140%

     77,467,421        77,467,421  
     

 

 

 

Total Cash Equivalent (Cost $77,467,421)

        77,467,421  
     

 

 

 

Total Investments — 106.7%
(Cost $2,313,495,061)

      $       2,073,181,395  
     

 

 

 

Percentages based on Limited Partners’ Capital of $1,943,180,535.

Transactions with affiliated funds during the period ended June 30, 2019 are as follows:

 

    

Value of Shares Held
as of 12/31/2018

  

Purchases

at Cost

   Proceeds
from Sales
  Realized
Gain (Loss)
   Value of Shares Held
as of 6/30/2019
   Dividend
Income

 

SEI Daily Income Trust Government Fund, Cl F

  

 

$3,608,008

   $237,124,063    ($163,264,650)   $—    $77,467,421    $591,381

CDO — Collateralized Debt Obligation

Cl — Class

CLO — Collateralized Loan Obligation

ICE — Intercontinental Exchange

LIBOR — London Interbank Offered Rate

Ser — Series

VAR — Variable

See accompanying notes, which are an integral part of the financial statements.

 

6


SEI Structured Credit Fund, L.P.

Schedule of Investments (Unaudited)

June 30, 2019

 

(A)

Securities considered illiquid. The total value of such securities as of June 30, 2019 was $1,995,713,974 and represented 102.7% of Partners’ Capital.

(B)

Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended. At June 30, 2019, the market value of Rule 144A positions amounted to $1,558,602,163 or 80.2% of Limited Partners’ Capital.

(C)

Represents equity/residual tranche investments in which estimated effective yields are applied.

(D)

Security fair valued using methods determined in good faith by the Fair Value Committee of the Fund. The total value of such securities as of June 30, 2019 was $96,425,000 and represented 5.0% of Limited Partners’ Capital.

(E)

Rate shown is the 7-day effective yield as of June 30, 2019.

(F)

Investment in affiliated security.

Various inputs are used in determining the fair value of investments. For more information on valuation inputs, see Note 2 – Significant Accounting Policies in Notes to Financial Statements.

The following is a summary of the inputs used as of June 30, 2019 in valuing the Fund’s investments carried at value:

 

Investments in Securities    Level 1          Level 2          Level 3(1)      Total  

Asset-Backed Securities

   $      $      $         1,995,713,974        $1,995,713,974  

Cash Equivalent

     77,467,421                      77,467,421  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

   $         77,467,421      $                     —      $ 1,995,713,974      $         2,073,181,395  
  

 

 

    

 

 

    

 

 

    

 

 

 
(1)

Of the $1,995,713,974 in Level 3 securities as of June 30, 2019, $1,899,288,974 was valued via dealer quotes.

The following is a reconciliation of the investments in which significant unobservable inputs (Level 3) were used in determining fair value:

 

      Asset-Backed Securities   

Beginning balance as of January 1, 2019

    $ 1,862,566,437   

Accrued discounts/premiums

     65,536,207   

Realized gain/(loss)

     5,829,215   

Change in unrealized appreciation/(depreciation)

     60,405,234  

Proceeds from sales

     (248,125,436)  

Purchases

     249,502,317   
  

 

 

 

Ending balance as of June 30, 2019

    $ 1,995,713,974   
  

 

 

 

Changes in unrealized gains/(losses) included in earnings related to securities still held at reporting date

    $ 91,845,640    
  

 

 

 

For the period ended June 30, 2019, there were no transfers between Level 1, Level 2 and Level 3 assets and liabilities. Transfers, if any, are recognized at year end.

Amounts designated as “—” are $0 or have been rounded to $0.

 

See accompanying notes, which are an integral part of the financial statements.

 

7


SEI Structured Credit Fund, L.P.

