N-CSR 1 fsci-ncsr_103121.htm CERTIFIED ANNUAL SHAREHOLDER REPORT fsci-ncsr_103121

 

 

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: 811-23221

 

 

FS Credit Income Fund
(Exact name of registrant as specified in charter)

 

 

201 Rouse Boulevard
Philadelphia, Pennsylvania
(Address of principal executive offices)

19112
(Zip code)

 

 

Michael C. Forman

FS Credit Income Fund

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (215) 495-1150

Date of fiscal year end: October 31

Date of reporting period: October 31, 2021

 

Item 1.Reports to Shareholders.

(a)The annual report (the “Annual Report”) of FS Credit Income Fund (the “Fund”) for the fiscal year ended October 31, 2021 transmitted to shareholders pursuant to Rule 30e-1 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), is as follows:

FS Credit Income Fund

Annual report

2021

Portfolio composition (by fair value)*

Senior Secured Loans—First Lien 

12%

Senior Secured Loans—Second Lien 

1%

Senior Secured Bonds 

14%

Unsecured Bonds 

35%

CLO/Structured Credit 

28%

Convertible Bonds 

3%

Municipal Bonds 

1%

Emerging Markets Debt 

4%

Preferred Equity 

1%

Common Equity 

1%

 

100%

Industry classification (by fair value)*

USD CLO 

20%

Oil & Gas 

10%

Telecommunications 

7%

Media Entertainment 

6%

EUR CLO 

5%

Healthcare-Services 

4%

Leisure Time 

3%

Retail 

3%

Pharmaceuticals 

3%

Diversified Financial Services 

3%

Electric 

2%

Real Estate Investment Trusts 

2%

Food 

2%

Entertainment 

2%

Chemicals 

2%

Municipal 

2%

Other 

24%

100%

FS Credit Income Fund portfolio highlights

 

The following tables summarize the portfolio composition, industry classification and top 10 holdings of our investment portfolio as of October 31, 2021 (unaudited):

Top 10 Holdings (by fair value)*

1

Petroleos Mexicanos

2%

2

Weatherford International Ltd.

2%

3

Puerto Rico Electric Power Authority

1%

4

Madison Park Funding Ltd.

1%

5

Occidental Petroleum Corp.

1%

6

Liberty Latin America Ltd.

1%

7

Frontier North, Inc

1%

8

Shelf Drilling Holdings Ltd.

1%

9

Thryv Inc

1%

10

Ares CLO

1%

  

*Derivatives are not included in this table. Holdings subject to change.

FS Credit Income Fund Officers + Trustees

 

Officers

Michael Forman

Chairman, Chief Executive Officer and President

Edward T. Gallivan, Jr.

Chief Financial Officer and Treasurer

Stephen S. Sypherd

General Counsel and Secretary

James F. Volk

Chief Compliance Officer


Board of Trustees

Michael Forman

Chairman

Chairman and Chief Executive Officer
FS Investments

Steven T. Shapiro

Trustee

Partner and Executive Committee Member
GoldenTree Asset Management

Holly E. Flanagan

Trustee

Managing Director
Gabriel Investments

Brian R. Ford

Trustee

Retired Partner
Ernst & Young LLP

Daniel J. Hilferty, III

Trustee

Chairman
Dune View Strategies

Tyson A. Pratcher

Trustee

Managing Director
RockCreek Group


1

Dear Shareholder,

We hope that this letter finds you and your families safe and healthy as we close out what has been a welcome year of recovery within the markets and U.S. economy.

While the broader financial markets faced bouts of volatility amid the recovery’s fits and starts, the leveraged credit markets, in many ways, enjoyed a return to normalcy. High yield bond and senior secured loan spreads tightened while prices continued their gradual rise, eventually testing or breaking through pre-pandemic levels. Amid a generally benign credit environment, FS Credit Income Fund (the “Fund”) returned 16.16% (Class I shares), outperforming the liquid high yield and liquid loan indexes by 546 basis points (bps) and 766 bps, respectively, as of the fiscal year ended October 31, 2021.1 Each of the Fund’s strategy allocations contributed to returns during the year across event-driven, structured credit, non-U.S. and non-rated credit. We attribute this performance to our focus on semi-liquid, private credit assets generally outside of traditional benchmarks and the expertise of the Fund’s sub-adviser, GoldenTree Asset Management (“GoldenTree”), an institutional credit manager with two decades’ experience managing through multiple credit cycles.

Economic and market overview

U.S. economic growth accelerated during the year as the economy increasingly reopened from its COVID-induced shutdown of 2020. Powered by massive fiscal and monetary stimulus measures enacted in 2020, annual GDP growth reached as high as 6.7% during the second calendar quarter of 2021. Economic growth moderated somewhat later in the year as concerns surrounding the spread of the Delta variant, renewed inflationary pressures, and a more hawkish tone from Federal Reserve policymakers combined to raise questions about the durability of the economic recovery. The 10-year U.S. Treasury yield rose from 0.84% at the start of the Fund’s fiscal year on November 1, 2020 to a high of 1.74% on March 31, 2021. Yields generally remained range bound between 1.3% and 1.6% through the end of the fiscal year on October 31, 2021. Against this backdrop, we believe investors’ appetite for yield remained strong in a still-low interest rate environment.

The Bloomberg Barclays U.S. Aggregate Bond Index returned -0.48% for the year ended October 31, 2021, as core fixed income investments bore the brunt of the rise in Treasury yields off their historical lows.1 High-yield bonds and senior secured loans returned 10.7% and 8.5%, respectively, over the same timeframe as high yield credit markets benefited from solid economic growth, a supportive fundamental backdrop and their shorter-duration profiles amid the higher interest rate environment.1 Returns across both markets were predominately income driven as spreads across both markets had already tightened significantly prior to the start of the annual period.

Lower-rated assets dominated returns during the year as CCC-rated bonds and loans returned 23.3% and 21.8%, respectively, compared to 9.0% and 5.5% for BB-rated investments.1, 2 Market leadership shifted slightly later in the year, however, as both economic and market sentiment turned more cautious.

Within the collateralized loan obligation (CLO) market, returns generally followed similar trends. CLOs generated steady, positive performance, as ongoing demand for floating rate assets supported the asset class. However, strong new issue supply, including reset and refinancing activity, kept CLO debt spreads from tightening to the same degree as other similarly rated corporate and structured products investments throughout much of the year. As with high-yield bond and senior secured loan markets, lower-rated CLOs outperformed their higher-rated peers, as BB CLOs returned 10.8% compared to 1.3% for AAA-rated CLOs.1

Management’s Discussion of
Fund Performance (Unaudited)

 

  

1Liquid high yield bonds represented by the ICE BofAML U.S. High Yield Index, which is designed to track the performance of U.S. dollar-denominated below investment grade corporate debt publicly issued in the U.S. domestic market. Liquid loans represented by the S&P/LSTA Leveraged Loan Index, which is a market value-weighted index designed to measure the performance of the U.S. leveraged loan market. CLO returns represented by the JPM CLOIE Index.

2Credit ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). All Fund securities except for those labeled “Not Rated” and “Other” have been rated by Moody’s, S&P or Fitch, which are each a Nationally Recognized Statistical Rating Organization (“NRSRO”). All Index securities except for those labeled “Not Rated” have been rated by Moody’s or S&P. Credit ratings are subject to change. One cannot invest directly into an index.

2

FS Credit Income Fund performance

We continued to execute on our investment objective of providing attractive total returns by dynamically investing across a range of semi-liquid, private credit assets including event-driven, structured credit, non-U.S., and non-rated credit.

The Fund returned 16.16% (Class I shares) for the fiscal year ended October 31, 2021, outperforming the major liquid high-yield and bank loan indexes. The benefits of the Fund’s active, flexible alternative credit strategy were especially apparent during a year in which the returns of liquid credit benchmarks were almost entirely driven by income. Since inception, the Fund has generated capital appreciation in excess of its annualized distribution amount. Since inception through October 31, 2021, the Fund returned 7.74% (Class I shares) annually, outperforming the high-yield and loan indexes by 220 bps and 342 bps.1

Fund performance benefited from our focus on several themes during the year, including:

Identifying event-driven investment ideas: Given the broad strength in the credit markets, including low levels of distress and stressed assets across both high-yield bond and senior secured loan markets, we focused primarily on event-driven opportunities where we believed an asset was mispriced or undervalued. Our investment thesis for such investments is predicated on opportunities where GoldenTree believes it has identified a fundamental catalyst or event to unlock capital appreciation above an investment’s current yield. These opportunities included rising stars (companies that have the potential for improving credit ratings), refinancing candidates or merger and acquisition (M&A) activity that may result in a bond’s price rising.

Investing in collateralized loan obligations (CLOs) for yield and return premium: We favored structured credit assets, including CLOs, while modestly reducing the Fund’s exposure to corporate debt positions, particularly during the first half of the year. We believe CLOs offered a potentially attractive yield and return premium compared to the liquid credit markets. Especially in today’s rising interest rate environment, we believe floating-rate CLO debt may offer an attractive way to gain corporate credit exposure.

Opportunistically investing in non-U.S. and non-rated assets: We selectively allocated to non-U.S. corporate and international sovereign debt, including emerging market debt where opportunities arose that allowed us to seek to take advantage of the uneven global recovery. Non-rated investments include idiosyncratic stressed or distressed assets or companies undergoing restructurings.

Emphasizing floating rate and lower-duration assets: We maintained a high allocation to floating rate assets throughout the year while also increasing the Fund’s allocation to high yield bonds, which have historically responded more to improving economic and credit fundamentals than to changes in long term Treasury rates. With this in mind, we believe the Fund is well positioned should interest rates continue to rise.

The Fund’s interval fund structure further supported performance during the fiscal year ended October 31, 2021. The interval fund structure provides us with the ability to hold significant semi-liquid and illiquid assets, such as CLOs and off-benchmark bonds and loans, which often offer a yield premium over the more liquid credit markets. In addition, the interval fund structure allows us to take a long-term investment outlook (12+ months) and hold our investments until the occurrence of a catalyst, such as M&A activity, a debt paydown, or an earnings announcement, which we believe may help generate capital appreciation in excess of an investment’s current yield.

Though there were few material detractors during the year, the largest detractor from performance was the Fund’s investment in a European media company that experienced weaker than expected operating performance as well as changes in management during the year.

We remain vigilant in monitoring the portfolio and identifying new opportunities that may help us continue to deliver the attractive level of current income and strong total returns that our investors have come to expect. We appreciate your trust in us, and we value the opportunity to serve you.

Management’s Discussion of
Fund Performance (Unaudited) (continued)

 

3

Glossary of terms

Event driven refers to investments in performing companies where we believe the security is undervalued/mispriced in the market and GoldenTree has identified a catalyst to unlock capital appreciation.

Structured credit includes U.S. and European CLOs, bank trust preferred securities, and other asset-backed securities.

Non-U.S. refers to investments in non-U.S. domiciled corporate and international sovereign debt, including emerging market debt.

Non-rated investments do not carry a credit rating and may include stressed and distressed assets or companies undergoing restructurings.

Bloomberg Barclays U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, mortgage-backed securities (MBS) (agency fixed-rate and hybrid adjustable-rate mortgage loans (ARM) pass-throughs), asset-backed securities (ABS) and commercial mortgage-backed securities (CMBS) (agency and non-agency).

ICE BofAML U.S. High Yield Index is designed to track the performance of U.S. dollar-denominated below investment grade corporate debt publicly issued in the U.S. domestic market.

S&P/LSTA Leveraged Loan Index is a market value-weighted index designed to measure the performance of the U.S. leveraged loan market.

J.P. Morgan Collateralized Loan Obligation Index (CLOIE) tracks the U.S. dollar-denominated floating-rate collateralized loan obligation market. The JPM CLOIE A Index tracks the performance of A-rated CLOs.

The indexes referenced herein are the exclusive property of each respective index provider and have been licensed for use by FS Investments. The index providers do not guarantee the accuracy and/or completeness of the indexes and accept no liability in connection with the use, accuracy or completeness of the data included therein. Inclusion of the indexes in these materials does not imply that the index providers endorse or express any opinion in respect of FS Investments. Visit www.fsinvestments.com/support/articles/index-disclaimers for more information.

Past performance does not guarantee future results. Investors can not invest directly in an index. Not all investors are eligible for Class I Shares. The performance of the other classes will be less than the performance shown in the graph above due to different sales loads and expenses applicable to such class.

Blended Index consists of the following weights–40% S&P/LSTA Leveraged Loan Index, 40% ICE BofAML US HY Index and 20% JPM CLOIE A Index.

Management’s Discussion of
Fund Performance (Unaudited) (continued)

 

4

Cumulative Total Return

 

For the Year Ended October 31, 2021

 

Since
Inception

 

Inception
Date

FCRIX (Class I)

16.16%

7.74%

November 1, 2017

FCREX (Class A) with Full Sales Load

9.14%

5.51%

June 1, 2018

FCRTX (Class T) with Full Sales Load

11.51%

5.69%

August 14, 2018

FCRUX (Class U)

15.31%

7.39%

September 17, 2019

FCUUX (Class U-2) with Full Sales Load

5.18%

December 18, 2020

Performance quoted represents past performance, which may be higher or lower than current performance. Past performance is not indicative of future results. Investment returns and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original costs. Returns reflect the reinvestment of distributions made by the Fund, if any. The returns shown do not reflect taxes that an investor would pay on Fund distributions or on the sale of Fund shares. To obtain the most recent month-end performance, visit www.fsinvestments.com.

For the fiscal year ended October 31, 2021, the quarterly distribution rate per share for Class I Shares was $0.1875, representing a distribution rate of 5.56% based on the Class I Shares net asset value per share of $13.50. During the year ended October 31, 2021, the entire $0.75 distribution per share for Class I Shares was made from ordinary income. None of the distribution was a return of capital. The quarterly distribution of $0.1875 for Class I Shares is expected to continue for the year ending October 31, 2022. The distribution rate per share and net asset value per share for Class A Shares, Class T Shares, Class U Shares and Class U-2 Shares are adjusted for the applicable share class expenses. 

The Fund has entered into an amended and restated expense limitation agreement (the “Expense Limitation Agreement”) under which FS Credit Income Advisor has agreed to pay or waive, on a quarterly basis, the “ordinary operating expenses” ​(as defined below) of the Fund to the extent that such expenses exceed 0.25% per annum of the Fund’s average daily net assets attributable to the applicable class of Shares (the “Expense Limitation”). The Expense Limitation may be adjusted for other classes of Shares to account for class-specific expenses. Ordinary operating expenses for a class of Shares consist of all ordinary expenses of the Fund attributable to such class, including administration fees, transfer agent fees, fees paid to the Fund’s trustees, legal expenses relating to the Fund’s registration statements (and any amendments or supplements thereto) and other filings with the SEC, administrative services expenses, and related costs associated with legal, regulatory compliance and investor relations, but excluding the following: (a) investment advisory fees, (b) portfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, commitment fees on leverage facilities, prime broker fees and expenses, and dividend expenses related to short sales), (c) interest expense and other financing costs, (d) taxes, (e) distribution or shareholder servicing fees and (f) extraordinary expenses. The performance quoted above reflects the Expense Limitation in effect and would have been lower in its absence.

For the Fund’s current expense ratios, please refer to the Financial Highlights section of this report.

Management’s Discussion of
Fund Performance (Unaudited) (continued)

 

5

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of FS Credit Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of FS Credit Income Fund (the “Fund”), including the schedule of investments, as of October 31, 2021, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at October 31, 2021, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the four years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2021, by correspondence with the custodians and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as auditor of one or more FS Investments investment companies since 2013.

Philadelphia, Pennsylvania
December
23, 2021

See notes to financial statements.

6

FS Credit Income Fund

Schedule of Investments

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Senior Secured Loans—First Lien—13.5%

ACProducts, Inc., L+425, 0.5% Floor, 5/17/28

(d)

Building Materials

$788

$780

$787

Advantage Sales & Marketing, Inc., L+450, 0.8% Floor, 10/28/27

(d)

Advertising

850

833

856

Advisor Group, Inc., L+450, 7/31/26

(d)

Diversified Financial Services

90

87

90

AHP Health Partners, Inc., L+350, 0.5% Floor, 8/4/28

(d)

Healthcare-Services

1,305

1,298

1,310

American Tire Distributors Holdings, Inc., L+625, 0.8% Floor, 10/8/28

(d) (e)

Distribution/Wholesale

1,060

1,047

1,067

AP Core Holdings, II LLC, L+550, 0.8% Floor, 9/1/27

(d) (e)

Media Entertainment

1,855

1,838

1,862

Apergy Corp., L+500, 1.0% Floor, 6/3/27

(d)

Oil & Gas Services

3,127

2,982

3,181

Astra Acquisition Corp., L+525, 0.5% Floor, 10/25/28

(d) (e)

Diversified Financial Services

835

806

815

Athenahealth, Inc., L+425, 2/11/26

(d)

Software

1,771

1,771

1,779

Atlas Purchaser, Inc., L+525, 0.8% Floor, 5/8/28

(d)

Software

843

831

834

Chinos Intermediate Holdings A, Inc., 9.0% PIK, 9/10/27

(d) (e)

Specialty Apparel Stores

2,014

2,147

2,205

Colorado Buyer, Inc., L+300, 1.0% Floor, 5/1/24

(d)

Telecommunications

1,282

1,257

1,277

Digicel International Finance Limited, L+325, 5/28/24

(d)

Telecommunications

1,050

938

1,028

East Valley Tourist Development Authority, L+800, 1.0% Floor, 3/7/22

(d)

Entertainment

1,420

1,418

1,406

Endure Digital Inc., L+325, 2/10/26

(d) (e)

Internet

1,060

927

959

Europcar Mobility Group, 3 mo. E+450, 6/9/23

(d) (e)

Commercial Services

735

864

846

Fintrax Group Holdings Ltd., 3 mo. E+525, 12/18/26

(d)

Software

80

96

92

Fintrax Group Holdings Ltd., 3 mo. E+525, 12/18/26

(d)

Software

122

147

142

Fintrax Group Holdings Ltd., 3 mo. E+525, 12/18/26

(d)

Software

11

13

12

Franklin UK Bidco Limited, 3 mo. E+525, 12/18/26

(d) (e)

Software

317

381

367

Gordian Medical, Inc., L+625, 0.8% Floor, 1/31/27

(d)

Healthcare-Services

$830

815

831

Jack Ohio Finance LLC, L+475, 0.8% Floor, 10/4/28

(d) (e)

Lodging

1,305

1,302

1,308

Kiwi Holding IV S.a r.l., 3 mo. E+325, 7/29/24

(d)

Commercial Services

870

995

999

LBM Acquisition, LLC, L+375, 0.8% Floor, 12/17/27

(d)

Building Materials

$697

690

689

Lightstone Holdco, LLC, L+375, 1.0% Floor, 1/30/24

(d)

Electric

2,125

1,843

1,885

Lightstone Holdco, LLC, L+375, 1.0% Floor, 1/30/24

(d)

Electric

120

103

106

LogMeIn, Inc., L+475, 8/31/27

(d)

Telecommunications

332

324

332

LSF11 Skyscraper Holdco S.a r.l., 3.5% PIK, 9/29/28

(d)

Chemicals

409

458

475

Magenta Buyer LLC, L+500, 0.8% Floor, 7/27/28

(d)

Computers

$475

473

472

Mattress Firm, Inc., L+425, 0.8% Floor, 9/25/28

(d) (e)

Home Furnishings

1,862

1,843

1,856

Mercury Financial Credit Card Master Trust, L+650, 9/30/23

(d) (f)

Diversified Financial Services

3,349

3,349

3,349

Mercury Financial Credit Card Master Trust, L+650, 9/30/23

(d)

Diversified Financial Services

735

735

735

NCL Corp. Ltd., L+175, 1/2/24

(d)

Leisure Time

919

872

889

NCL Corp. Ltd., L+200, 1/2/24

(d)

Leisure Time

833

791

805

NCL Corp. Ltd., L+250, 1/2/24

(d)

Leisure Time

81

77

78

NCL Corp. Ltd., L+200, 1/2/24

(d) (e)

Leisure Time

1,869

1,698

1,776

Neenah Foundry Co., L+750, 1.0% Floor, 4/25/23

(d) (e)

Metal Fabricate/Hardware

2,825

2,797

2,830

Northwest Fiber, LLC, L+375, 4/30/27

(d)

Internet

863

868

860

Optiv Security, Inc., L+325, 1.0% Floor, 2/1/24

(d)

Software

509

479

505

Quorum Health Corp., L+700, 1.0% Floor, 4/29/25

(d)

Healthcare-Services

1,059

1,049

1,066

Riverbed Technology, Inc., L+600, 1.0% Floor, 12/31/25

(d)

Software

643

620

590

See notes to financial statements.