Statement of Assets and Liabilities (Unaudited)

June 30, 2019

 

Assets

  

Investments in securities, at value (cost $2,236,027,640)

    $ 1,995,713,974  

Investment in affiliated security, at value (cost $77,467,421)

     77,467,421  

Cash

     15,930,825  

Interest receivable

     14,139,636  
  

 

 

 

Total assets

     2,103,251,856  
  

 

 

 

Liabilities

  

Capital withdrawals payable

     106,562,535  

Capital contributions received in advance

     15,585,000  

Payable for investment securities purchased

     36,892,490  

Administration fees payable

     342,696  

Other accrued expenses

     688,600  
  

 

 

 

Total liabilities

     160,071,321  
  

 

 

 

Limited Partners’ capital

    $ 1,943,180,535  
  

 

 

 

Limited Partners’ capital
  Represented by:

  

Paid-in-capital

    $ 2,183,494,201  

Net unrealized depreciation on investments

     (240,313,666
  

 

 

 

Limited Partners’ capital

    $                     1,943,180,535  
  

 

 

 

See accompanying notes, which are an integral part of the financial statements.

 

8


SEI Structured Credit Fund, L.P.

Statement of Operations (Unaudited)

For the six months ended June 30, 2019

 

Investment income

  

Interest income

   $ 106,149,748    

Dividend income from affiliated security

     591,381    
  

 

 

 

Total investment income

     106,741,129    

Expenses

  

Administration fee

     1,000,830    

Professional fees

     198,550    

Directors’ fees

     22,500    

Miscellaneous expenses

     146,414    
  

 

 

 

Total expenses

     1,368,294    
  

 

 

 

Net investment income

     105,372,835    
  

 

 

 

Realized and unrealized gain on investments

  

Net realized gain on investments

     5,974,537    

Net change in unrealized appreciation (depreciation) on investments

     60,337,402    
  

 

 

 

Net realized and unrealized gain on investments

     66,311,939    
  

 

 

 

Net increase in Limited Partners’ capital resulting from operations

    $           171,684,774    
  

 

 

 

See accompanying notes, which are an integral part of the financial statements.

 

9


SEI Structured Credit Fund, L.P.

Statements of Changes in Limited Partners’ Capital

 

   

    For the period    
ended

June 30, 2019
(Unaudited)

  For the year
ended
December 31, 2018
 

 

 

 

From investment activities

   

Net investment income

  $ 105,372,835     $ 188,917,077  

Net realized gain on investments

    5,974,537       31,205,773  

Net change in unrealized appreciation (depreciation) on investments

    60,337,402       (182,113,910
 

 

 

 

 

 

 

 

Net increase in Limited Partners’ capital resulting from operations

    171,684,774       38,008,940  

Partners’ capital transactions

   

Capital contributions

    65,605,889       73,430,352  

Capital withdrawals

    (136,140,772     (87,770,473
 

 

 

 

 

 

 

 

Net decrease in Limited Partners’ capital derived from capital transactions

    (70,534,883     (14,340,121

Net increase in Limited Partners’ capital

    101,149,891       23,668,819  

Limited Partners’ capital beginning of the period

    1,842,030,644       1,818,361,825  
 

 

 

 

 

 

 

 

Limited Partners’ capital end of the period

  $             1,943,180,535     $         1,842,030,644  
 

 

 

 

 

 

 

 

See accompanying notes, which are an integral part of the financial statements.

 

10


SEI Structured Credit Fund, L.P.

Statement of Cash Flows (Unaudited)

For the six months ended June 30, 2019

 

Cash flows from operating activities

  

 Net increase in Limited Partners’ capital resulting from operations

    $             171,684,774  

 Adjustments to reconcile net increase in Limited Partners’ capital resulting from operations to net cash provided by operating activities:

  

Purchases of long-term investments

     (249,502,317

Proceeds from sales of long-term investments

     251,148,325  

Accretion of discount (see Note 2)

     (65,536,207

Net purchase of short-term investments

     (73,859,413

Net realized gain on investments

     (5,974,537

Net change in unrealized (appreciation) depreciation on investments

     (60,337,402

Decrease in due from affiliate

     13,139,311  

Increase in interest receivable

     (1,675,565

Increase in payable for securities purchased

     33,854,990  

Increase in administration fees payable

     186,134  

Increase in other accrued expenses

     111,950  
  

 

 

 

Net cash provided by operating activities

     13,240,043  
  

 

 

 

Cash flows from financing activities

  

Capital contributions

     68,051,578  

Capital withdrawals

     (65,360,796
  

 

 

 

Net cash provided by financing activities

     2,690,782  
  

 

 

 

Net change in cash

     15,930,825  
  

 

 

 

Cash

  

Beginning of the period

     -      
  

 

 

 

End of the period

    $ 15,930,825  
  

 

 

 

See accompanying notes, which are an integral part of the financial statements.

 

11


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited)

June 30, 2019

1.   Organization

SEI Structured Credit Fund, L.P. (the “Fund”) is a Delaware limited partnership established on June 26, 2007 and commenced operations on August 1, 2007. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company. The Fund offers limited partnership interests (“Interests”) solely through private placement transactions to investors (“Limited Partners”) that have signed an investment management agreement with SEI Investments Management Corporation (“SIMC” or the “Adviser”), the investment adviser to the Fund. SEI Investments Company is the parent company of SIMC. As of June 30, 2019, the SEI Structured Credit Segregated Portfolio owned approximately 81.0% of the Fund, while the other Limited Partners owned approximately 19.0% of the Fund.

The Fund’s objective is to generate high total returns. There can be no assurance that the Fund will achieve its objective. The Fund pursues its investment objective by investing in a portfolio comprised of collateralized debt obligations (“CDOs”), which includes collateralized loan obligations (“CLOs”) and other structured credit investments. CDOs are special purpose investment vehicles formed to acquire and manage a pool of loans, bonds and/or other fixed income assets of various types. CDOs fund their investments by issuing several classes of debt and equity securities, the repayment of which is linked to the performance of the underlying assets, which serve as collateral for certain securities issued by the CDO. In addition to CDOs, the Fund’s investments may include fixed income securities, loan participations, credit-linked notes, medium-term notes, registered and unregistered investment companies or pooled investment vehicles, and derivative instruments, such as credit default swaps and total return swaps (collectively with CDOs, “Structured Credit Investments”).

SEI Investment Strategies, LLC (the “General Partner”), a Delaware limited liability company, serves as the General Partner to the Fund and had no investment in the Fund during the period and as of June 30, 2019. The General Partner has delegated the management and control of the business and affairs of the Fund to the Board of Directors (the “Board”). A majority of the Board is and will be persons who are not “interested persons” (as defined in the 1940 Act) with respect to the Fund.

 

12


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

2.  Significant Accounting Policies

The following is a summary of significant accounting and reporting policies followed by the Fund in preparing the financial statements:

Use of Estimates

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 (ASC 946). The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Fund’s financial statements are reasonable; however, actual results could differ from these estimates and it is possible that differences could be material.

Valuation of Investments

Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ) are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded, or, if there is no such reported sale, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used.

For securities not listed on a securities exchange, the Fund shall seek to obtain a bid price from at least one dealer who is independent of the Fund. In such cases, the independent dealer providing the price on the Structured Credit Investment may also be a “market maker”, and in many cases the only market maker, with respect to that security. As of June 30, 2019, all asset-backed securities, with the exception of two fair valued securities, are valued by an independent dealer. Please see the unobservable inputs table on page 16 of the financial statements.

A dealer’s valuation reflects its judgment of the price of an asset, assuming an arm’s length transaction at the valuation date between knowledgeable and willing market participants. It generally assumes a round lot institutional transaction, without consideration for whether the client is long or short the instrument, and without adjustment for the size of the client’s position. The valuation pertains to an assumed transaction and may not necessarily reflect actual quoted or other prices, and does not indicate that an active market exists for the financial instrument.