7

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Royal Caribbean Cruises Ltd., L+135, 4/5/22

(d)

Leisure Time

$415

$391

$406

Royal Caribbean Cruises Ltd., L+130, 4/5/24

(d) (e)

Leisure Time

4,475

4,059

4,136

Springs Windows Fashions, LLC, L+400, 0.8% Floor, 10/6/28

(d)

Housewares

950

940

944

Talen Energy Supply, LLC, L+375, 7/8/26

(d)

Electric

300

271

286

Thryv, Inc., L+850, 1.0% Floor, 3/1/26

(d)

Media Entertainment

5,155

5,001

5,247

TopGolf International, Inc., L+625, 0.8% Floor, 2/8/26

(d)

Leisure Time

1,834

1,833

1,873

Torrid LLC, L+550, 0.8% Floor, 6/14/28

(d)

Retail

2,485

2,465

2,500

US Radiology Specialists, Inc., L+550, 0.8% Floor, 12/10/27

(d)

Healthcare-Services

710

697

713

UTEX Industries Inc., 5.8% PIK, 12/3/25

(d)

Miscellaneous Manufacturing

48

291

47

UTEX Industries Inc., L+700, 1.5% Floor, 12/3/24

(d)

Miscellaneous Manufacturing

84

84

85

Verscend Holding Corp., L+400, 8/27/25

(d)

Software

682

682

684

W.R. Grace Holdings LLC, L+375, 0.5% Floor, 9/22/28

(d)

Chemicals

925

923

929

Washington Prime Group, L.P., L+500, 0.8% Floor, 10/20/25

(d) (e)

Real Estate Investment Trusts

2,531

2,575

2,570

Total Senior Secured Loans—First Lien

62,854

63,771

Unfunded Loan Commitments

(3,349

)

(3,349

)

Net Senior Secured Loans—First Lien

59,505

60,422

Senior Secured Loans—Second Lien—1.2%

Magenta Buyer LLC, L+825, 0.8% Floor, 7/27/29

(d)

Computers

1,110

1,099

1,104

NeuStar, Inc., L+800, 1.0% Floor, 8/8/25

(d)

Computers

334

317

334

Optiv Security, Inc., L+725, 1.0% Floor, 2/1/25

(d) (e)

Computers

400

391

400

Verscend Holding Corp., L+700, 0.5% Floor, 4/2/29

(d)

Software

1,030

1,011

1,040

Vine Oil & Gas LP, L+875, 0.8% Floor, 12/30/25

(d)

Oil & Gas

990

966

1,074

Vision Solutions, Inc., L+725, 0.8% Floor, 4/23/29

(d)

Computers

1,550

1,536

1,553

Total Senior Secured Loans—Second Lien

5,320

5,505

Senior Secured Bonds—15.6%

Abercrombie & Fitch Management Co., 8.8%, 7/15/25

(g) (h)

Retail

1,512

1,625

1,627

Academy Ltd., 6.0%, 11/15/27

(g) (h)

Retail

736

736

785

Advantage Sales & Marketing, Inc., 6.5%, 11/15/28

(g) (h)

Advertising

2,952

3,035

3,074

AG Issuer LLC, 6.3%, 3/1/28

(g) (h)

Diversified Financial Services

884

896

923

Altice France SA, 5.1%, 7/15/29

(g) (h)

Telecommunications

253

253

247

Altice France SA, 5.5%, 1/15/28

(g) (h)

Telecommunications

200

200

201

Altice France SA, 5.1%, 1/15/29

(g) (h)

Telecommunications

512

518

497

American Airlines Inc./AAdvantage Loyalty IP Ltd., 5.8%, 4/20/29

(g) (h)

Airlines

1,253

1,338

1,350

Arconic Corp., 6.1%, 2/15/28

(g) (h)

Mining

2,114

2,255

2,230

Avaya, Inc., 6.1%, 9/15/28

(g) (h)

Telecommunications

1,181

1,266

1,230

Calpine Corp., 5.3%, 6/1/26

(g) (h)

Electric

176

180

181

Colt Merger Sub, Inc., 6.3%, 7/1/25

(g) (h)

Entertainment

631

631

665

Connect Finco SARL / Connect US Finco LLC, 6.8%, 10/1/26

(g) (h)

Telecommunications

1,124

1,164

1,168

Coronado Finance Pty Ltd., 10.8%, 5/15/26

(g) (h)

Coal

603

602

657

Coty, Inc., 5.0%, 4/15/26

(g) (h)

Cosmetics/Personal Care

1,093

1,097

1,122

Digicel Group 0.5 Ltd., PIK, 10.0%, 4/1/24 (8.0% Cash + 2.0% PIK)

(h)

Telecommunications

3,700

3,174

3,737

See notes to financial statements.

8

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Digicel International Finance Ltd./Digicel Holdings Bermuda Ltd., 8.8%, 5/25/24

(g) (h)

Telecommunications

$3,168

$3,170

$3,291

DIRECTV Holdings LLC / DIRECTV Financing Co., Inc., 5.9%, 8/15/27

(g) (h)

Media Entertainment

1,221

1,221

1,267

Eagle Intermediate Global Holding BV / Ruyi US Finance LLC, 7.5%, 5/1/25

(g) (h)

Textiles

1,559

1,464

1,499

EC Finance Plc, 3.0%, 10/15/26

(g) (h)

Commercial Services

1,273

1,495

1,489

Endo Dac / Endo Finance LLC / Endo Finco, Inc., 9.5%, 7/31/27

(g) (h)

Pharmaceuticals

$2,401

2,559

2,387

Endo Luxembourg Finance Co. I S.a.r.l. / Endo US, Inc., 6.1%, 4/1/29

(g) (h)

Pharmaceuticals

3,901

3,851

3,848

Frontier Communications Corp., 6.8%, 5/1/29

(g) (h)

Telecommunications

782

782

805

Frontier Communications Corp., 5.9%, 11/1/29

(h)

Telecommunications

747

756

745

Frontier Communications Holdings LLC, 6.0%, 1/15/30

(g) (h)

Telecommunications

1,133

1,133

1,140

Gannett Holdings LLC, 6.0%, 11/1/26

(g) (h)

Media Entertainment

843

843

843

Gateway Casinos & Entertainment Ltd., 8.3%, 3/1/24

(g) (h)

Entertainment

1,456

1,365

1,501

GrafTech Finance, Inc., 4.6%, 12/15/28

(g) (h)

Machinery-Diversified

846

866

856

Intelsat Jackson Holdings SA, 8.0%, 2/15/24

(g) (i) (j)

Telecommunications

832

840

852

Jerrold Finco Plc, 5.3%, 1/15/27

(h)

Diversified Financial Services

£880

1,235

1,229

Jerrold Finco Plc, 4.9%, 1/15/26

(h)

Diversified Financial Services

321

391

447

LCPR Senior Secured Financing DAC, 5.1%, 7/15/29

(g) (h)

Media Entertainment

$227

227

229

Live Nation Entertainment, Inc., 6.5%, 5/15/27

(g) (h)

Entertainment

2,380

2,451

2,609

Mileage Plus Holdings LLC / Mileage Plus Intellectual Property Assets Ltd., 6.5%, 6/20/27

(g) (h)

Airlines

50

49

54

Pacific Gas and Electric Co., 4.0%, 12/1/47

(h)

Electric

343

337

339

Pacific Gas and Electric Co., 4.6%, 7/1/30

(h)

Electric

110

120

120

Pacific Gas and Electric Co., 4.5%, 7/1/40

(h)

Electric

164

175

171

Par Pharmaceutical, Inc., 7.5%, 4/1/27

(g) (h)

Pharmaceuticals

1,628

1,717

1,645

PG&E Corp., 5.0%, 7/1/28

(h)

Electric

953

972

992

PG&E Corp., 5.3%, 7/1/30

(h)

Electric

456

444

477

Prime Security Services Borrower LLC / Prime Finance, Inc., 6.3%, 1/15/28

(g) (h)

Commercial Services

810

827

831

Shelf Drilling Holdings Ltd., 8.9%, 11/15/24

(g) (h)

Oil & Gas

3,700

3,639

3,835

SM Energy Co., 10.0%, 1/15/25

(g) (h)

Oil & Gas

605

662

674

SM Energy Co., 10.0%, 1/15/25

(h)

Oil & Gas

100

99

111

Solocal Group, 8.0%, 3/15/25 (3 mo. EURIBOR + 7.0%)

(d) (h)

Internet

109

118

110

Solocal Group, Series 8Y, 8.0%, 3/15/25 (3 mo. EURIBOR + 7.0%)

(d) (h)

Internet

401

382

406

Spirit AeroSystems, Inc., 7.5%, 4/15/25

(g) (h)

Aerospace/Defense

$1,129

1,196

1,193

Talen Energy Supply LLC, 6.6%, 1/15/28

(g) (h)

Electric

1,996

1,909

1,890

Taseko Mines Ltd., 7.0%, 2/15/26

(g) (h)

Mining

1,022

1,070

1,058

Tenet Healthcare Corp., 5.1%, 11/1/27

(g) (h)

Healthcare-Services

1,675

1,735

1,752

Transocean Phoenix 2 Ltd., 7.8%, 10/15/24

(g) (h)

Oil & Gas Services

1,530

1,571

1,558

Transocean Pontus Ltd., 6.1%, 8/1/25

(g) (h)

Oil & Gas

998

1,001

1,002

Valaris, Ltd., Series 144A, 8.25%, 4/30/28

(g) (h)

Oil & Gas

3

2

3

Valaris, Ltd., Series 1145, 8.25%, 4/30/28

(h)

Oil & Gas

1,858

1,853

1,937

Vantage Drilling Intl, 9.3%, 11/15/23

(g) (h)

Oil & Gas

2,330

2,302

2,151

Vertical US Newco, Inc., 5.3%, 7/15/27

(g) (h)

Machinery-Diversified

682

715

695

Weatherford International Ltd., 6.5%, 9/15/28

(g) (h)

Oil & Gas Services

1,367

1,367

1,446

XHR LP, 6.4%, 8/15/25

(g) (h)

Real Estate Investment Trusts

605

606

639

Total Senior Secured Bonds

68,487

69,820

See notes to financial statements.

9

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

Fair
Value
(c)

Unsecured Bonds—39.9%

Accor SA, 4.4% 1/30/24 (fixed, converts to FRN on 1/30/24)

(h) (k)

Lodging

1,400

$1,676

$1,665

AdaptHealth LLC, 5.1%, 3/1/30

(g) (h)

Pharmaceuticals

$407

408

410

AG Merger Sub II, Inc., 10.8%, 8/1/27

(g) (h)

Diversified Financial Services

2,087

2,246

2,325

Ahead DB Holdings LLC, 6.6%, 5/1/28

(g) (h)

Computers

1,050

1,061

1,072

AHP Health Partners, Inc., 5.8%, 7/15/29

(g) (h)

Healthcare-Services

2,024

2,043

2,037

Albertsons Companies, Inc. / Safeway, Inc. / New Albertsons LP / Albertsons LLC, 7.5%, 3/15/26

(g) (h)

Food

1,802

1,961

1,944

Albertsons Companies, Inc. / Safeway, Inc. / New Albertsons LP / Albertsons LLC, 4.6%, 1/15/27

(g) (h)

Food

1,032

1,021

1,081

Alpha Services and Holdings SA, 5.5%, 6/11/31 (fixed, converts to FRN on 6/11/31)

(h)

Commercial Banks

525

641

619

Ambience Merger Sub, Inc., 7.1%, 7/15/29

(g) (h)

Retail

$1,249

1,244

1,206

Aryzta AG, 5.3% 1/25/22 (3 mo. LIBOR CHF + 6.0%)

(d) (h) (k)

Food

CHF790

1,007

857

Ball Corp., 4.0%, 11/15/23

(h)

Packaging & Containers

$1,329

1,400

1,395

Bausch Health Companies, Inc., 7.3%, 5/30/29

(g) (h)

Pharmaceuticals

298

328

303

Bausch Health Companies, Inc., 5.0%, 2/15/29

(g) (h)

Pharmaceuticals

448

448

412

Bausch Health Companies, Inc., 9.0%, 12/15/25

(g) (h)

Pharmaceuticals

186

203

195

Bausch Health Companies, Inc., 7.0%, 1/15/28

(g) (h)

Pharmaceuticals

$1,959

2,017

1,987

Bracken MidCo1 Plc, Series 144A, 6.8%, 11/1/27

(g)

Diversified Financial Services

£1,116

1,543

1,525

Burford Capital Finance LLC, 6.1%, 8/12/25

Diversified Financial Services

$585

565

617

Burford Capital Global Finance LLC, 6.3%, 4/15/28

(g) (h)

Diversified Financial Services

279

279

296

California Resources Corp., 7.1%, 2/1/26

(g) (h)

Oil & Gas

3,269

3,306

3,453

Carnival Corp., 7.6%, 3/1/26

(g) (h)

Leisure Time

3,058

3,298

3,226

Carnival Corp., 7.6%, 3/1/26

Leisure Time

410

541

511

CCO Holdings LLC / CCO Holdings Capital Corp., 5.5%, 5/1/26

(g) (h)

Media Entertainment

$172

178

178

CCO Holdings LLC / CCO Holdings Capital Corp., 5.4%, 6/1/29

(g) (h)

Media Entertainment

1,996

2,153

2,147

CCO Holdings LLC/CCO Holdings Capital Corp., 4.8%, 3/1/30

(g) (h)

Media Entertainment

1,418

1,499

1,466

Centene Corp., 3.4%, 2/15/30

(h)

Healthcare-Services

435

456

447

Centene Corp., 4.6%, 12/15/29

(h)

Healthcare-Services

428

463

462

Chemours Co., 5.8%, 11/15/28

(g) (h)

Chemicals

1,003

1,013

1,032

Chesapeake Energy Corp., 5.5%, 2/1/26

(g) (h)

Oil & Gas

303

303

316

Chesapeake Energy Corp., 5.9%, 2/1/29

(g) (h)

Oil & Gas

1,880

2,003

2,000

Churchill Downs, Inc., 4.8%, 1/15/28

(g) (h)

Entertainment

1,051

1,093

1,088

Colt Merger Sub, Inc., 8.1%, 7/1/27

(g) (h)

Entertainment

771

798

864

CommScope, Inc., 7.1%, 7/1/28

(g) (h)

Telecommunications

793

848

783

Comstock Resources, Inc., 5.9%, 1/15/30

(g) (h)

Oil & Gas

843

885

878

Cornerstone Building Brands, Inc., 6.1%, 1/15/29

(g) (h)

Building Materials

510

514

530

Coty, Inc., 6.5%, 4/15/26

(g) (h)

Cosmetics/Personal Care

1,049

1,066

1,079

CSC Holdings LLC, 6.5%, 2/1/29

(g) (h)

Media Entertainment

3,329

3,605

3,574

See notes to financial statements.

10

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

Fair
Value
(c)

DaVita, Inc., 4.6%, 6/1/30

(g) (h)

Healthcare-Services

$2,105

$2,178

$2,118

Delta Air Lines, Inc., 3.8%, 10/28/29

(h)

Airlines

738

735

751

Deutsche Bank AG, 4.6% 10/30/27 (fixed, converts to FRN on 10/30/27)

(k)

Commercial Banks

400

478

478

Deutsche Bank AG, Series #, 6.0% 10/30/25 (fixed, converts to FRN on 10/30/25)

(h) (k)

Commercial Banks

$400

405

420

DT Midstream, Inc., 4.1%, 6/15/29

(g) (h)

Pipelines

599

602

604

DT Midstream, Inc., 4.4%, 6/15/31

(g) (h)

Pipelines

963

978

977

Dufry One B.V., 3.4%, 4/15/28

(h)

Retail

1,248

1,461

1,421

Dufry One B.V., 2.0%, 2/15/27

(h)

Retail

1,335

1,515

1,460

Endeavor Energy Resources LP / EER Finance, Inc., 5.8%, 1/30/28

(g) (h)

Oil & Gas

$1,608

1,692

1,690

Endurance Acquisition Merger Sub, 6.0%, 2/15/29

(g) (h)

Internet

705

651

650

EQM Midstream Partners LP, 4.5%, 1/15/29

(g) (h)

Pipelines

647

650

666

EQM Midstream Partners LP, 4.8%, 1/15/31

(g) (h)

Pipelines

407

409

422

First Quantum Minerals Ltd., 6.5%, 3/1/24

(g) (h)

Mining

759

722

771

Ford Motor Co., 4.8%, 1/15/43

(e)

Auto Manufacturers

358

391

391

Ford Motor Co., 9.6%, 4/22/30

(h)

Auto Manufacturers

380

531

548

Ford Motor Co., 4.3%, 12/8/26

(h)

Auto Manufacturers

399

406

427

Ford Motor Credit Co. LLC, 4.3%, 1/9/27

(h)

Auto Manufacturers

222

234

236

Ford Motor Credit Co. LLC, 5.1%, 5/3/29

(p)

Auto Manufacturers

2,427

2,618

2,700

Ford Motor Credit Co. LLC, 4.5%, 8/1/26

(h)

Auto Manufacturers

1,330

1,246

1,434

Ford Motor Credit Co. LLC, 4.4%, 1/8/26

(h)

Auto Manufacturers

511

468

547

Freeport-McMoRan, Inc., 4.1%, 3/1/28

(h)

Mining

264

262

274

Freeport-McMoRan, Inc., 4.3%, 3/1/30

(h)

Mining

231

229

244

Freeport-McMoRan, Inc., 4.4%, 8/1/28

(h)

Mining

169

169

176

Freeport-McMoRan, Inc., 4.6%, 8/1/30

(h)

Mining

169

169

183

Frontier Florida LLC, Series E, 6.9%, 2/1/28

(h)

Telecommunications

1,979

1,854

2,110

Frontier North, Inc., Series G, 6.7%, 2/15/28

(h)

Telecommunications

5,029

4,799

5,425

Gates Global LLC / Gates Corp., 6.3%, 1/15/26

(g) (h)

Miscellaneous Manufacturing

619

646

641

Global Aircraft Leasing Co. Ltd., Series 144A, 6.5%, 9/15/24

(g) (h)

Diversified Financial Services

454

448

442

Granite US Holdings Corp., 11.0%, 10/1/27

(g) (h)

Machinery-Diversified

1,247

1,369

1,367

Grifols Escrow Issuer SA, 4.8%, 10/15/28

(g)

Biotechnology

617

617

627

HCA, Inc., 5.9%, 5/1/23

(h)

Healthcare-Services

3,767

4,017

4,031

Herbalife Nutrition Ltd. / HLF Financing, Inc., 7.9%, 9/1/25

(g) (h)

Pharmaceuticals

1,080

1,096

1,161

Hess Midstream Operations LP, 4.3%, 2/15/30

(g) (h)

Pipelines

439

439

440

Hexion, Inc., 7.9%, 7/15/27

(g) (h)

Chemicals

2,967

3,138

3,149

Hilton Domestic Operating Co., Inc., 5.8%, 5/1/28

(g) (h)

Lodging

749

787

805

HLF Financing Sarl LLC / Herbalife International, Inc., 4.9%, 6/1/29

(g) (h)

Pharmaceuticals

838

838

845

Intesa Sanpaolo SpA, 7.7% 9/17/25
(fixed, converts to FRN on 9/17/25)

(g) (h) (k)

Commercial Banks

244

254

273

See notes to financial statements.