 

13


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

2.  Significant Accounting Policies (continued)

 

Valuation of Investments (continued)

 

A dealer’s valuation may be formulated using inputs such as a combination of observable market transactions of the exact security or a similar security and internal models. Bids-Wanted-In Competition (“BWIC”) are widely distributed auctions of securities whose results are the primary input used by dealers to establish valuations for structured credit securities. Dealers supplement BWIC results with private transactions and model-driven valuations. Model-driven valuations require assumptions regarding default, recovery, and prepayment rates that are consistent with current market conditions.

In situations where market inputs are not available or do not provide a sufficient basis under current market conditions for pricing the instrument, the valuation may reflect the dealer’s view of the assumptions that market participants would use in pricing the instrument. Since market participants may have materially different views as to future supply, demand, credit quality and other factors relevant to pricing financial instruments, as well as bid and ask prices, valuations may differ materially among dealers. The actual level at which these instruments trade (if trades occur) could be materially different from the dealer’s valuation.

Securities for which market prices are not “readily available” or may be unreliable are valued in accordance with Fair Value Procedures established by the Board. The Fund’s fair value procedures are implemented through a Fair Value Committee (the “Committee”) designated by the Board. The Committee is currently composed of two members of the Board, as well as representatives from SIMC and its affiliates. The Committee provides regular reports to the Board concerning investments for which market prices are not readily available or may be unreliable.

When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. Examples of factors the Committee may consider are: (i) the facts giving rise to the need to fair value; (ii) the last trade price; (iii) the performance of the market or issuer’s industry; (iv) the liquidity of the security; (v) the size of the holding in the Fund; or (vi) any other appropriate information. The determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. At June 30, 2019, there were two securities that were fair valued by the Committee.

 

14


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

2.  Significant Accounting Policies (continued)

 

Valuation of Investments (concluded)

 

The Board will periodically review the Fund’s valuation policies and will update them as necessary to reflect changes in the types of securities in which the Fund invests.

Fair Value of Financial Instruments

In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Fund discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).

Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions the market participants would use in pricing the asset or liability. The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date;

Level 2 – Observable market based inputs or unobservable inputs that are corroborated by market data, which includes financial instruments that are valued using models or other valuation methodologies. These models are primarily industry standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace; and

 

15


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

2.  Significant Accounting Policies (continued)

 

Fair Value of Financial Instruments (continued)

 

Level 3 – Unobservable inputs that are not corroborated by market data (supported by little or no market activity), which is comprised of financial instruments whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are generally not observable.

Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.

For the six months ended June 30, 2019, there have been no significant changes to the Fund’s fair valuation methodologies.

The following table summarizes the quantitative inputs and assumptions used for items categorized as Level 3 investments as of June 30, 2019. The disclosure below also includes quantitative information on the sensitivity of the fair value measurements to changes in the significant unobservable inputs.

 

                                                                                                                           
        Fair Value as of         Valuation        

Assets

  June 30, 2019             Technique(s)             Unobservable Input     Price Range

CLO Debt

    $ 765,102,671     Market Quotes   Broker Quote   $10 - $101

CLO Equity

    1,134,186,303     Market Quotes   Broker Quote   $0 - $1
 

 

 

       

Total

    $     1,899,288,974        
                   
    Fair Value as of     Valuation         Range (Weighted  

Assets

  June 30, 2019     Technique(s)     Unobservable Input     Average)

CLO Debt

    $ 18,225,000     Market Comparables   Yield   0

CLO Equity

    78,200,000     Market Comparables   Credit Spread   8-12%
 

 

 

       
    $ 96,425,000        

The unobservable input used to determine fair value of the Level 3 asset may have similar diverging impacts on valuation. Significant increases and decreases in this input could result in significantly higher or lower fair value measurement.

 

16


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

2.  Significant Accounting Policies (continued)

 

Income Recognition and Security Transactions

Security transactions are recorded on the trade date for financial reporting purposes. Costs used in determining net realized capital gains and losses on the sale of securities are on the basis of specific identification. Dividend income is recognized on the ex-dividend date, and interest income is recognized using the accrual basis of accounting. Amortization and accretion of debt instruments is calculated using the scientific interest method, which approximates the effective interest method over the estimated life of the security. Amortization of premiums and accretion of discounts are adjusted semi-annually or at the time of purchase for a new investment and are included in interest income on the Statement of Operations. Realized gains (losses) on paydowns on asset-backed securities are recorded as an adjustment to interest income.

The Fund’s policy for recognizing income from equity/residual tranches of CLOs investments is to recognize the excess of all cash flows over the attributable to the beneficial interest as interest income over the life of the beneficial interest using the effective yield method. The effective yield is determined based upon the original purchase price and the estimated amount and timing of principal and interest cash flows based on the best estimate of current information and events. The cost used in determining net realized capital gains and losses on the sale of CLOs investments are on the basis of first in, first out

Collateralized Debt Obligations

The Fund invests in CDOs which include CLOs, a type of asset-backed security, and other similarly structured securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative expenses. For CDOs, the cashflows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CDO trust typically has a higher rating and lower yield than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CDO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CDO securities as a class.

 

17


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

2.  Significant Accounting Policies (continued)

 

Collateralized Debt Obligations (concluded)

Legislation enacted in 2010 imposes a withholding tax of 30% on payments of U.S. source interest and dividends paid after December 31, 2013, or gross proceeds from the disposition of an instrument that produces U.S. source interest or dividends paid after June 30, 2019, to certain non-U.S. entities, including certain non-U.S. financial institutions and investment funds, unless such non-U.S. entity complies with certain reporting requirements regarding its United States account holders and its United States owners. Most CLO vehicles in which we invest will be treated as non-U.S. financial entities for this purpose, and therefore will be required to comply with these reporting requirements to avoid the 30% withholding. If a CLO vehicle in which we invest fails to properly comply with these reporting requirements, it could reduce the amounts available to distribute to equity and junior debt holders in such CLO vehicle, which could materially and adversely affect our operating results and cash flows.

Federal Taxes

The Fund intends to be treated as a partnership for federal, state, and local income tax purposes. Each Limited Partner is responsible for the tax liability or benefit relating to its distributive share of taxable income or loss. Accordingly, no provision for federal, state, or local income taxes is reflected in the accompanying financial statements.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Fund did not record any tax provisions in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 tax year ends, 2016-2018), on-going analysis of and changes to tax laws, regulations and interpretations thereof, and therefore, an estimate of potential changes to unrecognized tax benefits in the next 12 months cannot be made.

 

18


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

2.  Significant Accounting Policies (concluded)

 

Cash and Cash Equivalents

Idle cash and currency balances may be swept into various overnight sweep accounts and are classified as cash on the Statement of Assets and Liabilities. These amounts, at times, may exceed United States federally insured limits. Amounts swept are available on the next business day.

3.  Adviser, Administrator and Other Transactions

The Adviser does not charge a management fee to the Fund. Limited Partners are responsible for paying the fees of the Adviser directly under their individual investment management agreement with the Adviser. Each agreement sets forth the fees to be paid to the Adviser, which are ordinarily expressed as a percentage of the Limited Partner’s assets managed by the Adviser. This fee, which is negotiated between the Limited Partner and the Adviser, may include a performance-based fee and/or a fixed-dollar fee for certain specified services that is unrelated to the return of the Fund.

The Adviser has voluntarily agreed that certain expenses of the Fund, including custody fees and administrative fees shall not in the aggregate exceed 0.30% per annum of the Fund’s monthly average net asset value, and the Adviser or its affiliates will waive Fund fees or reimburse Fund expenses to the extent necessary so that such 0.30% limit is not exceeded. The following expenses of the Fund are specifically excluded from the expense limit: organizational expenses; extraordinary, non-recurring and certain other unusual expenses; taxes and fees; and expenses incurred indirectly by the Fund through its investments in Structured Credit Investments. The Adviser may discontinue all or part of this waiver at any time. In the current period, the Adviser did not waive any expenses.