11

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

Fair
Value
(c)

Intesa Sanpaolo SpA, 5.9% 9/1/31
(fixed, converts to FRN on 9/1/31)

(h) (k)

Commercial Banks

310

$407

$410

JPMorgan Chase & Co., Series FF, 5.0% 8/1/24
(fixed, converts to FRN on 8/01/24)

(h) (k)

Commercial Banks

$283

297

293

Kraft Heinz Foods Co., 5.2%, 7/15/45

(h)

Food

521

659

664

Kraft Heinz Foods Co., 3.9%, 5/15/27

(h)

Food

459

459

498

Kraft Heinz Foods Co., 4.3%, 3/1/31

(h)

Food

1,510

1,656

1,706

L Brands, Inc., 6.9%, 11/1/35

(h)

Retail

669

857

814

Laredo Petroleum, Inc., 7.8%, 7/31/29

(g) (h)

Oil & Gas

1,483

1,405

1,463

LD Holdings Group LLC, 6.1%, 4/1/28

(g) (h)

Diversified Financial Services

3,117

3,055

2,861

Liberty Interactive LLC, 8.3%, 2/1/30

(h)

Media Entertainment

4

5

4

LifePoint Health, Inc., 5.4%, 1/15/29

(g) (h)

Healthcare-Services

1,934

1,919

1,898

Macy’s Retail Holdings, Inc., 5.1%, 1/15/42

(h)

Retail

410

387

384

Macy’s Retail Holdings, Inc., 4.3%, 2/15/43

(h)

Retail

410

346

353

Marriott Ownership Resorts, Inc., 4.8%, 1/15/28

(h)

Lodging

751

764

765

Methanex Corp., 5.3%, 12/15/29

(h)

Chemicals

1,078

954

1,144

Moss Creek Resources Holdings, Inc., 7.5%, 1/15/26

(g) (h)

Oil & Gas

104

94

95

Mozart Debt Merger Sub, Inc., 5.3%, 10/1/29

(g) (h)

Healthcare-Products

733

733

745

Natural Resource Partners LP/NRP Finance Corp., 9.1%, 6/30/25

(g) (h)

Coal

2,393

2,360

2,413

Netflix, Inc., 4.6%, 5/15/29

Internet

633

877

919

New Residential Investment Corp., 6.3%, 10/15/25

(g) (h)

Real Estate Investment Trusts

$3,157

3,159

3,162

News Corp., 3.9%, 5/15/29

(g) (h)

Media Entertainment

621

621

631

NOVA Chemicals Corp., 5.3%, 6/1/27

(g) (h)

Chemicals

814

822

858

NRG Energy, Inc., 5.3%, 6/15/29

(g) (h)

Electric

618

661

659

Occidental Petroleum Corp., 8.9%, 7/15/30

(h)

Oil & Gas

232

318

315

Occidental Petroleum Corp., 7.9%, 9/15/31

(h)

Oil & Gas

185

246

248

Occidental Petroleum Corp., 4.3%, 8/15/39

(h)

Oil & Gas

182

144

183

Occidental Petroleum Corp., 6.6%, 9/1/30

(h)

Oil & Gas

214

241

262

Occidental Petroleum Corp., 3.4%, 4/15/26

(h)

Oil & Gas

381

324

389

Occidental Petroleum Corp., 3.0%, 2/15/27

(h)

Oil & Gas

760

640

761

Occidental Petroleum Corp., 3.5%, 8/15/29

(h)

Oil & Gas

1,230

1,030

1,250

Occidental Petroleum Corp., 3.2%, 8/15/26

(h)

Oil & Gas

422

318

428

Occidental Petroleum Corp., 6.5%, 9/15/36

(h)

Oil & Gas

841

963

1,071

Occidental Petroleum Corp., 2.7%, 2/15/23

(h)

Oil & Gas

10

9

10

Occidental Petroleum Corp., 3.5%, 6/15/25

(h)

Oil & Gas

725

609

751

OneMain Finance Corp., 4.0%, 9/15/30

(h)

Diversified Financial Services

99

99

96

OneMain Finance Corp., 7.1%, 3/15/26

(h)

Diversified Financial Services

423

438

481

OneMain Finance Corp., 6.6%, 1/15/28

(h)

Diversified Financial Services

207

206

233

Organon & Co. / Organon Foreign Debt Co-Issuer B.V., 5.1%, 4/30/31

(g) (h)

Pharmaceuticals

1,145

1,198

1,182

Ortho-Clinical Diagnostics, Inc. / Ortho-Clinical Diagnostics SA, 7.3%, 2/1/28

(g) (h)

Healthcare-Products

477

514

509

See notes to financial statements.

12

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

Fair
Value
(c)

Ortho-Clinical Diagnostics, Inc. / Ortho-Clinical Diagnostics SA, 7.4%, 6/1/25

(g) (h)

Healthcare-Products

$394

$420

$414

Outfront Media Capital LLC / Outfront Media Capital Corp., 5.0%, 8/15/27

(g) (h)

Advertising

836

862

854

Outfront Media Capital LLC / Outfront Media Capital Corp., 4.3%, 1/15/29

(g) (h)

Advertising

506

507

496

Owens & Minor, Inc., 4.5%, 3/31/29

(g) (h)

Pharmaceuticals

639

639

642

Petsmart, Inc. / Petsmart FI Co., 7.8%, 2/15/29

(g) (h)

Retail

912

955

987

Pitney Bowes, Inc., 6.9%, 3/15/27

(g) (h)

Office/Business Equipment

625

625

648

Pitney Bowes, Inc., 7.3%, 3/15/29

(g) (h)

Office/Business Equipment

459

459

475

Plantronics, Inc., 4.8%, 3/1/29

(g) (h)

Telecommunications

954

950

877

Playtika Holding Corp., 4.3%, 3/15/29

(g) (h)

Software

1,237

1,236

1,242

Post Holdings, Inc., 5.5%, 12/15/29

(g) (h)

Food

2,532

2,702

2,697

Post Holdings, Inc., 4.6%, 4/15/30

(g) (h)

Food

163

168

164

Quicken Loans LLC / Quicken Loans Co-Issuer, Inc., 3.6%, 3/1/29

(g) (h)

Diversified Financial Services

1,127

1,150

1,120

Science Applications International Corp., 4.9%, 4/1/28

(g) (h)

Computers

1,145

1,174

1,181

Sensata Technologies B.V., 4.0%, 4/15/29

(g) (h)

Electronics

728

737

740

Service Properties Trust, 7.5%, 9/15/25

(h)

Real Estate Investment Trusts

483

546

535

Service Properties Trust, 5.5%, 12/15/27

(h)

Real Estate Investment Trusts

583

587

610

Shelf Drill Holdings Ltd., 8.3%, 2/15/25

(g) (h)

Oil & Gas

2,012

1,833

1,557

Signal Parent, Inc., 6.1%, 4/1/29

(g) (h)

Commercial Services

1,761

1,750

1,641

Sirius XM Radio, Inc., 5.0%, 8/1/27

(g) (h)

Media Entertainment

245

256

256

Sirius XM Radio, Inc., 5.5%, 7/1/29

(g) (h)

Media Entertainment

1,745

1,890

1,885

SoftBank Group Corp., 3.9%, 7/6/32

(h)

Telecommunications

1,739

1,950

1,927

SoftBank Group Corp., 5.3%, 7/6/31

(h)

Telecommunications

$980

966

983

SoftBank Group Corp., 3.4%, 7/6/29

(h)

Telecommunications

553

616

616

SoftBank Group Corp., 4.0%, 9/19/29

(h)

Telecommunications

660

783

764

SoftBank Group Corp., 5.1%, 9/19/27

(h)

Telecommunications

$573

593

586

SoftBank Group Corp., 5.0%, 4/15/28

(h)

Telecommunications

200

257

245

Spectrum Brands, Inc., 5.5%, 7/15/30

(g) (h)

Household Products/Wares

$1,498

1,614

1,620

Sprint Communications, Inc., 6.0%, 11/15/22

(h)

Telecommunications

872

909

916

Sprint Corp., 7.9%, 9/15/23

(h)

Telecommunications

525

589

583

Sprint Corp., 7.6%, 3/1/26

(h)

Telecommunications

636

731

763

SRC Energy, Inc., 6.3%, 12/1/25

(h)

Oil & Gas

1,153

1,135

1,180

Standard Industries, Inc., 3.4%, 1/15/31

(g) (h)

Building Materials

436

436

405

Standard Industries, Inc., 4.4%, 7/15/30

(g) (h)

Building Materials

127

130

127

Standard Industries, Inc., 4.8%, 1/15/28

(g) (h)

Building Materials

517

538

534

Sterling Entertainment Enterprises, LLC, 10.3%, 1/15/25

(l)

Media Entertainment

813

801

835

Summit Materials LLC / Summit Materials Finance Corp., 5.3%, 1/15/29

(g) (h)

Building Materials

493

520

517

SWF Escrow Issuer Corp., 6.5%, 10/1/29

(g) (h)

Household Products/Wares

727

727

695

See notes to financial statements.

13

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

Fair
Value
(c)

Targa Resources Partners LP / Targa Resources Partners Finance Corp., 6.9%, 1/15/29

(h)

Pipelines

$1,145

$1,270

$1,284

Tempur Sealy International, Inc., 4.0%, 4/15/29

(g) (h)

Home Furnishings

687

695

699

Tinkoff Bank JSC Via TCS Finance Ltd., 6.0% 12/20/26 (fixed, converts to FRN on 12/20/26)

(g) (h) (k)

Commercial Banks

1,308

1,306

1,304

TransDigm, Inc., 5.5%, 11/15/27

(h)

Aerospace/Defense

946

899

970

TUI Cruises GmbH, 6.5%, 5/15/26

(g) (h)

Leisure Time

769

928

914

TUI Cruises GmbH, 6.5%, 5/15/26

(h)

Leisure Time

1,287

1,539

1,530

Uber Technologies, Inc., 4.5%, 8/15/29

(g) (h)

Internet

$225

225

227

Uber Technologies, Inc., 6.3%, 1/15/28

(g) (h)

Internet

1,606

1,729

1,726

UniCredit SpA, 5.4% 6/3/25 (fixed, converts to FRN on 6/30/25)

(h) (k)

Commercial Banks

265

330

326

United Rentals North America, Inc., 5.3%, 1/15/30

(h)

Commercial Services

$771

838

836

United Rentals North America, Inc., 4.0%, 7/15/30

(h)

Commercial Services

146

152

149

Vail Resorts, Inc., 6.3%, 5/15/25

(g) (h)

Entertainment

299

301

315

ViacomCBS, Inc., 6.3%, 2/28/57 (fixed, converts to FRN on 2/28/27)

(h)

Media Entertainment

343

389

393

VICI Properties LP / VICI Note Co., Inc., 4.1%, 8/15/30

(g) (h)

Real Estate Investment Trusts

822

879

864

Victors Merger Corp., 6.4%, 5/15/29

(g) (h)

Building Materials

1,226

1,215

1,155

Vistra Corp., 8.0%, 10/15/26 (fixed, converts to FRN on 10/15/26)

(g) (h) (k)

Electric

4,153

4,153

4,363

Vistra Operations Co. LLC, 5.0%, 7/31/27

(g) (h)

Electric

904

922

928

Vistra Operations Co. LLC, 5.5%, 9/1/26

(g) (h)

Electric

21

22

22

Weatherford International Ltd., 8.6%, 4/30/30

(g)

Oil & Gas Services

5,896

5,896

6,065

Weatherford International Ltd., 11.0%, 12/1/24

(g)

Oil & Gas Services

99

105

103

Western Midstream Operating LP, 4.5%, 3/1/28

Pipelines

264

209

286

Western Midstream Operating LP, 4.8%, 8/15/28

Pipelines

195

191

215

Western Midstream Operating LP, 4.4%, 2/1/25

Pipelines

111

116

Western Midstream Operating LP, 5.3%, 2/1/30

(h)

Pipelines

770

807

845

Wynn Resorts Finance LLC / Wynn Resorts Capital Corp., 5.1%, 10/1/29

(g) (h)

Entertainment

97

100

97

XPO CNW, Inc., 6.7%, 5/1/34

(h)

Transportation

1,538

1,577

1,924

XPO Logistics, Inc., 6.3%, 5/1/25

(g) (h)

Transportation

416

434

439

Yum! Brands, Inc., 7.8%, 4/1/25

(g) (h)

Retail

772

836

822

ZF Europe Finance B.V., 3.0%, 10/23/29

(h)

Auto Parts & Equipment

1,100

1,218

1,315

Total Unsecured Bonds

175,314

178,341

See notes to financial statements.

14

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Collateralized Loan Obligation (CLO) / Structured Credit—31.7%

37 Capital CLO I, Series 2021-1A, Class D, 10/15/34 (3 mo. LIBOR + 3.5%)

(d) (e) (g)

USD CLO

$275

$272

$273

Accunia European CLO III DAC, Series 3X, Class D, 3.1%, 1/20/31 (3 mo. EURIBOR + 3.1%)

(d)

EUR CLO

240

274

273

Adagio IV CLO Ltd., Series IV-A, Class FR, 8.5%, 4/15/34 (3 mo. EURIBOR + 8.5%)

(d) (g)

EUR CLO

250

285

284

AlbaCore EURO CLO II DAC, Series 2A, Class E, 6.0%, 6/15/34 (3 mo. EURIBOR + 6.0%)

(d) (g)

EUR CLO

250

284

279

Allegro CLO II-S Ltd., Series 2014-1RA, Class D, 5.9%, 10/21/28 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

$450

416

436

Allegro CLO VII Ltd., Series 2018-1X, Class D, 3.0%, 6/13/31 (3 mo. LIBOR + 2.9%)

(d)

USD CLO

580

526

567

ALM 2020 Ltd., Series 2020-1A, Class D, 6.1%, 10/15/29 (3 mo. LIBOR + 6.0%)

(d) (g)

USD CLO

1,170

1,170

1,167

Ambac Assurance Corp., 8.5% PIK, 2/1/55

(g) (h)

Insurance

128

130

123

Ambac Assurance Corp., 8.5% PIK, 2/12/55

(h)

Insurance

239

243

231

Ammc CLO 16 Ltd., Series 2015-16X, Class ER, 6.2%, 4/14/29 (3 mo. LIBOR + 6.1%)

(d)

USD CLO

510

503

497

Ammc CLO 19 Ltd., Series 2016-19A, Class D, 3.9%, 10/15/28 (3 mo. LIBOR + 3.8%)

(d) (g)

USD CLO

205

203

205

Ammc CLO 20 Ltd., Series 2017-20A, Class E, 5.9%, 4/17/29 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

250

248

246

Anchorage Capital CLO 1-R Ltd., Series 2018-1RA, Class E, 5.6%, 4/13/31 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

775

757

758

Anchorage Capital CLO 10 Ltd., Series 2018-10A, Class E, 5.9%, 10/15/31 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

345

342

340

Anchorage Capital CLO 18 Ltd., Series 2021-18A, Class F, 7.2%, 4/15/34 (3 mo. LIBOR + 7.0%)

(d) (g)

USD CLO

280

263

247

Anchorage Capital CLO 4-R Ltd., Series 2014-4RA, Class E, 5.6%, 1/28/31 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

895

876

879

Anchorage Capital CLO 4-R Ltd., Series 2014-4RA, Class D, 2.7%, 1/28/31 (3 mo. LIBOR + 2.6%)

(d) (g)

USD CLO

250

240

247

Anchorage Capital CLO 5-R Ltd., Series 2014-5RA, Class E, 5.5%, 1/15/30 (3 mo. LIBOR + 5.4%)

(d) (g)

USD CLO

545

532

540

Anchorage Capital CLO 6 Ltd., Series 2015-6A, Class ER, 6.5%, 7/15/30 (3 mo. LIBOR + 6.4%)

(d) (g)

USD CLO

355

351

352

Anchorage Capital CLO 8 Ltd., Series 2016-8A, Class ER, 5.9%, 7/28/28 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

250

245

250

Anchorage Capital CLO 8 Ltd., Series 2016-8X, Class ER, 5.9%, 7/28/28 (3 mo. LIBOR + 5.8%)

(d)

USD CLO

540

540

540

Anchorage Capital Europe CLO 3 DAC, Series 3X, Class D, 3.8%, 7/15/32 (3 mo. EURIBOR + 3.8%)

(d)

EUR CLO

435

519

503

Anchorage Capital Europe CLO DAC, Series 4A, Class E, 5.7%, 4/25/34 (3 mo. EURIBOR + 5.7%)

(d) (g)

EUR CLO

260

305

294

Anchorage Credit Funding 10 Ltd., Series 2020-10A, Class EV, 7.1%, 4/25/38

(g)

USD CLO

$250

234

238

Anchorage Credit Funding 12 Ltd., Series 2020-12A, Class D, 5.9%, 10/25/38

(g)

USD CLO

295

295

296

See notes to financial statements.

15

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Anchorage Credit Funding 2 Ltd., Series 2015-2A, Class ERV, 7.0%, 4/25/38

(g)

USD CLO

$250

$232

$236

Anchorage Credit Funding 3 Ltd., Series 2016-3A, Class ER, 7.2%, 1/28/39

(g)

USD CLO

410

386

396

Anchorage Credit Funding 3 Ltd., Series 2016-3A, Class DR, 5.8%, 1/28/39

(g)

USD CLO

250

250

249

Anchorage Credit Funding 4 Ltd., Series 2016-4A, Class ER, 6.7%, 4/27/39

(g)

USD CLO

250

239

239

Anchorage Credit Funding 6 Ltd., Series 2018-6A, Class E, 6.9%, 7/25/36

(g)

USD CLO

570

546

543

Anchorage Credit Opportunities CLO 1 Ltd., Series 2019-1A, Class E, 7.7%, 1/20/32 (3 mo. LIBOR + 7.6%)

(d) (g)

USD CLO

290

281

287

Apex Credit CLO 2015-II Ltd., Series 2015-2A, Class ER, 6.2%, 10/17/26 (3 mo. LIBOR + 6.1%)

(d) (g)

USD CLO

330

329

329

Apex Credit CLO 2020 Ltd., Series 2020-1A, Class E1, 7.7%, 10/20/31 (3 mo. LIBOR + 7.6%)

(d) (g)

USD CLO

703

703

703

Ares European CLO IX B.V., Series 9X, Class D, 2.4%, 10/14/30 (3 mo. EURIBOR + 2.4%)

(d)

EUR CLO

520

548

582

Ares European CLO VI B.V., Series 2013-6X, Class ER, 5.3%, 4/15/30 (3 mo. EURIBOR + 5.3%)

(d)

EUR CLO

340

381

390

Ares LIX CLO Ltd., Series 2021-59A, Class E, 6.4%, 4/25/34 (3 mo. LIBOR + 6.3%)

(d) (g)

USD CLO

$445

444

446

Ares XL CLO Ltd., Series 2016-40A, Class DR, 6.5%, 1/15/29 (3 mo. LIBOR + 6.4%)

(d) (g)

USD CLO

585

583

580

Ares XLI CLO Ltd., Series 2016-41A, Class ER, 6.9%, 4/15/34 (3 mo. LIBOR + 6.8%)

(d) (g)

USD CLO

1,440

1,445

1,440

Ares XLII CLO Ltd., Series 2017-42A, Class E, 6.2%, 1/22/28 (3 mo. LIBOR + 6.1%)

(d) (g)

USD CLO

280

275

276

Ares XLII CLO Ltd., Series 2017-42X, Class E, 6.2%, 1/22/28 (3 mo. LIBOR + 6.1%)

(d)

USD CLO

550

543

542

Ares XLIV CLO Ltd., Series 2017-44A, Class DR, 7.0%, 4/15/34 (3 mo. LIBOR + 6.9%)

(d) (g)

USD CLO

615

606

612

Ares XLIX CLO Ltd., Series 2018-49A, Class D, 3.1%, 7/22/30 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

250

245

248

Ares XLVIII CLO, Series 2018-48A, Class D, 2.8%, 7/20/30 (3 mo. LIBOR + 2.7%)

(d) (g)

USD CLO

565

552

560

Ares XXXVII CLO Ltd., Series 2015-4A, Class CR, 2.8%, 10/15/30 (3 mo. LIBOR + 2.7%)

(d) (g)

USD CLO

250

247

247

Ares XXXVR CLO Ltd., Series 2015-35RA, Class D, 3.1%, 7/15/30 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

250

250

249

Armada Euro CLO, Series 5A, Class E, 6.0%, 7/28/34 (3 mo. EURIBOR + 6.0%)

(d) (g)

EUR CLO

295

347

336

ArrowMark Colorado Holdings, Series 2017-6A, Class E, 6.7%, 7/15/29 (3 mo. LIBOR + 6.6%)

(d) (g)

USD CLO

$700

688

688

Atlas Senior Loan Fund III Ltd., Series 2013-1A, Class DR, 2.7%, 11/17/27 (3 mo. LIBOR + 2.6%)

(d) (g)

USD CLO

500

480

492

Atlas Senior Loan Fund IX Ltd., Series 2018-9A, Class D, 2.7%, 4/20/28 (3 mo. LIBOR + 2.6%)

(d) (g)

USD CLO

250

236

247

See notes to financial statements.

16

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Atrium CDO Corp., Series 14A, Class D, 3.1%, 8/23/30 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CDO

$250

$236

$249

Atrium IX, Series 9A, Class ER, 6.6%, 5/28/30 (3 mo. LIBOR + 6.5%)

(d) (g)

USD CLO

305

303

303

Atrium XII, Series 12A, Class DR, 2.9%, 4/22/27 (3 mo. LIBOR + 2.8%)

(d) (g)

USD CLO

250

240

249

Atrium XII, Series 12A, Class ER, 5.4%, 4/22/27 (3 mo. LIBOR + 5.3%)

(d) (g)

USD CLO

250

247

248

Atrium XV, Series 15A, Class E, 6.0%, 1/23/31 (3 mo. LIBOR + 5.9%)

(d) (g)

USD CLO

665

658

659

Avery Point III CLO Ltd., Series 2013-3A, Class E, 5.1%, 1/18/25 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

329

329

329

Avery Point VI CLO Ltd., Series 2015-6A, Class E1, 5.6%, 8/5/27 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

500

486

485

Avery Point VII CLO Ltd., Series 2015-7A, Class F, 8.1%, 1/15/28 (3 mo. LIBOR + 8.0%)

(d) (g)

USD CLO

250

233

233

Avoca CLO XI Ltd., Series 11X, Class ER, 5.0%, 7/15/30 (3 mo. EURIBOR + 5.0%)

(d)

EUR CLO

210

225

239

Bain Capital Credit CLO 2016-2 Ltd., Series 2016-2A, Class E, 7.2%, 1/15/29 (3 mo. LIBOR + 7.0%)

(d) (g)

USD CLO

$750

740

740

Bain Capital Credit CLO 2021-3 Ltd., Series 2021-3A, Class E, 6.7%, 7/24/34 (3 mo. LIBOR + 6.5%)

(d) (g)

USD CLO

390

391

392

Bain Capital Credit CLO 2021-3 Ltd., Series 2021-3X, Class E, 6.7%, 7/24/34 (3 mo. LIBOR + 6.5%)

(d)

USD CLO

250

250

250

Ballyrock CLO 2016-1 Ltd., Series 2016-1A, Class ER, 7.1%, 10/15/28 (3 mo. LIBOR + 7.0%)

(d) (g)

USD CLO

250

248

251

Barings CLO 2013-I Ltd., Series 2013-IA, Class ER, 5.3%, 1/20/28 (3 mo. LIBOR + 5.2%)

(d) (g)

USD CLO

1,255

1,229

1,236

Barings CLO Ltd. 2016-II, Series 2016-2A, Class ER, 6.6%, 7/20/28 (3 mo. LIBOR + 6.5%)

(d) (g)

USD CLO

250

246

250

Barings CLO Ltd. 2018-III, Series 2018-3A, Class E, 5.9%, 7/20/29 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

250

242

244

Barings CLO Ltd. 2018-III, Series 2018-3A, Class D, 3.0%, 7/20/29 (3 mo. LIBOR + 2.9%)

(d) (g)

USD CLO

330

325

326

Barings Euro CLO 2014-1 DAC, Series 2014-1X, Class ERR, 4.8%, 7/15/31 (3 mo. EURIBOR + 4.8%)

(d)

EUR CLO

365

413

413

Barings Euro CLO 2018-2 BV, Series 2018-2X, Class D, 3.2%, 10/15/31 (3 mo. EURIBOR + 3.2%)

(d)

EUR CLO

920

1,080

1,064

Barings Euro CLO 2020-1 DAC, Series 2020-1A, Class ER, 10/21/34 (3 mo. EURIBOR + 6.2%)

(d) (g) (l)

EUR CLO

250

282

280

Barings Euro CLO 2020-1 DAC, Series 2020-1X, Class E, 6.9%, 4/21/33 (3 mo. EURIBOR + 6.9%)

(d)

EUR CLO

235

287

272

Barings Euro CLO 2020-1 DAC, Series 2020-1X, Class F, 8.0%, 4/21/33 (3 mo. EURIBOR + 8.0%)

(d)

EUR CLO

100

119

116

Battalion CLO XV Ltd., Series 2020-15A, Class E, 6.5%, 1/17/33 (3 mo. LIBOR + 6.4%)

(d) (g)

USD CLO

$385

386

386

Benefit Street Partners CLO II Ltd., Series 2013-IIA, Class CR, 3.8%, 7/15/29 (3 mo. LIBOR + 3.7%)

(d) (g)

USD CLO

250

243

248

Birch Grove CLO 2 Ltd., Series 2021-2A, Class D2, 5.1%, 10/19/34 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

605

599

599

See notes to financial statements.

17

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Black Diamond CLO 2017-1 Ltd., Series 2017-1A, Class C, 4.1%, 4/24/29 (3 mo. LIBOR + 4.0%)

(d) (g)

USD CLO

$590

$581

$590

BlackRock European CLO V DAC, Series 5X, Class E, 4.4%, 7/16/31 (3 mo. EURIBOR + 4.4%)

(d)

EUR CLO

130

138

143

BlueMountain CLO 2012-2 Ltd., Series 2012-2A, Class ER2, 5.9%, 11/20/28 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

$470

464

470

BlueMountain CLO 2015-2 Ltd., Series 2015-2A, Class ER, 5.3%, 7/18/27 (3 mo. LIBOR + 5.2%)

(d) (g)

USD CLO

590

581

583

BlueMountain Fuji US CLO III Ltd., Series 2017-3A, Class D, 2.5%, 1/15/30 (3 mo. LIBOR + 2.4%)

(d) (g)

USD CLO

250

237

245

BNPP IP CLO 2014-II Ltd., Series 2014-2A, Class DR, 3.6%, 10/30/25 (3 mo. LIBOR + 3.5%)

(d) (g)

USD CLO

280

276

277

Bosphorus CLO IV DAC, Series 4A, Class F, 6.2%, 12/15/30 (3 mo. EURIBOR + 6.2%)

(d) (g)

EUR CLO

250

282

269

Bosphorus CLO V DAC, Series 5A, Class DE, 4.8%, 12/12/32 (3 mo. EURIBOR + 4.8%)

(d) (g)

EUR CLO

320

354

371

Broad River Bsl Funding CLO Ltd., Series 2020-1A, Class ER, 6.6%, 7/20/34 (3 mo. LIBOR + 6.5%)

(d) (g)

USD CLO

$250

252

251

Brookside Mill CLO 2013-1 Ltd., Series 2013-1A, Class ER, 5.6%, 1/17/28 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

385

379

380

Cairn CLO III B.V., Series 2013-3X, Class F, 6.6%, 10/20/28 (6 mo. EURIBOR + 6.6%)

(d)

EUR CLO

250

300

288

Cairn CLO VI B.V., Series 2016-6X, Class FR, 8.3%, 7/25/29 (3 mo. EURIBOR + 8.3%)

(d)

EUR CLO

190

227

218

Cairn CLO VI B.V., Series 2016-6X, Class DR, 3.1%, 7/25/29 (3 mo. EURIBOR + 3.1%)

(d)

EUR CLO

135

158

156

Cairn CLO X B.V., Series 2018-10X, Class E, 5.2%, 10/15/31 (3 mo. EURIBOR + 5.2%)

(d)

EUR CLO

130

152

147

Cairn CLO XI DAC, Series 2019-11X, Class D, 4.2%, 7/15/35 (3 mo. EURIBOR + 4.2%)

(d)

EUR CLO

625

678

725

Carlyle Global Market Strategies CLO 2013-2 Ltd., Series 2013-2A, Class DR, 2.5%, 1/18/29 (3 mo. LIBOR + 2.4%)

(d) (g)

USD CLO

$250

238

248

Carlyle Global Market Strategies Euro CLO 2013-1 B.V., Series 2013-1X, Class DR, 5.8%, 4/15/30 (3 mo. EURIBOR + 5.8%)

(d)

EUR CLO

260

314

295

Carlyle Global Market Strategies Euro CLO 2014-1 DAC, Series 2014-1X, Class ER, 4.9%, 7/15/31 (3 mo. EURIBOR + 4.9%)

(d)

EUR CLO

255

287

287

Carlyle Global Market Strategies Euro CLO 2015-2 DAC, Series 2015-2X, Class E, 6.5%, 9/21/29 (3 mo. EURIBOR + 6.5%)

(d)

EUR CLO

665

773

760

Carlyle Global Market Strategies Euro CLO 2015-2 DAC, Series 2015-2X, Class CR, 2.7%, 9/21/29 (3 mo. EURIBOR + 2.7%)

(d)

EUR CLO

140

163

162

Carlyle Global Market Strategies Euro CLO 2015-3 DAC, Series 2015-3X, Class C1RE, 2.6%, 7/15/30 (3 mo. EURIBOR + 2.6%)

(d)

EUR CLO

275

323

314

Carlyle Global Market Strategies Euro CLO 2020-1 DAC, Series 2020-1X, Class D, 5.4%, 4/15/33 (3 mo. EURIBOR + 5.4%)

(d)

EUR CLO

250

290

280

See notes to financial statements.

18

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Carlyle US CLO 2016-4 Ltd., Series 2016-4A, Class CR, 2.9%, 10/20/27 (3 mo. LIBOR + 2.8%)

(d) (g)

USD CLO

$280

$267

$275

Catalyst Healthcare Manchester Financing Plc, Series AMBC, 2.4%, 9/30/40

(h)

Healthcare-Services

£249

667

723

Catamaran CLO 2013-1 Ltd., Series 2013-1A, Class ER, 5.7%, 1/27/28 (3 mo. LIBOR + 5.6%)

(d) (g)

USD CLO

$710

708

710

Catamaran CLO 2014-1 Ltd., Series 2014-1A, Class CR, 3.6%, 4/22/30 (3 mo. LIBOR + 3.4%)

(d) (g)

USD CLO

250

243

248

Cent CLO 21 Ltd., Series 2014-21A, Class CR2, 3.3%, 7/27/30 (3 mo. LIBOR + 3.2%)

(d) (g)

USD CLO

620

600

613

CFIP CLO 2013-1 Ltd., Series 2013-1A, Class ER, 6.8%, 4/20/29 (3 mo. LIBOR + 6.7%)

(d) (g)

USD CLO

470

468

465

CFIP CLO 2014-1 Ltd., Series 2014-1A, Class ER, 6.7%, 7/13/29 (3 mo. LIBOR + 6.6%)

(d) (g)

USD CLO

250

249

248

CFIP CLO 2014-1 Ltd., Series 2014-1A, Class DR, 4.2%, 7/13/29 (3 mo. LIBOR + 4.1%)

(d) (g)

USD CLO

495

488

495

CIFC Funding 2013-II Ltd., Series 2013-2A, Class B1LR, 3.2%, 10/18/30 (3 mo. LIBOR + 3.1%)

(d) (g)

USD CLO

200

196

200

CIFC Funding 2014 Ltd., Series 2014-1A, Class DR2, 3.0%, 1/18/31 (3 mo. LIBOR + 2.9%)

(d) (g)

USD CLO

250

242

244

CIFC Funding 2014-IV-R Ltd., Series 2014-4RA, Class D, 5.8%, 10/17/30 (3 mo. LIBOR + 5.7%)

(d) (g)

USD CLO

595

580

580

CIFC Funding 2015-III Ltd., Series 2015-3A, Class ER, 5.1%, 4/19/29 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

250

243

243

CIFC Funding 2017-I Ltd., Series 2017-1A, Class E, 6.5%, 4/23/29 (3 mo. LIBOR + 6.4%)

(d) (g)

USD CLO

255

254

253

Columbia Cent CLO 31 Ltd., Series 2021-31A, Class E, 6.7%, 4/20/34 (3 mo. LIBOR + 6.6%)

(d) (g)

USD CLO

514

498

506

Contego CLO II B.V., Series 2X, Class ER, 4.6%, 11/15/26 (3 mo. EURIBOR + 5.2%)

(d)

EUR CLO

170

185

196

Contego CLO VIII DAC, Series 8A, Class FR, 8.8%, 1/25/34 (3 mo. EURIBOR + 8.8%)

(d) (g)

EUR CLO

250

285

277

Covenant Credit Partners CLO III Ltd., Series 2017-1A, Class D, 3.9%, 10/15/29 (3 mo. LIBOR + 3.8%)

(d) (g)

USD CLO

$1,170

1,151

1,155

Crown Point CLO IV Ltd., Series 2018-4A, Class D, 2.9%, 4/20/31 (3 mo. LIBOR + 2.8%)

(d) (g)

USD CLO

285

265

278

CVC Cordatus Loan Fund X DAC, Series 10X, Class D, 2.5%, 1/27/31 (3 mo. EURIBOR + 2.5%)

(d)

EUR CLO

190

206

212

Deer Park CLO DAC, Series 1A, Class ER, 6.3%, 10/15/34 (3 mo. EURIBOR + 6.3%)

(d) (g)

EUR CLO

250

287

287

Denali Capital CLO XI Ltd., Series 2015-1A, Class DR, 5.7%, 10/20/28 (3 mo. LIBOR + 5.6%)

(d) (g)

USD CLO

$750

724

715

Diamond CLO 2019-1 Ltd., Series 2019-1A, Class E, 8.2%, 4/25/29 (3 mo. LIBOR + 8.1%)

(d) (g)

USD CLO

325

326

326

Dryden 30 Senior Loan Fund, Series 2013-30A, Class FR, 7.4%, 11/15/28 (3 mo. LIBOR + 7.3%)

(d) (g)

USD CLO

250

234

242

Dryden 33 Senior Loan Fund, Series 2014-33A, Class FR2, 8.6%, 4/15/29 (3 mo. LIBOR + 8.5%)

(d) (g)

USD CLO

200

200

199

Dryden 51 Euro CLO 2017 B.V., Series 2017-51X, Class E, 4.9%, 7/15/31 (3 mo. EURIBOR + 4.9%)

(d)

EUR CLO

275

327

314

See notes to financial statements.

19

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Dryden 53 CLO Ltd., Series 2017-53A, Class D, 2.5%, 1/15/31 (3 mo. LIBOR + 2.4%)

(d) (g)

USD CLO

$250

$231

$245

Dryden 59 Euro CLO 2017 B.V., Series 2017-59X, Class D1, 2.4%, 5/15/32 (3 mo. EURIBOR + 2.4%)

(d)

EUR CLO

365

390

414

Dryden 59 Euro CLO 2017 B.V., Series 2017-59X, Class F, 6.1%, 5/15/32 (3 mo. EURIBOR + 6.1%)

(d)

EUR CLO

110

122

120

Dryden 69 Euro CDO 2019 DAC, Series 2019-69A, Class ER, 10/18/34 (3 mo. EURIBOR + 6.4%)

(d) (g)

EUR CDO

370

421

419

Dryden 79 Euro CDO 2020 DAC, Series 2020-79X, Class E, 6.8%, 1/18/34 (3 mo. EURIBOR + 6.8%)

(d)

EUR CDO

160

195

185

Dryden 89 Euro CLO 2020 DAC, Series 2020-89A, Class F, 10/18/34 (3 mo. EURIBOR + 8.8%)

(d) (g)

EUR CLO

250

282

281

Dryden 89 Euro CLO 2020 DAC, Series 2020-89A, Class E, 10/18/34 (3 mo. EURIBOR + 6.2%)

(d) (g)

EUR CLO

280

321

321

Elevation CLO 2013-1 Ltd., Series 2013-1A, Class D1R2, 7.8%, 8/15/32 (3 mo. LIBOR + 7.7%)

(d) (g)

USD CLO

$1,300

1,300

1,305

Elevation CLO 2016-5 Ltd., Series 2016-5A, Class ER, 6.5%, 10/25/31 (3 mo. LIBOR + 6.4%)

(d) (g)

USD CLO

515

487

489

Elevation CLO 2017-6 Ltd., Series 2017-6X, Class E, 6.7%, 7/15/29 (3 mo. LIBOR + 6.6%)

(d)

USD CLO

540

531

533

Elevation CLO 2017-7 Ltd., Series 2017-7A, Class D, 3.0%, 7/15/30 (3 mo. LIBOR + 2.9%)

(d) (g)

USD CLO

455

433

451

Elevation CLO 2017-8 Ltd., Series 2017-8A, Class D, 3.0%, 10/25/30 (3 mo. LIBOR + 2.9%)

(d) (g)

USD CLO

250

243

243

Elevation CLO 2021-14 Ltd., Series 2021-14A, Class D2, 5.1%, 10/20/34 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

630

622

622

Elmwood CLO VII Ltd., Series 2020-4A, Class E, 7.2%, 1/17/34 (3 mo. LIBOR + 7.1%)

(d) (g)

USD CLO

250

256

252

Erna Srl, Series 1, Class B, 3.6%, 7/25/31 (3 mo. EURIBOR + 3.6%)

(d)

Commercial MBS

438

500

507

Erna Srl, Series 1, Class A, 2.3%, 7/25/31 (3 mo. EURIBOR + 2.3%)

(d)

Commercial MBS

291

337

338

Euro-Galaxy VI CLO DAC, Series 2018-6X, Class E, 4.1%, 4/11/31 (3 mo. EURIBOR + 4.1%)

(d)

EUR CLO

750

835

828

Euro-Galaxy VII CLO DAC, Series 2019-7A, Class FR, 8.6%, 7/25/35 (3 mo. EURIBOR + 8.6%)

(d) (g)

EUR CLO

250

289

278

Fair Oaks Loan Funding I DAC, Series 1A, Class ER, 6.1%, 4/15/34 (3 mo. EURIBOR + 6.1%)

(d) (g)

EUR CLO

250

296

286

First Eagle Clarendon Fund CLO LLC, Series 2014-1A, Class E, 6.2%, 1/25/27 (3 mo. LIBOR + 6.1%)

(d) (g)

USD CLO

$1,000

1,000

1,000

Flagship CLO 2014-8 Ltd., Series 2014-8A, Class DR, 3.2%, 1/16/26 (3 mo. LIBOR + 3.1%)

(d) (g)

USD CLO

350

346

349

Galaxy XXIV CLO Ltd., Series 2017-24X, Class D, 2.6%, 1/15/31 (3 mo. LIBOR + 2.5%)

(d)

USD CLO

550

505

541

Galaxy XXVII CLO Ltd., Series 2018-27A, Class D, 2.9%, 5/16/31 (3 mo. LIBOR + 2.8%)

(d) (g)

USD CLO

250

230

249

Gallatin CLO IX 2018-1 Ltd., Series 2018-1A, Class E, 5.6%, 1/21/28 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

850

840

850

Gallatin CLO VIII 2017-1 Ltd., Series 2017-1A, Class E, 5.5%, 7/15/27 (3 mo. LIBOR + 5.4%)

(d) (g)

USD CLO

845

832

845

See notes to financial statements.

20

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

GAM FRR2 H Co.

(l) (q)

Financial Services

$3,109

$3,109

$3,060

Greywolf CLO III Ltd., Series 2020-3RA, Class DR, 7.0%, 4/15/33 (3 mo. LIBOR + 6.9%)

(d) (g)

USD CLO

365

366

365

Greywolf CLO V Ltd., Series 2015-1A, Class CR, 3.1%, 1/27/31 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

500

473

499

Harvest CLO IX DAC, Series 9A, Class FR, 6.7%, 2/15/30 (3 mo. EURIBOR + 6.7%)

(d) (g)

EUR CLO

250

272

271

Harvest CLO IX DAC, Series 9X, Class ER, 5.1%, 2/15/30 (3 mo. EURIBOR + 5.1%)

(d)

EUR CLO

455

491

499

Harvest CLO X DAC, Series 10X, Class E, 4.4%, 11/15/28 (3 mo. EURIBOR + 5.0%)

(d)

EUR CLO

117

139

135

Harvest CLO XII DAC, Series 12X, Class FR, 6.6%, 11/18/30 (3 mo. EURIBOR + 6.6%)

(d)

EUR CLO

175

176

192

Harvest CLO XIV DAC, Series 14X, Class F, 6.3%, 11/18/29 (3 mo. EURIBOR + 6.3%)

(d)

EUR CLO

215

254

239

Henley CLO VI DAC, Series 6A, Class E, 6/10/34 (3 mo. EURIBOR + 6.1%)

(d) (g)

EUR CLO

250

287

286

Henley CLO VI DAC, Series 6A, Class F, 6/10/34 (3 mo. EURIBOR + 8.8%)

(d) (g)

EUR CLO

250

282

281

Highbridge Loan Management 4-2014 Ltd., Series 4A-2014, Class CR, 2.7%, 1/28/30 (3 mo. LIBOR + 2.6%)

(d) (g)

USD CLO

$261

244

256

Highbridge Loan Management 7-2015 Ltd., Series 7A-2015, Class ER, 5.1%, 3/15/27 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

1,220

1,185

1,214

ICG US CLO 2015-1 Ltd., Series 2015-1A, Class DR, 5.9%, 10/19/28 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

250

245

245

ICG US CLO 2021-1 Ltd., Series 2021-1A, Class E, 6.5%, 4/17/34 (3 mo. LIBOR + 6.3%)

(d) (g)

USD CLO

325

326

323

Jamestown CLO Ltd., Series 2013-2A, Class DR, 5.6%, 4/22/30 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

1,230

1,201

1,212

Jamestown CLO V Ltd., Series 2014-5A, Class D, 3.9%, 1/17/27 (3 mo. LIBOR + 3.8%)

(d) (g)

USD CLO

815

812

815

Jamestown CLO X Ltd., Series 2017-10A, Class C, 3.8%, 7/17/29 (3 mo. LIBOR + 3.7%)

(d) (g)

USD CLO

250

245

250

Jamestown CLO XI Ltd., Series 2018-11A, Class D, 6.1%, 7/14/31 (3 mo. LIBOR + 6.0%)

(d) (g)

USD CLO

250

236

240

Jamestown CLO XI Ltd., Series 2018-11A, Class C, 3.4%, 7/14/31 (3 mo. LIBOR + 3.3%)

(d) (g)

USD CLO

750

730

750

Jamestown CLO XV Ltd., Series 2020-15A, Class E, 7.1%, 4/15/33 (3 mo. LIBOR + 7.0%)

(d) (g)

USD CLO

250

251

250

JFIN CLO 2012 Ltd., Series 2012-1A, Class DR, 6.6%, 7/20/28 (3 mo. LIBOR + 6.5%)

(d) (g)

USD CLO

700

693

694

JMP Credit Advisors CLO IV Ltd., Series 2017-1A, Class D, 4.3%, 7/17/29 (3 mo. LIBOR + 4.2%)

(d) (g)

USD CLO

610

598

609

Jubilee CLO 2014-XII B.V., Series 2014-12X, Class DR, 2.9%, 4/15/30 (3 mo. EURIBOR + 2.9%)

(d)

EUR CLO

155

175

179

Jubilee CLO 2015-XV B.V., Series 2015-15X, Class F, 5.4%, 7/12/28 (3 mo. EURIBOR + 6.0%)

(d)

USD CLO

$275

324

305

See notes to financial statements.