SEI Global Services, Inc. (the “Administrator”) serves as the Fund’s administrator. The Administrator is a wholly-owned subsidiary of SEI Investments Company, which is also a parent company of the Adviser. The Administrator provides certain administrative, accounting, and transfer agency services to the Fund. The services performed by the Administrator may be completed by one or more of its affiliated companies. The Fund pays the Administrator a fee equal to 0.10% (on an annualized basis) of the Fund’s net asset value which is accrued monthly based on month-end net assets and is paid monthly, and reimburses the Administrator for certain out-of-pocket expenses.

 

19


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

3.  Adviser, Administrator and Other Transactions (concluded)

 

SEI Investments Distribution Co. (the “Placement Agent”) serves as the Fund’s placement agent pursuant to an agreement with the Fund. The Placement Agent is a wholly-owned subsidiary of SEI Investments Company, which is also a parent company of the Adviser. The Placement Agent is not compensated by the Fund for its services rendered under the agreement.

Certain officers and Directors of the Fund are also officers and/or Directors of the Adviser, the Administrator and/or the Placement Agent. The Fund pays each unaffiliated Director an annual fee for attendance at quarterly, interim, and committee meetings. The Adviser, the Administrator or an affiliate pays compensation of officers and affiliated Directors.

4.  Allocation of Profits and Losses

The Fund maintains a separate capital account for each of its Limited Partners. As of the last day of each month, the Fund shall allocate net profits or losses for that month to the capital accounts of all Limited Partners, in proportion to their respective opening capital account balances for such month (after taking into account any capital contributions deemed to be made as of the first day of such month).

5.  Limited Partners’ Capital

The Fund, in the discretion of the Board, may sell interests to new Limited Partners and may allow existing Limited Partners to purchase additional Interests in the Fund on such days as are determined by the Board in its sole discretion. It is the Fund’s intention to allow limited purchases of Interests only during designated subscription periods as may be established by the Board or its designees (currently, the Adviser) and communicated to Limited Partners. The Board or its designee will determine the amount of Interests offered to Limited Partners during a subscription period at its discretion. During the established subscription periods, Interests may be purchased on a business day, or at such other times as the Board may determine, at the offering price (which is net asset value). The Fund may discontinue its offering at any time.

The Fund is a closed-end investment company, and therefore no Limited Partner will have the right to require the Fund to redeem its interests (“Interests”). The Fund from time to time may offer to repurchase outstanding Interests pursuant to written tenders by Limited Partners. Repurchase offers will be made at such times and on such terms as may be determined by the Board in its sole discretion. In determining whether the Fund should

 

20


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

5.  Limited Partners’ Capital (concluded)

 

repurchase Interests from Limited Partners pursuant to written tenders, the Board will consider the recommendations of the Adviser.

The Adviser expects that it will recommend to the Board that the Fund offer to repurchase Interests four times each year, as of the last business day of March, June, September, and December. However, Limited Partners will not be permitted to tender for repurchase Interests that were acquired less than two years prior to the effective date of the proposed repurchase.

Even after the initial two year period, it is possible that there will be extended periods during which illiquidity in the underlying investments held by the Fund or other factors will cause the Board to elect not to conduct repurchase offers. Such periods may coincide with periods of negative performance. In addition, even in the event of a repurchase offer, it is possible that there will be an oversubscription to the repurchase offer, in which case a Limited Partner may not be able to redeem the full amount that the Limited Partner wishes to redeem.

During the six months ended June 30, 2019, the Fund made offers to repurchase Interests resulting in capital withdrawals of $136,140,772 and capital contributions of $65,605,889 in aggregate.

6.  Investment Transactions

The cost of security purchases and proceeds from the sale and maturity of securities, other than temporary cash investments, during the six months ended June 30, 2019 were $249,502,317 and $251,148,325, respectively.

As of June 30, 2019, the cost of investments for tax purposes is $2,313,495,061. Net unrealized depreciation on investments for tax purposes was $240,313,666 consisting of $36,571,324 of gross unrealized appreciation and $276,884,990 of gross unrealized depreciation.

7.  Concentrations of Risk

In the normal course of business, the Fund trades financial instruments involving market risk and counterparty credit risk.