21

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Jubilee CLO 2015-XVI B.V., Series 2015-16X, Class F, 6.9%, 12/15/29 (3 mo. EURIBOR + 6.9%)

(d)

EUR CLO

250

$284

$268

Jubilee CLO 2017-XVIII B.V., Series 2017-18X, Class D, 3.1%, 1/15/30 (3 mo. EURIBOR + 3.1%)

(d)

EUR CLO

200

223

231

Kingsland IX Ltd., Series 2018-9A, Class DR, 3.3%, 4/28/31 (3 mo. LIBOR + 3.2%)

(d) (g)

USD CLO

$725

707

704

KKR CLO 13 Ltd., Series 13, Class ER, 5.1%, 1/16/28 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

370

369

369

KVK CLO 2013-1 Ltd., Series 2013-1A, Class ER, 6.1%, 1/14/28 (3 mo. LIBOR + 5.9%)

(d) (g)

USD CLO

500

497

502

KVK CLO 2018-1 Ltd., Series 2018-1A, Class E, 6.0%, 5/20/29 (3 mo. LIBOR + 5.9%)

(d) (g)

USD CLO

330

326

326

LCM XX LP, Series 20A, Class ER, 5.6%, 10/20/27 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

300

285

296

LCM XXI LP, Series 21A, Class ER, 5.9%, 4/20/28 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

570

546

568

Longfellow Place CLO Ltd., Series 2013-1A, Class DRR, 4.6%, 4/15/29 (3 mo. LIBOR + 4.5%)

(d) (g)

USD CLO

520

513

519

Madison Park Euro Funding XVI DAC, Series 16A, Class E, 6.0%, 5/25/34 (3 mo. EURIBOR + 6.0%)

(d) (g)

EUR CLO

300

352

334

Madison Park Funding X Ltd., Series 2012-10A, Class ER2, 6.5%, 1/20/29 (3 mo. LIBOR + 6.4%)

(d) (g)

USD CLO

$765

762

763

Madison Park Funding XI Ltd., Series 2013-11A, Class FR, 7.9%, 7/23/29 (3 mo. LIBOR + 7.8%)

(d) (g)

USD CLO

625

610

610

Madison Park Funding XI Ltd., Series 2013-11A, Class DR, 3.4%, 7/23/29 (3 mo. LIBOR + 3.3%)

(d) (g)

USD CLO

430

422

430

Madison Park Funding XI Ltd., Series 2013-11A, Class ER, 6.6%, 7/23/29 (3 mo. LIBOR + 6.5%)

(d) (g)

USD CLO

815

803

813

Madison Park Funding XIII Ltd., Series 2014-13A, Class ER, 5.9%, 4/19/30 (3 mo. LIBOR + 5.8%)

(d) (g)

USD CLO

250

242

246

Madison Park Funding XIX Ltd., Series 2015-19A, Class DR, 4.5%, 1/22/28 (3 mo. LIBOR + 4.4%)

(d) (g)

USD CLO

340

337

335

Madison Park Funding XIX Ltd., Series 2015-19A, Class ER, 6.2%, 1/22/28 (3 mo. LIBOR + 6.1%)

(d) (g)

USD CLO

250

234

245

Madison Park Funding XXIV Ltd., Series 2016-24X, Class ER, 7.3%, 10/20/29 (3 mo. LIBOR + 7.2%)

(d)

USD CLO

720

721

719

Madison Park Funding XXX Ltd., Series 2018-30A, Class E, 5.1%, 4/15/29 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

755

735

739

Madison Park Funding XXXII Ltd., Series 2018-32A, Class ER, 6.3%, 1/22/31 (3 mo. LIBOR + 6.2%)

(d) (g)

USD CLO

390

389

389

Man GLG Euro CLO III DAC, Series 3X, Class D, 3.3%, 10/15/30 (3 mo. EURIBOR + 3.3%)

(d)

EUR CLO

145

171

168

Man GLG US CLO, Series 2018-1A, Class CR, 3.2%, 4/22/30 (3 mo. LIBOR + 3.1%)

(d) (g)

USD CLO

$560

531

542

Marble Point CLO XI Ltd., Series 2017-2A, Class D, 2.9%, 12/18/30 (3 mo. LIBOR + 2.8%)

(d) (g)

USD CLO

250

233

234

Marble Point CLO XII Ltd., Series 2018-1A, Class D, 3.1%, 7/16/31 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

250

244

238

Marble Point CLO XXI Ltd., Series 2021-3A, Class D2, 5.1%, 10/17/34 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

470

464

465

See notes to financial statements.

22

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Midocean Credit CLO IX, Series 2018-9A, Class E, 6.2%, 7/20/31 (3 mo. LIBOR + 6.1%)

(d) (g)

USD CLO

$435

$418

$419

Midocean Credit CLO IX, Series 2018-9A, Class D, 3.4%, 7/20/31 (3 mo. LIBOR + 3.3%)

(d) (g)

USD CLO

250

245

245

Midocean Credit CLO V, Series 2016-5A, Class ER, 5.7%, 7/19/28 (3 mo. LIBOR + 5.6%)

(d) (g)

USD CLO

560

549

550

Midocean Credit CLO VII, Series 2017-7A, Class D, 4.0%, 7/15/29 (3 mo. LIBOR + 3.9%)

(d) (g)

USD CLO

340

336

339

Midocean Credit CLO VIII, Series 2018-8A, Class D, 3.0%, 2/20/31 (3 mo. LIBOR + 2.9%)

(d) (g)

USD CLO

250

235

248

Mitchells & Butlers Finance Plc, Series C1, 6.5%, 9/15/32

(h)

Retail

£746

1,173

1,145

Mitchells & Butlers Finance Plc, Series C2, 1.9%, 9/15/34 (3 mo. LIBOR GBP + 1.9%)

(d) (h)

Retail

972

1,127

1,121

Mitchells & Butlers Finance Plc, Series B2, 6.0%, 12/15/30

(h)

Retail

194

301

289

Mitchells & Butlers Finance Plc, Series D1, 2.2%, 6/15/36 (3 mo. LIBOR GBP + 2.1%)

(d) (h)

Retail

273

310

308

MKS CLO 2017-2 Ltd., Series 2017-2A, Class D, 2.8%, 1/20/31 (3 mo. LIBOR + 2.7%)

(d) (g)

USD CLO

$535

515

518

Mountain View CLO 2017-1 LLC, Series 2017-1A, Class D, 3.7%, 10/16/29 (3 mo. LIBOR + 3.6%)

(d) (g)

USD CLO

250

247

247

Mountain View CLO 2017-2 LLC, Series 2017-2X, Class E, 6.1%, 1/16/31 (3 mo. LIBOR + 6.0%)

(d)

USD CLO

250

233

233

MP CLO III Ltd., Series 2013-1A, Class DR, 3.2%, 10/20/30 (3 mo. LIBOR + 3.1%)

(d) (g)

USD CLO

250

245

239

MP CLO VII Ltd., Series 2015-1A, Class DRR, 3.1%, 10/18/28 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

250

250

246

Mulberry Street CDO II Ltd., Series 2A, Class A1W, 0.7%, 8/12/38 (6 mo. LIBOR + 0.6%)

(d) (g)

USD CDO

1,124

732

758

Nassau 2017-I Ltd., Series 2017-IA, Class C, 4.0%, 10/15/29 (3 mo. LIBOR + 3.9%)

(d) (g)

USD CLO

265

261

262

Neuberger Berman CLO XIV Ltd., Series 2013-14A, Class ER2, 6.9%, 1/28/30 (3 mo. LIBOR + 6.8%)

(d) (g)

USD CLO

605

605

606

Northwoods Capital 19 Euro DAC, Series 2019-19X, Class D, 4.0%, 11/25/33 (3 mo. EURIBOR + 4.0%)

(d)

EUR CLO

550

666

638

Northwoods Capital 19 Euro DAC, Series 2020-21A, Class FR, 8.6%, 7/22/34 (3 mo. EURIBOR + 8.6%)

(d) (g)

EUR CLO

345

405

384

Northwoods Capital 23 Euro DAC, Series 2021-23A, Class F, 8.5%, 3/15/34 (3 mo. EURIBOR + 8.5%)

(d) (g)

EUR CLO

250

281

285

OAK Hill European Credit Partners V Designated Activity Co., Series 2016-5X, Class D, 3.6%, 2/21/30 (3 mo. EURIBOR + 3.6%)

(d)

EUR CLO

110

129

127

OAK Hill European Credit Partners V Designated Activity Co., Series 2016-5X, Class E, 6.2%, 2/21/30 (3 mo. EURIBOR + 6.2%)

(d)

EUR CLO

145

163

166

OAK Hill European Credit Partners VI DAC, Series 2017-6X, Class E, 4.6%, 1/20/32 (3 mo. EURIBOR + 4.6%)

(d)

EUR CLO

120

140

132

Oaktree CLO 2015-1 Ltd., Series 2015-1A, Class DR, 5.3%, 10/20/27 (3 mo. LIBOR + 5.2%)

(d) (g)

USD CLO

$250

250

250

See notes to financial statements.

23

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

OCP CLO 2014-7 Ltd., Series 2014-7A, Class ERR, 8.1%, 7/20/29 (3 mo. LIBOR + 8.0%)

(d) (g)

USD CLO

$350

$335

$325

OCP CLO 2017-13 Ltd., Series 2017-13A, Class DR, 6.6%, 7/15/30 (3 mo. LIBOR + 6.5%)

(d) (g)

USD CLO

250

250

250

Octagon Investment Partners 18-R Ltd., Series 2018-18A, Class D, 5.6%, 4/16/31 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

510

492

488

Octagon Investment Partners XVII Ltd., Series 2013-1A, Class DR2, 2.6%, 1/25/31 (3 mo. LIBOR + 2.5%)

(d) (g)

USD CLO

505

492

490

OZLM Funding II Ltd., Series 2012-2A, Class DR2, 6.0%, 7/30/31 (3 mo. LIBOR + 5.9%)

(d) (g)

USD CLO

250

236

236

OZLM Funding IV Ltd., Series 2013-4A, Class CR, 3.5%, 10/22/30 (3 mo. LIBOR + 3.4%)

(d) (g)

USD CLO

250

244

248

OZLM VII Ltd., Series 2014-7RA, Class CR, 3.1%, 7/17/29 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

250

240

247

OZLM VIII Ltd., Series 2014-8A, Class DRR, 6.2%, 10/17/29 (3 mo. LIBOR + 6.1%)

(d) (g)

USD CLO

355

341

346

OZLM VIII Ltd., Series 2014-8A, Class CRR, 3.3%, 10/17/29 (3 mo. LIBOR + 3.2%)

(d) (g)

USD CLO

490

473

490

OZLM XIV Ltd., Series 2015-14A, Class DRR, 7.1%, 7/15/34 (3 mo. LIBOR + 7.0%)

(d) (g)

USD CLO

300

294

294

OZLM XIX Ltd., Series 2017-19A, Class C, 3.2%, 11/22/30 (3 mo. LIBOR + 3.1%)

(d) (g)

USD CLO

250

225

246

OZLM XVI Ltd., Series 2017-16A, Class C, 3.7%, 5/16/30 (3 mo. LIBOR + 3.6%)

(d) (g)

USD CLO

250

243

246

OZLM XX Ltd., Series 2018-20A, Class C, 3.1%, 4/20/31 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

515

497

502

Palmer Square European CLO 2021-1 DAC, Series 2021-1A, Class E, 5.7%, 4/15/34 (3 mo. EURIBOR + 5.7%)

(d) (g)

EUR CLO

250

295

286

Palmer Square Loan Funding 2019-2 Ltd., Series 2019-2A, Class D, 5.6%, 4/20/27 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

$250

231

251

Palmer Square Loan Funding 2020-4 Ltd., Series 2020-4A, Class E, 8.7%, 11/25/28 (3 mo. LIBOR + 8.6%)

(d) (g)

USD CLO

250

252

251

Palmer Square Loan Funding 2021-2 Ltd., Series 2021-2A, Class E, 7.6%, 5/20/29 (3 mo. LIBOR + 7.5%)

(d) (g)

USD CLO

250

250

250

Palmer Square Loan Funding 2021-3 Ltd., Series 2021-3A, Class E, 7.7%, 7/20/29 (3 mo. LIBOR + 7.5%)

(d) (g)

USD CLO

600

601

600

Parallel 2015-1 Ltd., Series 2015-1A, Class E, 5.3%, 7/20/27 (3 mo. LIBOR + 5.2%)

(d) (g)

USD CLO

755

741

744

Parallel 2017-1 Ltd., Series 2017-1A, Class DR, 3.2%, 7/20/29 (3 mo. LIBOR + 3.1%)

(d) (g)

USD CLO

530

513

521

Parallel 2018-1 Ltd., Series 2018-1A, Class C, 2.9%, 4/20/31 (3 mo. LIBOR + 2.8%)

(d) (g)

USD CLO

274

254

258

Parallel CLO Ltd., Series 2021-2A, Class D, 10/20/34 (3 mo. LIBOR + 7.2%)

(d) (g) (l)

USD CLO

420

412

412

See notes to financial statements.

24

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Penta CLO 2 B.V., Series 2015-2X, Class DRNE, 3.0%, 8/4/28 (6 mo. EURIBOR + 3.0%)

(d)

EUR CLO

290

$314

$335

Peterborough Progress Health Plc, 5.6%, 10/2/42

(h)

Healthcare-Services

£597

1,040

993

Pikes Peak CLO 5, Series 2020-5A, Class E, 6.8%, 4/20/33 (3 mo. LIBOR + 6.7%)

(d) (g)

USD CLO

$690

692

693

Preferred Term Securities XXIV Ltd./Preferred Term Securities XXIV, Inc., 0.5%, 3/22/37 (3 mo. LIBOR + 0.4%)

(d) (g)

Diversified Financial Services

430

337

357

Preferred Term Securities XXVI Ltd./Preferred Term Securities XXVI, Inc., 0.5%, 9/22/37 (3 mo. LIBOR + 0.4%)

(d) (g)

Diversified Financial Services

269

219

228

Romark WM-R Ltd., Series 2018-1A, Class D, 3.2%, 4/20/31 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

250

237

238

RR 12 Ltd., Series 2020-12A, Class DR2, 6.8%, 1/15/36 (3 mo. LIBOR + 6.7%)

(d) (g)

USD CLO

600

604

604

Shackleton 2013-III CLO Ltd., Series 2013-3A, Class DR, 3.1%, 7/15/30 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

435

418

425

Shackleton 2015-VIII CLO Ltd., Series 2015-8A, Class ER, 5.5%, 10/20/27 (3 mo. LIBOR + 5.3%)

(d) (g)

USD CLO

440

435

438

Shackleton 2017-XI CLO Ltd., Series 2017-11A, Class D, 3.8%, 8/15/30 (3 mo. LIBOR + 3.7%)

(d) (g)

USD CLO

250

248

247

Shackleton 2021-XVI CLO Ltd., Series 2021-16A, Class D2, 5.1%, 10/20/34 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CLO

1,220

1,202

1,206

Silvermore CLO Ltd., Series 2014-1A, Class C, 3.6%, 5/15/26 (3 mo. LIBOR + 3.5%)

(d) (g)

USD CLO

855

845

855

Smeralda SPV Srl, 5.3%, 12/22/34

(l)

EUR CLO

1,683

1,920

2,003

Smeralda SPV Srl, 1.0%, 12/22/33

EUR CLO

914

1,095

1,059

Sound Point CLO V-R Ltd., Series 2014-1RA, Class D, 3.2%, 7/18/31 (3 mo. LIBOR + 3.1%)

(d) (g)

USD CLO

$250

240

242

Sound Point CLO VIII-R Ltd., Series 2015-1RA, Class R2D2, 5.3%, 4/15/30 (3 mo. LIBOR + 5.2%)

(d) (g)

USD CLO

990

991

993

Sound Point CLO XII Ltd., Series 2016-2A, Class DR, 4.0%, 10/20/28 (3 mo. LIBOR + 3.9%)

(d) (g)

USD CLO

355

356

355

Sound Point CLO XIV Ltd., Series 2016-3A, Class E, 6.8%, 1/23/29 (3 mo. LIBOR + 6.7%)

(d) (g)

USD CLO

285

282

281

Sound Point CLO, Ltd., Series 2015-1RA, Class D1, 3.9%, 4/15/30 (3 mo. LIBOR + 3.8%)

(d) (g)

USD CLO

1,125

1,102

1,104

St Paul’s CLO III-R DAC, Series 3RX, Class CR, 1.6%, 1/15/32 (3 mo. EURIBOR + 1.6%)

(d)

EUR CLO

100

96

115

St Paul’s CLO IX DAC, Series 9X, Class E, 5.0%, 11/15/30 (3 mo. EURIBOR + 5.0%)

(d)

EUR CLO

535

613

598

St Paul’s CLO V DAC, Series 5A, Class FR, 6.6%, 8/20/30 (3 mo. EURIBOR + 6.6%)

(d) (g)

EUR CLO

535

621

591

St Paul’s CLO V DAC, Series 5X, Class DR, 3.0%, 2/20/30 (3 mo. EURIBOR + 3.0%)

(d)

EUR CLO

140

162

158

St Paul’s CLO XI DAC, Series 11X, Class E, 6.0%, 1/17/32 (3 mo. EURIBOR + 6.0%)

(d)

EUR CLO

250

268

285

Steele Creek CLO 2014-1 Ltd., Series 2014-1RA, Class D, 2.9%, 4/21/31 (3 mo. LIBOR + 2.8%)

(d) (g)

USD CLO

$1,330

1,277

1,278

See notes to financial statements.

25

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Steele Creek CLO 2017-1 Ltd., Series 2017-1A, Class D, 3.0%, 10/15/30 (3 mo. LIBOR + 2.9%)

(d) (g)

USD CLO

$250

$247

$239

Symphony CLO XIV Ltd., Series 2014-14A, Class E, 4.7%, 7/14/26 (3 mo. LIBOR + 4.6%)

(d) (g)

USD CLO

250

244

249

Symphony CLO XIX Ltd., Series 2018-19A, Class E, 5.3%, 4/16/31 (3 mo. LIBOR + 5.2%)

(d) (g)

USD CLO

250

239

239

Symphony CLO XIX Ltd., Series 2018-19X, Class E, 5.3%, 4/16/31 (3 mo. LIBOR + 5.2%)

(d)

USD CLO

250

236

241

Symphony CLO XIX Ltd., Series 2018-19A, Class D, 2.7%, 4/16/31 (3 mo. LIBOR + 2.6%)

(d) (g)

USD CLO

250

248

247

Symphony CLO XVII Ltd., Series 2016-17A, Class ER, 5.7%, 4/15/28 (3 mo. LIBOR + 5.6%)

(d) (g)

USD CLO

910

898

906

Symphony CLO XXII Ltd., Series 2020-22X, Class E, 6.4%, 4/18/33 (3 mo. LIBOR + 6.3%)

(d)

USD CLO

890

894

891

TCW CLO 2019-2 Ltd., Series 2019-2A, Class E, 7.5%, 10/20/32 (3 mo. LIBOR + 7.4%)

(d) (g)

USD CLO

265

265

265

THL Credit Wind River 2013-2 CLO Ltd., Series 2013-2A, Class DR, 3.1%, 10/18/30 (3 mo. LIBOR + 3.0%)

(d) (g)

USD CLO

250

238

241

TICP CLO III-2 Ltd., Series 2018-3R, Class E, 6.0%, 4/20/28 (3 mo. LIBOR + 5.9%)

(d) (g)

USD CLO

250

243

243

Tikehau CLO II B.V., Series 2A, Class ER, 6.3%, 9/7/35 (3 mo. EURIBOR + 6.3%)

(d) (g)

EUR CLO

250

283

283

Toro European CLO 5 DAC, Series 5X, Class E, 4.2%, 10/15/30 (3 mo. EURIBOR + 4.2%)

(d)

EUR CLO

250

272

271

Toro European CLO 7 DAC, Series 7A, Class D, 4.5%, 2/15/34 (3 mo. EURIBOR + 4.5%)

(d) (g)

EUR CLO

595

709

691

Treman Park CLO Ltd., Series 2015-1A, Class FRR, 7.5%, 10/20/28 (3 mo. LIBOR + 7.4%)

(d) (g)

USD CLO

$250

243

249

Treman Park CLO Ltd., Series 2015-1A, Class ERR, 5.6%, 10/20/28 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

1,710

1,704

1,709

Trinitas CLO V Ltd., Series 2016-5A, Class E, 7.5%, 10/25/28 (3 mo. LIBOR + 7.4%)

(d) (g)

USD CLO

615

616

616

Trinitas CLO VII Ltd., Series 2017-7A, Class D, 3.6%, 1/25/31 (3 mo. LIBOR + 3.5%)

(d) (g)

USD CLO

500

459

499

Unique Pub Finance Co. Plc, Series A4, 5.7%, 6/30/27

(h)

Real Estate

£1,263

1,927

1,952

Unique Pub Finance Co. Plc, Series N, 6.5%, 3/30/32

(h)

Real Estate

700

871

1,155

Unique Pub Finance Co. Plc, Series M, 7.4%, 3/28/24

(h)

Real Estate

510

721

738

Venture 22 CLO Ltd., Series 2015-22A, Class DR, 2.9%, 1/15/31 (3 mo. LIBOR + 2.8%)

(d) (g)

USD CLO

$685

651

654

Venture 44 CLO Ltd., Series 2021-44A, Class D2, 5.1%, 10/20/34 (3 mo. LIBOR + 5.0%)

(d) (g)

USD CDO

630

624

625

Venture CDO Ltd., Series 2016-25A, Class D2, 4.3%, 4/20/29 (3 mo. LIBOR + 4.2%)

(d) (g)

USD CDO

135

135

135

Venture XXII CLO Ltd., Series 2015-22X, Class DR, 2.9%, 1/15/31 (3 mo. LIBOR + 2.8%)

(d)

USD CLO

250

238

239

Venture XXIII CLO Ltd., Series 2016-23A, Class D2R2, 5.2%, 7/19/34 (3 mo. LIBOR + 5.1%)

(d) (g)

USD CLO

540

533

534

See notes to financial statements.

26

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Venture XXIV CDO Ltd., Series 2016-24A, Class D2, 4.2%, 10/20/28 (3 mo. LIBOR + 4.1%)

(d) (g)

USD CDO

$530

$523

$527

Venture XXIX CLO Ltd., Series 2017-29A, Class D, 4.0%, 9/7/30 (3 mo. LIBOR + 3.9%)

(d) (g)

USD CLO

260

254

258

Vibrant CLO VI Ltd., Series 2017-6A, Class D, 4.0%, 6/20/29 (3 mo. LIBOR + 3.9%)

(d) (g)

USD CLO

250

248

249

Vibrant CLO VII Ltd., Series 2017-7A, Class C, 3.7%, 9/15/30 (3 mo. LIBOR + 3.6%)

(d) (g)

USD CLO

250

245

246

Vibrant CLO XII Ltd., Series 2021-12X, Class D, 7.2%, 1/20/34 (3 mo. LIBOR + 7.1%)

(d)

USD CLO

415

411

411

Vibrant CLO XIII Ltd., Series 2021-13A, Class D, 7.2%, 7/15/34 (3 mo. LIBOR + 7.1%)

(d) (g)

USD CLO

250

247

248

Vibrant CLO XIV Ltd., Series 2021-14A, Class D, 7.0%, 10/20/34 (3 mo. LIBOR + 6.9%)

(d) (g)

USD CLO

350

344

344

Voya CLO 2014-2 Ltd., Series 2014-2A, Class CR, 3.7%, 4/17/30 (3 mo. LIBOR + 3.6%)

(d) (g)

USD CLO

250

245

243

Voya CLO 2016-4 Ltd., Series 2016-4A, Class E2, 6.8%, 7/20/29 (3 mo. LIBOR + 6.7%)

(d) (g)

USD CLO

275

272

271

Wellfleet CLO 2017-1 Ltd., Series 2017-1A, Class D, 6.2%, 4/20/29 (3 mo. LIBOR + 6.1%)

(d) (g)

USD CLO

685

673

673

Whitebox CLO II Ltd., Series 2020-2A, Class ER, 10/24/34 (3 mo. LIBOR + 7.1%)

(d) (g) (l)

USD CLO

295

292

292

Wind River 2013-1 CLO Ltd., Series 2013-1A, Class DR, 6.4%, 7/20/30 (3 mo. LIBOR + 6.3%)

(d) (g)

USD CLO

595

575

577

Wind River 2016-1 CLO Ltd., Series 2016-1A, Class ER, 5.7%, 7/15/28 (3 mo. LIBOR + 5.6%)

(d) (g)

USD CLO

2,250

2,217

2,251

Wind River 2016-1K CLO Ltd., Series 2016-1KRA, Class D2R2, 5.2%, 10/15/34 (3 mo. LIBOR + 5.1%)

(d) (g)

USD CLO

915

904

915

Z Capital Credit Partners CLO 2015-1 Ltd., Series 2015-1A, Class DR, 3.2%, 7/16/27 (3 mo. LIBOR + 3.1%)

(d) (g)

USD CLO

550

539

549

Zais CLO 2 Ltd., Series 2014-2A, Class D, 5.6%, 7/25/26 (3 mo. LIBOR + 5.5%)

(d) (g)

USD CLO

1,200

1,191

1,198

Zais CLO 5 Ltd., Series 2016-2A, Class C, 4.6%, 10/15/28 (3 mo. LIBOR + 4.5%)

(d) (g)

USD CLO

510

500

503

Total Collateralized Loan Obligation / Structured Credit

140,983

141,962

Convertible Bonds—3.0%

Colony Capital, Inc., 5.0% Floor, 4/15/23

(h)

Real Estate Investment Trusts

3,110

3,058

3,216

Liberty Interactive LLC, 4.0% Floor, 11/15/29

(h)

Telecommunications

4,602

3,544

3,564

Liberty Interactive LLC, 3.8% Floor, 2/15/30

(h)

Telecommunications

1,158

866

896

Liberty Latin America Ltd., 2.0% Floor, 7/15/24

(h)

Media Entertainment

5,500

5,641

5,524

Total Convertible Bonds

13,109

13,200

See notes to financial statements.

27

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

 

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Municipal Bonds—1.7%

City of Detroit MI, COPs, Taxable, 4.8%, 6/15/20

(h) (i) (j)

$249

$186

$208

City of Detroit MI, COPs, Taxable, 4.9%, 6/15/25

(h) (i) (j)

867

649

726

Puerto Rico Electric Power Authority, 10.0%, 1/1/21

(h) (i) (j)

69

61

71

Puerto Rico Electric Power Authority, 10.0%, 7/1/21

(h) (i) (j)

69

63

71

Puerto Rico Electric Power Authority, 10.0%, 1/1/22

(h) (i) (j)

18

16

19

Puerto Rico Electric Power Authority, 10.0%, 7/1/22

(h) (i) (j)

18

16

19

Puerto Rico Electric Power Authority, Series ZZ-RSA-1, 5.3%, 7/1/19

(i) (j)

10

6

10

Puerto Rico Electric Power Authority, Series DDD-RSA-1, 5.0%, 7/1/20

(i) (j)

110

72

107

Puerto Rico Electric Power Authority, Series TT-RSA-1, 5.0%, 7/1/21

(i) (j)

5

3

5

Puerto Rico Electric Power Authority, Series DDD-RSA-1, 5.0%, 7/1/21

(i) (j)

60

39

59

Puerto Rico Electric Power Authority, 5.3%, 7/1/22

(i) (j)

55

35

54

Puerto Rico Electric Power Authority, Series DDD-RSA-1, 3.8%, 7/1/22

(i) (j)

5

3

5

Puerto Rico Electric Power Authority, Series UU-RSA-1, 0.8%, 7/1/25

(i) (j) (m)

25

18

23

Puerto Rico Electric Power Authority, Series ZZ-RSA-1, 5.3%, 7/1/26

(h) (i) (j)

355

274

349

Puerto Rico Electric Power Authority, Series TT-RSA-1, 5.0%, 7/1/20

(h) (i) (j)

5

4

5

Puerto Rico Electric Power Authority, Series DDD-RSA-1, 5.0%, 7/1/19

(i) (j)

10

8

10

Puerto Rico Electric Power Authority, Series UU-RSA-1, 1.0%, 7/1/20

(h) (i) (j) (m)

110

84

99

Puerto Rico Electric Power Authority, Series VV-RSA-1, 5.5%, 7/1/20

(h) (i) (j)

15

12

15

Puerto Rico Electric Power Authority, Series ZZ-RSA-1, 5.3%, 7/1/24

(h) (i) (j)

5

4

5

Puerto Rico Electric Power Authority, 5.0%, 7/1/25

(h) (i) (j)

5

4

5

Puerto Rico Electric Power Authority, 5.0%, 7/1/28

(h) (i) (j)

25

20

24

Puerto Rico Electric Power Authority, 5.3%, 7/1/40

(h) (i) (j)

210

152

207

Puerto Rico Electric Power Authority, Series ZZ-RSA-1, 5.0%, 7/1/17

(h) (i) (j)

15

11

15

Puerto Rico Electric Power Authority, Series UU-RSA-1, 1.0%, 7/1/17

(i) (j) (m)

15

10

13

Puerto Rico Electric Power Authority, Series UU-RSA-1, 1.0%, 7/1/18

(h) (i) (j) (m)

15

10

13

Puerto Rico Electric Power Authority, Series TT, 5.0%, 7/1/23

(h) (i) (j)

25

20

23

Puerto Rico Electric Power Authority, Series TT, 5.0%, 7/1/24

(h) (i) (j)

20

16

19

Puerto Rico Electric Power Authority, Series TT, 5.0%, 7/1/32

(h) (i) (j)

120

94

112

See notes to financial statements.

28

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

 

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Puerto Rico Electric Power Authority, Series TT, 5.0%, 7/1/37

(h) (i) (j)

$150

$122

$139

Puerto Rico Electric Power Authority, 5.5%, 7/1/21

(h) (i) (j)

45

41

42

Puerto Rico Electric Power Authority, Series ZZ, 5.3%, 7/1/26

(h) (i) (j)

20

16

19

Puerto Rico Electric Power Authority, 5.3%, 7/1/27

(h) (i) (j)

145

108

143

Puerto Rico Electric Power Authority, 5.0%, 7/1/42

(h) (i) (j)

10

7

9

Puerto Rico Electric Power Authority, Series NN, 5.5%, 7/1/20

(h) (i) (j)

30

30

28

Puerto Rico Electric Power Authority, Series ZZ, 5.3%, 7/1/25

(h) (i) (j)

5

4

5

Puerto Rico Electric Power Authority, 5.3%, 7/1/27

(i) (j)

325

212

320

Puerto Rico Electric Power Authority, 5.3%, 7/1/28

(h) (i) (j)

30

20

30

Puerto Rico Electric Power Authority, Series EEE-RSA-1, 6.0%, 7/1/30

(i) (j)

25

16

24

Puerto Rico Electric Power Authority, Series UU-RSA-1, 0.8%, 7/1/31 (3 mo. LIBOR*0.67 + 0.7%)

(d) (h) (i) (j)

110

79

101

Puerto Rico Electric Power Authority, Series TT-RSA-1, 5.0%, 7/1/32

(h) (i) (j)

60

46

59

Puerto Rico Electric Power Authority, 5.3%, 7/1/31

(i) (j)

120

78

118

Puerto Rico Electric Power Authority, 6.8%, 7/1/36

(h) (i) (j)

445

330

448

Puerto Rico Electric Power Authority, 5.5%, 7/1/38

(i) (j)

200

127

197

Puerto Rico Electric Power Authority, 5.3%, 7/1/35

(i) (j)

15

10

15

Puerto Rico Electric Power Authority, 7.0%, 7/1/43

(i) (j)

80

53

81

Puerto Rico Electric Power Authority, 5.5%, 7/1/38

(h) (i) (j)

15

10

14

Puerto Rico Electric Power Authority, 5.3%, 7/1/27

(h) (i) (j)

30

21

28

Puerto Rico Electric Power Authority, 5.4%, 7/1/28

(h) (i) (j)

1,690

1,269

1,616

Puerto Rico Electric Power Authority, 5.0%, 7/1/29

(h) (i) (j)

440

298

431

Puerto Rico Electric Power Authority, 10.0%, 7/1/19

(h) (i) (j)

10

8

10

Puerto Rico Electric Power Authority, 10.0%, 7/1/19

(h) (i) (j)

10

8

10

Puerto Rico Electric Power Authority, 5.4%, 1/1/18

(h) (i) (j)

30

23

28

Puerto Rico Electric Power Authority, 5.4%, 7/1/18

(h) (i) (j)

20

16

19

Puerto Rico Electric Power Authority, Series YY-RSA-1, 6.1%, 7/1/40

(i) (j)

195

122

189

Puerto Rico Electric Power Authority, Series EEE-RSA-1, 6.3%, 7/1/40

(i) (j)

5

3

5

Puerto Rico Electric Power Authority, 5.3%, 7/1/33

(h) (i) (j)

465

369

457

Puerto Rico Electric Power Authority, 5.1%, 7/1/42

(h) (i) (j)

15

11

14

Puerto Rico Electric Power Authority, 5.4%, 1/1/20

(h) (i) (j)

5

4

5

Puerto Rico Electric Power Authority, Series TT-RSA-1, 5.0%, 7/1/25

(h) (i) (j)

80

66

78

Puerto Rico Electric Power Authority, 5.3%, 7/1/26

(i) (j)

160

104

157

Puerto Rico Electric Power Authority, Series TT-RSA-1, 5.0%, 7/1/27

(h) (i) (j)

35

27

34

Puerto Rico Highway & Transportation Auth., Series N, 5.3%, 7/1/39

(h) (i) (j)

575

519

533

Total Municipal Bonds

6,067

7,697

See notes to financial statements.

29

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Principal Amount(b)

 

Amortized Cost

 

Fair
Value
(c)

Emerging Markets Debt—4.2%

Argentine Republic Government International Bond, 0.8%, 7/9/46

(h)

Sovereign

158

$66

$55

Argentine Republic Government International Bond, 0.1%, 7/9/30

(h)

Sovereign

1,816

863

724

Argentine Republic Government International Bond, 1.1%, 7/9/35

(h)

Sovereign

$1,263

489

391

Argentine Republic Government International Bond, 2.0%, 1/9/38

(h)

Sovereign

251

121

92

Argentine Republic Government International Bond, 1.1%, 7/9/46

Sovereign

704

321

224

Argentine Republic Government International Bond, 1.5%, 7/9/41

(h)

Sovereign

27

12

10

Argentine Republic Government International Bond, 0.5%, 7/9/30

(h)

Sovereign

$987

474

339

Argentine Republic Government International Bond, 1.5%, 1/9/38

(h)

Sovereign

23

12

9

Ecuador Social Bond Sarl, 0.0%, 1/30/35

(h) (n)

Sovereign

$421

342

335

Egypt Government International Bond, 4.8%, 4/11/25

(h)

Sovereign

1,028

1,250

1,194

Egypt Government International Bond, 3.9%, 2/16/26

(g)

Sovereign

$240

240

224

Egypt Government International Bond, 5.6%, 4/16/30

(h)

Sovereign

560

674

598

Nigeria Government International Bond, 6.1%, 9/28/28

(g) (h)

Sovereign

$1,470

1,466

1,462

Petroleos Mexicanos, 6.5%, 3/13/27

(h)

Oil & Gas

2,443

2,527

2,608

Petroleos Mexicanos, 6.8%, 1/23/30

(h)

Oil & Gas

7,793

7,706

8,163

Petroleos Mexicanos, 6.9%, 10/16/25

(h)

Oil & Gas

355

389

388

Petroleos Mexicanos, 6.5%, 1/23/27

(h)

Oil & Gas

279

299

297

Provincia de Buenos Aires/Government Bond, 2.5%, 9/1/37

(h)

Provincial

9

4

4

Provincia de Buenos Aires/Government Bond, 3.9%, 9/1/37

(h)

Provincial

$914

437

406

Provincia de Buenos Aires/Government Bond, 3.5%, 9/1/37

Provincial

1,753

675

696

Provincia de Buenos Aires/Government Bond, 2.9%, 9/1/37

Provincial

250

131

114

Provincia de Buenos Aires/Government Bond, 3.5%, 9/1/37

(g) (h)

Provincial

$21

8

8

Provincia de Buenos Aires/Government Bond, 2.0%, 9/1/37

(h)

Provincial

31

12

11

Russian Federal Bond - OFZ, 7.7%, 3/16/39

Sovereign

20,530

287

282

Russian Federal Bond - OFZ, 6.7%, 3/14/29

Sovereign

21,595

286

280

Total Emerging Markets Debt

19,091

18,914

Portfolio Company(a)

 

Footnotes

Industry

 

Number of Shares

 

Cost(b)

 

Fair
Value
(c)

Preferred Equity—0.7%

Hertz Global Holdings, Inc.

(e)

Transportation

1,502

1,706

1,761

Verscend Technologies, Inc., 12.3% PIK

(j) (l)

Commercial Services

200

194

209

WESCO International, Inc., 10.6%

(h) (k)

Distribution/Wholesale

36,125

1,117

1,134

Total Preferred Equity

3,017

3,104

See notes to financial statements.

30

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Portfolio Company(a)

 

Footnotes

Industry

 

Number of Shares

 

Cost(b)

 

Fair
Value
(c)

Common Equity—1.3%

Aquadrill, LLC

(j)

Oil & Gas

6,967

$199

$240

ATD New Holdings, Inc.

(j)

Commercial Services

2,946

54

206

California Resources Corp.

(j)

Oil & Gas

7,871

96

363

California Resources Corp., Warrants

(j)

Oil & Gas

1,064

4

17

Frontier Communications, Inc.

(h) (j)

Telecommunications

19,813

487

614

Hexion Holdings Corp., Class B

(h) (j)

Chemicals

16,059

199

369

Hexion Holdings Corp., Warrants

(j)

Chemicals

19,202

253

451

Noble Corp.

(j)

Oil & Gas

11,726

159

324

Quorum Health Corp.

(j) (l)

Healthcare-Services

48,950

492

500

Quorum Litigation Trust, Initial Funding

(j) (l)

Healthcare-Services

157,000

Quorum Litigation Trust, Units

(j) (l)

Healthcare-Services

2,399

2

2

Solocal Group

(j)

Internet

492,144

1,566

743

Superior Energy Equity New 144A

(g) (j)

Oil & Gas

1,228

2

56

Superior Energy Equity New Sec 1145

(j)

Oil & Gas

26,438

676

1,196

UTEX Industries Inc.

(j)

Miscellaneous Manufacturing

8,041

240

402

UTEX Industries Inc., Warrants

(j) (l)

Miscellaneous Manufacturing

2,245

2

10

Valaris, Ltd.

(h) (j)

Oil & Gas

551

8

20

Total Common Equity

4,439

5,513

TOTAL INVESTMENTS—112.7%

$495,332

504,478

LIABILITIES IN EXCESS OF OTHER ASSETS—(12.7)%(o)

(56,952

)

NET ASSETS—100.0%

$447,526

Reverse Repurchase Agreements—(0.5)%

Counterparty

Agreement Type

 

Interest Rate

 

Trade Date

 

Principal
Value
(c)

 

Principal
Value Including Accrued Interest

 

Underlying Collateral Type

Royal Bank of Canada

Open Repurchase Agreement

0.8%

10/29/21

$(2,280)

$(2,280)

Unsecured
Bond

Investments Sold Short

Portfolio Company(a)

 

 

Industry

 

Principal Amount(b)

 

Proceeds

 

Fair
Value
(c)

U.S. Treasury Sold Short—(0.1)%

U.S. Treasury Bond, 1.3%, 5/15/2050

Sovereign

$(346

)

$(323

)

$(293

)

U.S. Treasury Note, 0.6%, 8/15/2030

Sovereign

(196

)

(192

)

(182

)

Total U.S. Treasury Sold Short

(515

)

(475

)

Total Investments Sold Short

$(515

)

$(475

)

See notes to financial statements.