 

21


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

7.   Concentrations of Risk (continued)

 

(a)  Market risk

Market risk encompasses the potential for both losses and gains and includes price risk, interest rate risk, prepayment risk and collateral performance risk. The Fund’s market risk management strategy is driven by the Fund’s investment objective. The Adviser oversees each of the risks in accordance with policies and procedures.

(i)   Price risk

Price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer or any factor affecting financial instruments traded in the market. As all of the Fund’s Structured Credit Investments are carried at fair value with fair value changes recognized in the Statement of Operations, all changes in market conditions directly affect net assets.

(ii)   Interest rate risk

The fair value of the Fund’s investments will change in response to interest rate changes and other factors. During periods of falling interest rates, the values of fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Changes by recognized rating agencies in the ratings of any fixed income security and in the ability of an issuer to make payments of interest and principal may also affect the value of these investments.

(iii)  Prepayment risk

Prepayment risk is the risk associated with the early unscheduled return of principal on a fixed-income security. Some fixed-income securities, such as CDOs, have embedded call options which may be exercised by the issuer, or in the case of a CDO, the borrower. The yield-to-maturity of such securities cannot be known for certain at the time of purchase since the cash flows are not known. When principal is returned early, future interest payments will not be paid on that part of the principal. If the security was purchased at a premium (a price greater than 100) the security’s yield will be less than what was estimated at the time of purchase.

 

22


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

7.   Concentrations of Risk (continued)

 

(a) Market risk (continued)

 

(iv)  Collateral performance risk

Collateral performance risk is the risk that defaults or underperformance of the CDO’s underlying collateral negatively impacts scheduled payments to a tranche based on relative seniority in the overall capital structure of each deal.

(v)  Liquidity risk

The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which the Fund invests. Normally, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by the Fund as illiquid securities; however, an active dealer market may exist for CDOs, allowing a CDO to qualify for Rule 144A transactions.

In addition to the normal risks associated with fixed income securities (e.g., interest rate risk, reinvestment risk, prepayment risk and default risk), CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the Fund may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

(vi)  Leverage risk

CLO vehicles are typically very highly levered (10 – 14 times), and therefore the junior debt and equity tranches that the Fund invests in are subject to a higher degree of risk of total loss. In particular, investors in CLO vehicles indirectly bear risks of the underlying debt investments held by such CLO vehicles. The Fund generally has the right to receive payments only from the CLO vehicles, and generally does not have direct rights against the underlying borrowers or the entity that sponsored the CLO vehicle. While the CLO vehicles the Fund targets generally enable the investor to acquire interests in a pool of senior loans without the expenses associated with directly holding the same investments, the Fund generally pays a proportionate share of the CLO vehicles’ administrative and other expenses. Although it is difficult to predict whether the prices of indices and securities underlying CLO vehicles will rise or fall, these prices (and, therefore, the prices

 

23


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

7.  Concentrations of Risk (concluded)

 

(a) Market risk (concluded)

 

(vi) Leverage risk (concluded)

 

of the CLO vehicles) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO vehicle in which we invest to satisfy financial covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the event that a CLO vehicle fails certain tests, holders of debt senior to us may be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to receive. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO vehicle or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.

(b) Counterparty credit risk

Counterparty credit risk is the risk a counterparty to a financial instrument could fail on a commitment that it has entered into with the Fund. The Fund minimizes counterparty credit risk by undertaking transactions with large well-capitalized counterparties or brokers and by monitoring the creditworthiness of these counterparties.

(c) Credit risk

When the Fund invests in structured credit investments, the Fund does not have custody of the assets of the structured credit investment or control over the investment. In certain structured credit investments, the Fund may have limited access to or information regarding the assets of or collateral underlying the structured credit investment. Furthermore, the Fund may not be able to confirm independently the accuracy of the information provided by the managers of structured credit investments. As such, there may be uncertainty with respect to the information available to the Fund for purposes of analyzing the reasonableness of an independent price obtained for a structured credit investment or to fair value a structured credit investment. Ultimately, the uncertainty of the reliability of (or limited access to) information received in respect of a structured credit investment may impair the Fund’s ability to value its investment. As a result, the amount realized by the Fund upon disposition of the structured credit investment could be materially different from that which is reported as the carrying value of the investment at any point in time.