31

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Forward Foreign Currency Exchange Contracts

Counterparty

 

Contract Settlement
Date

 

Currency and Amount
to be Received

 

Currency and Amount to be Delivered

 

Unrealized
Appreciation

 

Unrealized
Depreciation

BNP Paribas

12/15/21

USD

730

EUR

617

$16

$

JPMorgan Chase Bank, N.A.

12/15/21

EUR

278

USD

329

7

JPMorgan Chase Bank, N.A.

12/15/21

EUR

2,083

USD

2,463

53

JPMorgan Chase Bank, N.A.

12/15/21

EUR

669

USD

787

13

JPMorgan Chase Bank, N.A.

12/15/21

EUR

2,960

USD

3,593

167

JPMorgan Chase Bank, N.A.

12/15/21

GBP

455

USD

621

1

JPMorgan Chase Bank, N.A.

12/15/21

MXN

8,225

USD

404

7

JPMorgan Chase Bank, N.A.

12/15/21

USD

650

EUR

559

3

JPMorgan Chase Bank, N.A.

12/15/21

USD

515

EUR

435

11

JPMorgan Chase Bank, N.A.

12/15/21

USD

650

EUR

549

15

JPMorgan Chase Bank, N.A.

12/15/21

USD

715

EUR

607

13

JPMorgan Chase Bank, N.A.

12/15/21

USD

398

EUR

325

22

JPMorgan Chase Bank, N.A.

12/15/21

USD

423

EUR

345

24

JPMorgan Chase Bank, N.A.

12/15/21

USD

2,890

EUR

2,443

63

JPMorgan Chase Bank, N.A.

12/15/21

USD

535

EUR

450

14

JPMorgan Chase Bank, N.A.

12/15/21

USD

392

GBP

285

2

JPMorgan Chase Bank, N.A.

12/15/21

USD

335

GBP

236

12

JPMorgan Chase Bank, N.A.

12/15/21

USD

945

GBP

666

33

JPMorgan Chase Bank, N.A.

12/15/21

USD

275

GBP

194

10

JPMorgan Chase Bank, N.A.

12/15/21

USD

401

MXN

8,225

4

State Street Bank and Trust Company

12/15/21

EUR

1,495

USD

1,780

50

State Street Bank and Trust Company

12/15/21

GBP

554

USD

763

5

State Street Bank and Trust Company

12/15/21

GBP

753

USD

1,037

6

State Street Bank and Trust Company

12/15/21

USD

1,016

CHF

938

9

State Street Bank and Trust Company

12/15/21

USD

1,064

EUR

914

6

State Street Bank and Trust Company

12/15/21

USD

552

EUR

450

31

State Street Bank and Trust Company

12/15/21

USD

773

EUR

631

43

State Street Bank and Trust Company

12/15/21

USD

1,070

EUR

873

60

State Street Bank and Trust Company

12/15/21

USD

3,425

EUR

2,794

191

State Street Bank and Trust Company

12/15/21

USD

640

GBP

464

5

State Street Bank and Trust Company

12/15/21

USD

885

GBP

642

6

State Street Bank and Trust Company

12/15/21

USD

348

GBP

245

12

State Street Bank and Trust Company

12/15/21

USD

235

GBP

166

8

State Street Bank and Trust Company

12/15/21

USD

4,088

GBP

2,882

144

State Street Bank and Trust Company

12/15/21

USD

230

GBP

162

8

State Street Bank and Trust Company

12/15/21

USD

650

GBP

459

22

Total Forward Foreign Currency Exchange Contracts

$779

$317

See notes to financial statements.

32

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Futures Contracts

Description

 

Number of Contracts

 

Position

 

Expiration
Date

 

Notional
Amount

 

Unrealized
Appreciation

Unrealized
Depreciation

Euro-Bund

3

Short

12/8/21

612

$17

$

Long Gilt

8

Short

12/29/21

1,416

42

U.S. Treasury 5-Year Note

27

Short

12/31/21

3,331

44

Total Short Futures

$103

$

Interest Rate Swaps

Counterparty

 

Fund Pays

 

Fund Receives

 

Notional
Amount

 

Expiration Date

 

Periodic Payment Frequency

 

Fair
Value
(c)

 

Unrealized Appreciation

 

Unrealized Depreciation

Goldman Sachs International

1.37%

3 Month LIBOR

USD 259

9/12/28

Semi-Annually

$

$

$

Goldman Sachs International(l)

(0.01%)

ESTRON

EUR 803

11/8/31

Annually

Goldman Sachs International(l)

1.39%

3 Month LIBOR

USD 1,246

4/20/27

Semi-Annually

Goldman Sachs International

1.06%

3 Month LIBOR

USD 357

9/12/26

Semi-Annually

2

2

Goldman Sachs International

1.16%

3 Month LIBOR

USD 217

8/19/28

Semi-Annually

3

3

Goldman Sachs International

1.48%

3 Month LIBOR

USD 157

8/19/31

Semi-Annually

1

1

Goldman Sachs International

1.64%

3 Month LIBOR

USD 187

9/12/31

Semi-Annually

(2)

2

Goldman Sachs International

1.90%

3 Month LIBOR

USD 62

8/19/51

Semi-Annually

(3)

3

Goldman Sachs International

1.98%

3 Month LIBOR

USD 75

9/12/51

Semi-Annually

(5)

5

Goldman Sachs International

0.83%

3 Month LIBOR

USD 301

8/19/26

Semi-Annually

5

5

Goldman Sachs International

0.80%

12 Month SONIA

GBP 843

7/12/31

Annually

56

56

Total Interest Rate Swaps

$57

$67

$10

See notes to financial statements.

33

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Cross-Currency Swaps

Counterparty

 

Fund Pays

 

Fund Receives

 

Notional
Amount of
Currency
Delivered

 

Notional
Amount of
Currency
Received

 

Expiration Date

 

Periodic
Payment
Frequency

 

Fair
Value
(c)

 

Unrealized Appreciation

Unrealized Depreciation

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.0775%)

3 Month LIBOR

EUR 4,796

USD 5,668

10/26/22

Quarterly

$119

$119

$

JPMorgan Chase Bank, N.A.

3 Month GBP LIBOR plus a spread of 0.01%

3 Month LIBOR

GBP 1,658

USD 2,167

10/29/22

Quarterly

(104

)

104

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.33375%)

3 Month LIBOR

EUR 347

USD 418

1/26/23

Quarterly

18

18

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.33375%)

3 Month LIBOR

EUR 1,209

USD 1,455

1/26/23

Quarterly

61

61

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.07%)

3 Month LIBOR

EUR 1,561

USD 1,842

11/16/22

Quarterly

39

39

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.0175%)

3 Month LIBOR

GBP 2,228

USD 3,103

3/12/23

Quarterly

74

74

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.085%)

3 Month LIBOR

EUR 1,744

USD 2,077

3/23/23

Quarterly

61

61

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.195%)

3 Month LIBOR

EUR 794

USD 914

10/5/23

Quarterly

(2)

2

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.2335%)

3 Month LIBOR

EUR 464

USD 541

6/1/23

Quarterly

5

5

See notes to financial statements.

34

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Counterparty

 

Fund Pays

 

Fund Receives

 

Notional
Amount of
Currency
Delivered

 

Notional
Amount of
Currency
Received

 

Expiration Date

 

Periodic
Payment
Frequency

 

Fair
Value
(c)

 

Unrealized Appreciation

Unrealized Depreciation

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.16375%)

3 Month LIBOR

EUR 4,212

USD 4,909

7/20/23

Quarterly

$43

$43

$

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.0677%)

3 Month LIBOR

EUR 4,618

USD 5,472

7/6/23

Quarterly

130

130

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.19%)

3 Month LIBOR

EUR 720

USD 818

8/20/23

Quarterly

(13

)

13

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.92625%)

3 Month LIBOR

EUR 8,280

USD 10,075

1/13/23

Quarterly

508

508

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.11%)

3 Month LIBOR

EUR 5,456

USD 6,025

11/12/21

Quarterly

(271

)

271

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.1435%)

3 Month LIBOR

EUR 1,977

USD 2,249

12/3/23

Quarterly

(33

)

33

JPMorgan Chase Bank, N.A.

3 Month EURIBOR plus a spread of (0.075%)

3 Month LIBOR

EUR 1,199

USD 1,407

8/13/23

Quarterly

20

20

Total Cross-Currency Swaps

$655

$1,078

$423

See notes to financial statements.

35

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Total Return Debt Swaps(l)

Counterparty

 

Fund Pays

 

Fund Receives

 

Notional
Amount

 

Expiration Date

 

Periodic
Payment
Frequency

 

Fair
Value
(c)

 

Unrealized Appreciation

 

Unrealized Depreciation

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.30%

San Antonio Housing Finance Corporation Multifamily Housing Revenue Bonds (Artisan at Salado Heights, 5.80%, 5/1/50), Series 2006

USD 700

12/1/23

Monthly

$17

$17

$

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.30%

City of Los Angeles Multifamily Housing Revenue Bonds (Windward Preservation Apartments, 5.85%, 10/1/44), Series 2006C

USD 403

6/1/23

Monthly

12

12

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

Texas Department of Housing and Community Affairs Multifamily Housing Revenue Bonds (Santora Villas Apartments, 5.80%, 5/1/47), Series 2007

USD 619

6/1/23

Monthly

7

7

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.30%

Sacramento Housing Authority Multifamily Revenue Bonds (Willow Glen Apartments, 5.75%, 4/1/56), Series 2007F

USD 247

6/1/23

Monthly

1

1

See notes to financial statements.

36

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Counterparty

 

Fund Pays

 

Fund Receives

 

Notional
Amount

 

Expiration Date

 

Periodic
Payment
Frequency

 

Fair
Value
(c)

 

Unrealized Appreciation

 

Unrealized Depreciation

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

Louisiana Housing Finance Agency Multifamily Housing Revenue Bonds (The Crossings Apartments, 6.15%, 5/1/48) Series 2006

USD 374

6/1/23

Monthly

$

$

$

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

California Statewide Communities Development Authority Multifamily Housing Revenue Bonds (Parkview Senior Apartments Project, 5.75%, 2/1/49), Series 2005U

USD 178

9/1/22

Monthly

(2)

2

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.30%

California Statewide Communities Development Authority Multifamily Housing Revenue Bonds (La Mission Village Apartments Project, 5.75%, 5/1/49), Series 2006Q

USD 223

6/1/23

Monthly

(2)

2

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

District of Columbia Housing Finance Agency Multifamily Housing Revenue Bonds (Carver Apartments Project, 5.88%, 10/1/49), Series 2006

USD 369

6/1/23

Monthly

(3)

3

See notes to financial statements.

37

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Counterparty

 

Fund Pays

 

Fund Receives

 

Notional
Amount

 

Expiration Date

 

Periodic
Payment
Frequency

 

Fair
Value
(c)

 

Unrealized Appreciation

 

Unrealized Depreciation

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

San Antonio Housing Finance Corporation Multifamily Housing Revenue Bonds (Costa Miranda Apartments Project, 6.10%, 10/1/50), Series 2006

USD 601

12/1/23

Monthly

$(4)

$

$4

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

California Statewide Communities Development Authority Multifamily Housing Revenue Bonds (Rose of Sharon Senior Homes, 5.85%, 3/1/45) Series 2006PP

USD 273

9/1/23

Monthly

(5)

5

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.30%

District of Columbia Housing Finance Agency Multifamily Housing Revenue Bonds (Galen Terrace Apartments Project, 6.00%, 2/1/49), Series 2006

USD 221

3/1/22

Monthly

(5)

5

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

Massachusetts Development Finance Agency Housing Revenue Bonds (East Canton Apartments Project, 5.90%, 5/1/55) Series 2006A

USD 587

12/1/23

Monthly

(6)

6

See notes to financial statements.

38

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

Counterparty

 

Fund Pays

 

Fund Receives

 

Notional
Amount

 

Expiration Date

 

Periodic
Payment
Frequency

 

Fair
Value
(c)

 

Unrealized Appreciation

 

Unrealized Depreciation

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

South Carolina State Housing Finance and Development Authority Multifamily Housing Revenue Bonds (Wyndham Pointe Apartments Project, 6.60%, 9/1/48), Series 2004

USD 362

12/1/21

Monthly

$(13)

$

$13

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

City of Los Angeles Multifamily Housing Revenue Bonds (Lexington Preservation Apartments, 6.50%, 9/1/43), Series 2005D

USD 439

6/1/22

Monthly

(15)

15

Bank of America, N.A.

SIFMA Municipal Swap Index plus a spread of 1.45%

San Antonio Housing Finance Corporation Multifamily Housing Revenue Bonds (The Villas at Costa Cadiz, 6.50%, 1/1/49), Series 2004

USD 409

12/1/21

Monthly

  (21)

  —

  21

Total Total Return Debt Swaps

$ (39)

$ 37

$ 76

  

(a)Security may be an obligation of one or more entities affiliated with the named company.

(b)Denominated in U.S. dollars unless otherwise noted.

(c)Fair value is determined by the board of trustees of FS Credit Income Fund (the “Fund”). See Notes 2 and 8 for information on the Fund’s policy regarding valuation of investments, fair value hierarchy levels and other significant accounting policies.

(d)Certain variable rate securities in the Fund’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of October 31, 2021, the one-month, three-month, and six-month London Interbank Offered Rate (“LIBOR” or “L”) were 0.09%, 0.13% and 0.20%, respectively, the one-month, three-month and six-month Euro Interbank Offered Rate (“EURIBOR” or “E”) were (0.56)%, (0.55%) and (0.53%), respectively, the three-month GBP London Interbank Offered Rate (“GBP LIBOR”) was 0.46%, the three month Swiss Franc London Interbank Offered Rate (“CHF LIBOR”) was (0.77)%, the SIFMA Municipal Swap Index was 0.05%, the Sterling Overnight Index Average (“SONIA”) was 0.05% and the Euro Short-Term Rate Volume Weighted Trimmed Mean Rate (“ESTRON”) was (0.58%).

(e)Position or portion thereof unsettled as of October 31, 2021.

(f)Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.

(g)Exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Such securities may be deemed liquid by the investment adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $277,785, which represents approximately 62.1% of net assets as of October 31, 2021.

See notes to financial statements.

39

FS Credit Income Fund

Schedule of Investments (continued)

As of October 31, 2021 (in thousands, except share amounts)

(h)Security or portion thereof is pledged as collateral supporting the amounts outstanding under the prime brokerage facility with BNP Paribas Prime Brokerage International, Ltd. (“BNP”). Securities may be rehypothecated from time to time as permitted under Rule 15c-1(a)(1) promulgated under the Securities Exchange Act of 1934, as amended, subject to terms and conditions governing the prime brokerage facility with BNP. As of October 31, 2021, there were no securities rehypothecated by BNP.

(i)Security is in default.

(j)Security is non-income producing.

(k)The security has a perpetual maturity; the date displayed is the next call date.

(l)Security is classified as Level 3 in the Fund’s fair value hierarchy (See Note 8).

(m)Variable or floating rate security for which the interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.

(n)Issued with a zero coupon. Income is recognized through the accretion of discount.

(o)Includes the effect of investments sold short, forward foreign currency exchange contracts, futures contracts, swap contracts and reverse repurchase agreements payable.

(p)Security or portion thereof is pledged as collateral supporting the amounts outstanding under the reverse repurchase agreement.

(q)GAM FRR2 H Co. is an affiliate of the Fund’s investment sub-adviser, GoldenTree Sub-Advisor (see Note1).

CDOCollateralized Debt Obligation

CHFSwiss Franc

EUREuro

FRNFloating Rate Note

GBPBritish Pound

MXNMexican Peso

PIKPayment In Kind

USDU.S. Dollar

£British Pound

Euro

Russian Ruble

$U.S. Dollar

FS Credit Income Fund

Statement of Assets and Liabilities

(in thousands, except share and per share amounts)

See notes to financial statements.

40

 

October 31, 2021

Assets

Investments, at fair value (amortized cost—$495,332)

$504,478

Cash

7,283

Restricted cash

133

Foreign currency (cost—$2,579)

2,573

Collateral held at broker(1)

341

Receivable for investments sold

14,145

Receivable from Fund shares sold

1,546

Reimbursement due from adviser(2)

277

Interest receivable

5,071

Unrealized appreciation on forward foreign currency exchange contracts

779

Unrealized appreciation on swap contracts

1,182

Receivable for variation margin on futures contracts

103

Payment due from broker

1

Prepaid expenses and other assets

49

Total assets

$537,961

 

Liabilities

Financing arrangement payable

$53,218

Repurchase agreement payable

2,280

Investments sold short, at fair value (proceeds $515)

475

Unrealized depreciation on forward foreign currency exchange contracts

317

Unrealized depreciation on swap contracts

509

Collateral due to broker

34

Payable for investments purchased

30,553

Management fees payable

2,015

Administrative services expense payable

19

Accounting and administrative fees payable

466

Interest expense payable

56

Professional fees payable

211

Trustees’ fees payable

32

Interest payable for investments sold short

2

Shareholder service fee payable—Class A

2

Shareholder service and distribution fees payable—Class T

1

Distribution fee payable—Class U

80

Shareholder service and distribution fees payable—Class U-2

34

Other accrued expenses and liabilities

131

Total liabilities

$90,435

Net assets

$447,526

 

Commitments and contingencies ($2,904)(3)

 

Composition of net assets

Common shares, $0.001 par value, unlimited shares authorized

$33

Capital in excess of par value

430,049

Accumulated earnings (deficit)

17,444

Net assets

$447,526

 

FS Credit Income Fund

Statement of Assets and Liabilities (continued)

(in thousands, except share and per share amounts)

See notes to financial statements.

41

 

October 31, 2021

Class A Shares

Net Assets

$9,811

Shares Outstanding

728,645

Net Asset Value Per Share (net assets ÷ shares outstanding)

$13.46

Maximum Offering Price Per Share ($13.46 ÷ 94.25% of net asset value per share)

$14.28

 

Class I Shares

Net Assets

$272,424

Shares Outstanding

20,176,345

Net Asset Value Per Share (net assets ÷ shares outstanding)

$13.50

 

Class T Shares

Net Assets

$3,059

Shares Outstanding

226,670

Net Asset Value Per Share (net assets ÷ shares outstanding)

$13.49

Maximum Offering Price Per Share ($13.49 ÷ 96.50% of net asset value per share)

$13.98

 

Class U Shares

Net Assets

$138,704

Shares Outstanding

10,320,524

Net Asset Value Per Share (net assets ÷ shares outstanding)

$13.44

 

Class U-2 Shares

Net Assets

$23,528

Shares Outstanding

1,739,492

Net Asset Value Per Share (net assets ÷ shares outstanding)

$13.52

Maximum Offering Price Per Share ($13.52 ÷ 97.50% of net asset value per share(4)

$13.87

  

(1)Represents cash on deposit at broker.

(2)See Note 4 for a discussion of reimbursements payable to the Fund by its investment adviser and affiliates.

(3)See Note 11 for a discussion of the Fund’s commitments and contingencies.

(4)A contingent deferred sales charge of 1.50% may be assessed on Class U-2 Shares purchased without a sales charge if they are repurchased before the first day of the month of the one-year anniversary of the purchase.

See notes to financial statements.

42

FS Credit Income Fund

Statement of Operations

(in thousands)

 

 

Year Ended
October 31, 2021

Investment income

Interest income

$22,856

Dividend income

204

Fee income

188

Total investment income

23,248

 

Operating expenses

Management fees

7,025

Administrative services expenses

51

Accounting and administrative fees

512

Interest expense

733

Professional fees

372

Trustees’ fees

58

Shareholder service fee—Class A

24

Shareholder service and distribution fees—Class T

13

Distribution fee—Class U

709

Shareholder service and distribution fees—Class U-2

37

Other general and administrative expenses

920

Total operating expenses

10,454

Less: Expense reimbursement(1)

(1,033

)

Net operating expenses

9,421

Net investment income

13,827

 

Realized and unrealized gain/loss

Net realized gain (loss) on investments

11,325

Net realized gain (loss) on forward foreign currency exchange contracts

(890

)

Net realized gain (loss) on swap contracts

482

Net realized gain (loss) on futures contracts

80

Net realized gain (loss) on foreign currency

211

Net change in unrealized appreciation (depreciation) on investments

18,269

Net change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts

643

Net change in unrealized appreciation (depreciation) on swap contracts

1,154

Net change in unrealized appreciation (depreciation) on investments sold short

40

Net change in unrealized appreciation (depreciation) on futures contracts

72

Net change in unrealized gain (loss) on foreign currency

39

Total net realized gain (loss) and unrealized appreciation (depreciation)

31,425

Net increase (decrease) in net assets resulting from operations

$45,252

  

(1)See Note 4 for a discussion of reimbursements payable to the Fund by its investment adviser and affiliates.