 

24


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (continued)

June 30, 2019

 

8.   Indemnifications

The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, since inception the Fund has not had claims or losses pursuant to these contracts and expects the risk of loss to be remote.

9.   Financial Highlights

The following represents the ratios to average net assets and other supplemental information for the following periods:

 

    For the six month
period ended
June 30, 2019
(Unaudited)
    For the year
ended
2018
    For the year
ended
2017
    For the year
ended
2016
    For the year
ended
2015
    For the year
ended
2014
 

Total return (1)

    9.19%       1.97%       12.33%       25.80%       -6.95%       5.06%  

Limited Partners’ capital, end of year (000’s)

    $1,943,181       $1,842,031       $1,818,362       $1,679,402       $1,298,480       $1,387,197  

Ratio to average partners’ capital

           

Net investment income ratio

           

Net investment income

    10.75% (2)       9.78%       7.87%       10.04%       9.00%       7.63%  

Expense ratio

           

Operating expenses

    0.14% (2)       0.15%       0.20%       0.15%       0.12%       0.12%  

Portfolio turnover rate

    12.77% (3)       51.79%       54.67%       56.05%       35.45%       53.74%  

 

Ratios to average partners’ capital are calculated based on the outstanding Limited Partners’ capital during the period.

(1)

Total return, which reflects the month-to-month change in Limited Partners’ capital, is calculated using returns that have been geometrically linked based on capital contributions and withdrawals.

(2)

Annualized.

(3)

Not Annualized.

10.   New Accounting Pronouncement

In March 2017, the FASB issued an ASU, ASU 2017-08, which provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. The ASU is effective for annual periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. At this time, management is evaluating the implications of these changes on financial statements.

 

25


SEI Structured Credit Fund, L.P.

Notes to Financial Statements (Unaudited) (concluded)

June 30, 2019

 

10.   New Accounting Pronouncement (concluded)

 

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions and modifications to disclosures requirements for fair value measurements. For public entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. At this time, management is currently evaluating the impact of this new guidance on the financial statements and disclosures.

11.   Subsequent Events

Management on behalf of the Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no disclosures and/or adjustments were required to the financial statements.

 

26


Item 2.

Code of Ethics.

Not applicable for semi-annual report.

 

Item 3.

Audit Committee Financial Expert.

Not applicable for semi-annual report.

 

Item 4.

Principal Accountant Fees and Services.

Not applicable for semi-annual report.

 

Item 5.

Audit Committee of Listed Registrants.

Not applicable.

 

Item 6.

Schedule of Investments.

Included in Item 1.

 

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semi-annual report.

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies

Not applicable for semi-annual report.

 

Item 9.

Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

None.

 

Item 10.

Submission of Matters to a Vote of Security Holders.

None.

 

Item 11.

Controls and Procedures.

(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 as of a date within 90 days of the filing date of this report.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.


Items 12.

Exhibits.

(a)(1) Not applicable for semi-annual report.

(a)(2) A separate certification for the principal executive officer and the principal financial officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act, as amended (17 CFR 270.30a-2(a)), are filed herewith.

(b) Officer certifications as required by Rule 30a-2(b) under the 1940 Act, as amended (17 CFR 270.30a-2(b)) also accompany this filing as an Exhibit.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)       SEI Structured Credit Fund, L.P.
By (Signature and Title)       /s/ Robert A. Nesher                                     
      Robert A. Nesher, President
Date: September 6, 2019      

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)       /s/ Robert A. Nesher                                          
      Robert A. Nesher, President
Date: September 6, 2019      
By (Signature and Title)       /s/ James J. Hoffmayer                                        
      James J. Hoffmayer, Treasurer        
Date: September 6, 2019