See notes to financial statements.

43

FS Credit Income Fund

Statements of Changes in Net Assets

(in thousands)

Year Ended October 31,

 

  

2021

2020

Operations

Net investment income

$13,827

$11,489

Net realized gain (loss)

11,208

3,248

Net change in unrealized appreciation (depreciation) on investments

18,269

(5,820

)

Net change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts

643

(245

)

Net change in unrealized appreciation (depreciation) on swap contracts

1,154

(1,323

)

Net change in unrealized appreciation (depreciation) on investments sold short

40

(18

)

Net change in unrealized appreciation (depreciation) on futures contracts

72

(85

)

Net change in unrealized gain (loss) on foreign currency

39

36

Net increase (decrease) in net assets resulting from operations

45,252

7,282

 

Shareholder distributions(1)

Distributions to shareholders

Class A

(499

)

(620

)

Class I

(13,372

)

(11,715

)

Class T

(131

)

(75

)

Class U

(4,772

)

(1,012

)

Class U-2

(355

)

Net decrease in net assets resulting from shareholder distributions

(19,129

)

(13,422

)

 

Capital share transactions(2)

Net increase in net assets resulting from capital share transactions

166,742

58,617

 

Total increase in net assets

192,865

52,477

Net assets at beginning of year

254,661

202,184

Net assets at end of year

$447,526

$254,661

  

(1)See Note 5 for a discussion of the sources of distributions paid by the Fund.

(2)See Note 3 for a discussion of the Fund’s common share transactions.

See notes to financial statements.

44

FS Credit Income Fund

Statement of Cash Flows

(in thousands)

 

Year Ended
October 31, 2021

Cash flows from operating activities

Net increase (decrease) in net assets resulting from operations

$45,252

Adjustments to reconcile net increase (decrease) in net assets resulting from
operations to net cash provided by (used in) operating activities:

Purchases of investments

(605,977

)

Proceeds from sales and repayments of investments

444,177

Investments sold short, net

515

Net realized (gain) loss on investments

(11,325

)

Net change in unrealized (appreciation) depreciation on investments

(18,269

)

Net change in unrealized (appreciation) depreciation on forward foreign currency exchange contracts

(643

)

Net change in unrealized (appreciation) depreciation on swap contracts

(1,154

)

Net change in unrealized (appreciation) depreciation on investments sold short

(40

)

Net change in unrealized (appreciation) depreciation on futures contracts

(72

)

Accretion of discount

(579

)

(Increase) decrease in collateral held at broker

(60

)

(Increase) decrease in receivable for investments sold

(9,650

)

(Increase) decrease in reimbursement due from adviser(1)

(84

)

(Increase) decrease in interest receivable

(1,140

)

(Increase) decrease in payment due from broker

5

(Increase) decrease in prepaid expenses and other assets

(7

)

Increase (decrease) in repurchase agreement payable

2,280

Increase (decrease) in collateral due to broker

(268

)

Increase (decrease) in payable for investments purchased

19,836

Increase (decrease) in management fees payable

748

Increase (decrease) in administrative services expenses payable

(11

)

Increase (decrease) in accounting and administrative fees payable

394

Increase (decrease) in interest expense payable

3

Increase (decrease) in professional fees payable

57

Increase (decrease) in interest payable for investments sold short

2

Increase (decrease) in trustees’ fees payable

3

Increase (decrease) in shareholder service fee payable—Class A

0

Increase (decrease) in shareholder service and distribution fees payable—Class T

0

Increase (decrease) in distribution fee payable—Class U

55

Increase (decrease) in shareholder service and distribution fees payable—Class U-2

34

Increase (decrease) in other accrued expenses and liabilities

27

Net cash provided by (used in) operating activities

(135,891

)

 

Cash flows from financing activities

Issuance of common shares

208,502

Repurchases of common shares

(52,000

)

Shareholder distributions paid

(9,220

)

Borrowings under financing arrangement(2)

113,183

Repayments under financing arrangement(2)

(125,952

)

Net cash provided by (used in) financing activities

134,513

Total increase (decrease) in cash

(1,378

)

Cash, restricted cash and foreign currency at beginning of year

11,367

Cash, restricted cash and foreign currency at end of year(3)

$9,989

 

Supplemental disclosure

Reinvestment of shareholder distributions

$9,909

  

(1)See Note 4 for a discussion of reimbursements payable to the Fund by its investment adviser and affiliates.

(2)See Note 9 for a discussion of the Fund’s financing arrangement. During the year ended October 31, 2021, borrowings under the financing arrangement included $730 of capitalized interest.

(3)Balance includes cash and foreign currency of $9,856 and restricted cash of $133. Restricted cash is the cash collateral required to be posted pursuant to the Fund’s derivative contracts.

See notes to financial statements.

45

FS Credit Income Fund

Financial Highlights—Class A Shares

(in thousands, except share and per share amounts)

Year Ended October 31,

Period from
June 1, 2018
(Commencement of Operations) through October 31, 2018

 

 

2021

2020

2019

Per Share Data:(1)

Net asset value, beginning of period

$

12.26

$

12.71

$

12.87

$

12.89

Results of operations

Net investment income(2)

0.52

0.61

0.63

0.23

Net realized gain (loss) and unrealized
appreciation (depreciation)

 

1.40

 

(0.34

)

 

(0.06

)

 

0.12

Net increase in net assets resulting from operations

 

1.92

 

0.27

 

0.57

 

0.35

Shareholder Distributions:(3)

Distributions from net investment income

 

(0.72

)

(0.72

)

(0.73

)

(0.37

)

Distributions from net realized gain on investments

 

 

 

(0.00

)

 

Net decrease in net assets resulting from shareholder distributions

 

(0.72

)

 

(0.72

)

 

(0.73

)

 

(0.37

)

Net asset value, end of period

$

13.46

$

12.26

$

12.71

$

12.87

Shares outstanding, end of period

 

728,645

 

748,523

 

949,993

 

69,904

Total return(4)

 

15.82

%

 

2.48

%

 

4.56

%

 

2.72

%(5)

 

Ratio/Supplemental Data:

Net assets, end of period

$

9,811

$

9,175

$

12,072

$

900

Ratio of net investment income to average net assets(6)(7)

 

3.92

%

 

4.98

%

 

4.92

%

 

4.30

%

Ratio of total expenses to average net assets(6)

3.00

%

3.22

%

3.34

%

4.28

%

Ratio of expense reimbursement from adviser to
average net assets
(6)

 

(0.29

)%

 

(0.35

)%

 

(0.55

)%

 

(1.59

)%

Ratio of net expenses to average net assets(6)

 

2.71

%

 

2.87

%

 

2.79

%

 

2.69

%

Portfolio turnover rate

113

%

166

%

126

%

114

%(5)

Total amount of senior securities outstanding exclusive of
treasury securities

$

53,218

$

65,987

$

36,094

$

10,175

Asset coverage, per $1,000 of credit facility borrowings(8)

$

9,409

$

4,859

$

6,602

$

11,643

Asset coverage ratio per unit(8)

9.41

4.86

6.60

11.64

  

(1)Per share data may be rounded in order to compute the ending net asset value per share.

(2)The per share data was derived by using the average number of common shares outstanding during the applicable period.

(3)The per share data for net decrease in net assets resulting from shareholder distributions reflects the actual amount of distributions declared per Class A common share during the applicable period.

(4)The total return is historical and is calculated by determining the percentage change in net asset value, assuming the reinvestment of all distributions in additional common shares of the same class of the Fund at such class’ net asset value per share in accordance with the Fund’s distribution reinvestment plan. The total return does not consider the effect of any selling commissions or charges that may be incurred in connection with the sale of the Fund’s common shares. The historical calculation of total return in the table should not be considered a representation of the Fund’s future total return, which may be greater or less than the total return shown in the table due to a number of factors, including, among others, the Fund’s ability or inability to make investments that meet its investment criteria, the interest rates payable on the debt securities the Fund acquires, the level of the Fund’s expenses, the amount of the expense limitation, if any, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Fund encounters competition in its markets and general economic conditions. As a result of these and other factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Fund during the applicable period on a per class basis and do not represent an actual return to shareholders.

(5)Information presented is not annualized.

(6)Average daily net assets for the applicable period is used for this calculation. Data for periods of less than one year is annualized.

(7)If the adviser had not waived or reimbursed certain expenses, the ratio of net investment income to average net assets would have been 3.63%, 4.63%, 4.37% and 2.71% for the years ended October 31, 2021, 2020 and 2019, and for the period from June 1, 2018 (Commencement of Operations) through October 31, 2018, respectively. See Note 4 for a discussion of reimbursements payable to the Fund by its investment adviser and affiliates.

(8)Represents the value of the Fund’s total assets available to cover senior securities, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

See notes to financial statements.

46

FS Credit Income Fund

Financial Highlights—Class I Shares

(in thousands, except share and per share amounts)

Year Ended October 31,

 

 

 

2021

 

2020

 

2019

 

2018

Per Share Data:(1)

Net asset value, beginning of year

$

12.29

$

12.74

$

12.89

$

12.50

Results of operations

Net investment income(2)

0.56

0.64

0.66

0.56

Net realized gain (loss) and unrealized appreciation (depreciation)

 

1.40

 

(0.34

)

 

(0.06

)

 

0.39

Net increase in net assets resulting from operations

 

1.96

 

0.30

 

0.60

 

0.95

Shareholder Distributions:(3)

Distributions from net investment income

(0.75

)

(0.75

)

(0.75

)

(0.56

)

Distributions from net realized gain on investments

 

 

 

(0.00

)

 

Net decrease in net assets resulting from shareholder distributions

 

(0.75

)

 

(0.75

)

 

(0.75

)

 

(0.56

)

Net asset value, end of year

$

13.50

$

12.29

$

12.74

$

12.89

Shares outstanding, end of year

 

20,176,345

 

16,079,816

 

14,845,927

 

8,322,844

Total return(4)

 

16.16

%

 

2.76

%

 

4.82

%

 

7.68

%

 

Ratio/Supplemental Data:

Net assets, end of year

$

272,424

$

197,633

$

189,185

$

107,317

Ratio of net investment income to average net assets(5)(6)

 

4.16

%

 

5.27

%

 

5.17

%

 

4.38

%

Ratio of total expenses to average net assets(5)

2.74

%

2.97

%

3.09

%

3.65

%

Ratio of expense reimbursement from adviser to average net assets(5)

 

(0.29

)%

 

(0.35

)%

 

(0.55

)%

 

(1.33

)%

Ratio of net expenses to average net assets(5)

 

2.45

%

 

2.62

%

 

2.54

%

 

2.32

%

Portfolio turnover rate

113

%

166

%

126

%

114

%(7)

Total amount of senior securities outstanding exclusive of treasury securities

$

53,218

$

65,987

$

36,094

$

10,175

Asset coverage, per $1,000 of credit facility borrowings(8)

$

9,409

$

4,859

$

6,602

$

11,643

Asset coverage ratio per unit(8)

9.41

4.86

6.60

11.64

  

(1)Per share data may be rounded in order to compute the ending net asset value per share.

(2)The per share data was derived by using the average number of common shares outstanding during the applicable period.

(3)The per share data for net decrease in net assets resulting from shareholder distributions reflects the actual amount of distributions declared per Class I common share during the applicable period.

(4)The total return is historical and is calculated by determining the percentage change in net asset value, assuming the reinvestment of all distributions in additional common shares of the same class of the Fund at such class’ net asset value per share in accordance with the Fund’s distribution reinvestment plan. The total return does not consider the effect of any selling commissions or charges that may be incurred in connection with the sale of the Fund’s common shares. The historical calculation of total return in the table should not be considered a representation of the Fund’s future total return, which may be greater or less than the total return shown in the table due to a number of factors, including, among others, the Fund’s ability or inability to make investments that meet its investment criteria, the interest rates payable on the debt securities the Fund acquires, the level of the Fund’s expenses, the amount of the expense limitation, if any, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Fund encounters competition in its markets and general economic conditions. As a result of these and other factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Fund during the applicable period on a per class basis and do not represent an actual return to shareholders.

(5)Average daily net assets is used for this calculation. Data for periods of less than one year is annualized.

(6)If the adviser had not waived or reimbursed certain expenses, the ratio of net investment income to average net assets would have been 3.87%, 4.92%, 4.62% and 3.05% for the years ended October 31, 2021, 2020, 2019 and 2018, respectively. See Note 4 for a discussion of reimbursements payable to the Fund by its investment adviser and affiliates.

(7)Information presented is not annualized.

(8)Represents the value of the Fund’s total assets available to cover senior securities, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

See notes to financial statements.

47

FS Credit Income Fund

Financial Highlights—Class T Shares

(in thousands, except share and per share amounts)

Year Ended October 31,

Period from
August 14, 2018
(Commencement of
Operations) through
October 31, 2018

 

 

2021

2020

2019

Per Share Data:(1)

Net asset value, beginning of period

$

12.28

$

12.74

$

12.90

$

13.03

Results of operations

Net investment income(2)

0.49

0.58

0.60

0.12

Net realized gain (loss) and unrealized
appreciation (depreciation)

 

1.40

 

(0.35

)

 

(0.06

)

 

(0.07

)

Net increase in net assets resulting from operations

 

1.89

 

0.23

 

0.54

 

0.05

Shareholder Distributions:(3)

Distributions from net investment income

(0.68

)

(0.69

)

(0.70

)

(0.18

)

Distributions from net realized gain on investments

 

 

 

(0.00

)

 

Net decrease in net assets resulting from shareholder distributions

 

(0.68

)

 

(0.69

)

 

(0.70

)

 

(0.18

)

Net asset value, end of period

$

13.49

$

12.28

$

12.74

$

12.90

Shares outstanding, end of period

 

226,670

 

154,266

 

71,205

 

5,832

Total return(4)

 

15.59

%

 

2.19

%

 

4.36

%

 

0.39

%(5)

 

Ratio/Supplemental Data:

Net assets, end of period

$

3,059

$

1,895

$

907

$

75

Ratio of net investment income to average net assets(6)(7)

 

3.63

%

 

4.80

%

 

4.67

%

 

4.28

%

Ratio of total expenses to average net assets(6)

3.24

%

3.48

%

3.59

%

4.18

%

Ratio of expense reimbursement from adviser to
average net assets
(6)

 

(0.29

)%

 

(0.35

)%

 

(0.55

)%

 

(1.14

)%

Ratio of net expenses to average net assets(6)

 

2.95

%

 

3.13

%

 

3.04

%

 

3.04

%

Portfolio turnover rate

113

%

166

%

126

%

114

%(5)

Total amount of senior securities outstanding exclusive of
treasury securities

$

53,218

$

65,987

$

36,094

$

10,175

Asset coverage, per $1,000 of credit facility borrowings(8)

$

9,409

$

4,859

$

6,602

$

11,643

Asset coverage ratio per unit(8)

9.41

4.86

6.60

11.64

  

(1)Per share data may be rounded in order to compute the ending net asset value per share.

(2)The per share data was derived by using the average number of common shares outstanding during the applicable period.

(3)The per share data for net decrease in net assets resulting from shareholder distributions reflects the actual amount of distributions declared per Class T common share during the applicable period.

(4)The total return is historical and is calculated by determining the percentage change in net asset value, assuming the reinvestment of all distributions in additional common shares of the same class of the Fund at such class’ net asset value per share in accordance with the Fund’s distribution reinvestment plan. The total return does not consider the effect of any selling commissions or charges that may be incurred in connection with the sale of the Fund’s common shares. The historical calculation of total return in the table should not be considered a representation of the Fund’s future total return, which may be greater or less than the total return shown in the table due to a number of factors, including, among others, the Fund’s ability or inability to make investments that meet its investment criteria, the interest rates payable on the debt securities the Fund acquires, the level of the Fund’s expenses, the amount of the expense limitation, if any, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Fund encounters competition in its markets and general economic conditions. As a result of these and other factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Fund during the applicable period on a per class basis and do not represent an actual return to shareholders.

(5)Information presented is not annualized.

(6)Average daily net assets is used for this calculation. Data for periods of less than one year is annualized.

(7)If the adviser had not waived or reimbursed certain expenses, the ratio of net investment income to average net assets would have been 3.34%, 4.45%, 4.12% and 3.14% for the years ended October 31, 2021, 2020 and 2019, and for the period from August 14, 2018 (Commencement of Operations) through October 31, 2018, respectively. See Note 4 for a discussion of reimbursements payable to the Fund by its investment adviser and affiliates.

(8)Represents the value of the Fund’s total assets available to cover senior securities, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

See notes to financial statements.

48

FS Credit Income Fund

Financial Highlights—Class U Shares

(in thousands, except share and per share amounts)

Year Ended October 31,

Period from
September 17, 2019
(Commencement of
Operations) through
October 31, 2019

 

 

 

2021

2020

Per Share Data:(1)

Net asset value, beginning of period

$

12.24

$

12.73

$

13.06

Results of operations

Net investment income(2)

0.45

0.57

0.07

Net realized gain (loss) and unrealized appreciation (depreciation)

 

1.40

 

(0.36

)

 

(0.22

)

Net increase (decrease) in net assets resulting from operations

 

1.85

 

0.21

 

(0.15

)

Shareholder Distributions:(3)

Distributions from net investment income

 

(0.65

)

 

(0.70

)

 

(0.18

)

Net decrease in net assets resulting from shareholder distributions

 

(0.65

)

 

(0.70

)

 

(0.18

)

Net asset value, end of period

$

13.44

$

12.24

$

12.73

Shares outstanding, end of period

 

10,320,524

 

3,754,756

 

1,531

Total return(4)

 

15.31

%

 

2.03

%

 

(1.12

)%(5)

 

Ratio/Supplemental Data:

Net assets, end of period

$

138,704

$

45,958

$

20

Ratio of net investment income to average net assets(6)(7)

 

3.35

%

 

4.75

%

 

4.28

%

Ratio of total expenses to average net assets(6)

3.48

%

3.73

%

3.85

%

Ratio of expense reimbursement from adviser to average net assets(6)

 

(0.29

)%

 

(0.34

)%

 

(0.55

)%

Ratio of net expenses to average net assets(6)

 

3.19

%

 

3.39

%

 

3.30

%

Portfolio turnover rate

113

%

166

%

126

%(5)

Total amount of senior securities outstanding exclusive of treasury securities

$

53,218

$

65,987

$

36,094

Asset coverage, per $1,000 of credit facility borrowings(8)

$

9,409

$

4,859

$

6,602

Asset coverage ratio per unit(8)

9.41

4.86

6.60

  

(1)Per share data may be rounded in order to compute the ending net asset value per share.

(2)The per share data was derived by using the average number of common shares outstanding during the period.

(3)The per share data for net decrease in net assets resulting from shareholder distributions reflects the actual amount of distributions declared per Class U common share during the applicable period.

(4)The total return is historical and is calculated by determining the percentage change in net asset value, assuming the reinvestment of all distributions in additional common shares of the same class of the Fund at such class’ net asset value per share in accordance with the Fund’s distribution reinvestment plan. The total return does not consider the effect of any selling commissions or charges that may be incurred in connection with the sale of the Fund’s common shares. The historical calculation of total return in the table should not be considered a representation of the Fund’s future total return, which may be greater or less than the total return shown in the table due to a number of factors, including, among others, the Fund’s ability or inability to make investments that meet its investment criteria, the interest rates payable on the debt securities the Fund acquires, the level of the Fund’s expenses, the amount of the expense limitation, if any, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Fund encounters competition in its markets and general economic conditions. As a result of these and other factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Fund during the period on a per class basis and does not represent an actual return to shareholders.

(5)Information presented is not annualized.

(6)Average daily net assets is used for this calculation. Data for periods of less than one year is annualized.

(7)If the adviser had not waived or reimbursed certain expenses, the ratio of net investment income to average net assets would have been 3.06%, 4.41% and 3.73% for the years ended October 31, 2021 and 2020, and for the period from September 17, 2019 (Commencement of Operations) through October 31, 2019, respectively. See Note 4 for a discussion of reimbursements payable to the Fund by its investment adviser and affiliates.

(8)Represents the value of the Fund’s total assets available to cover senior securities, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

FS Credit Income Fund

Financial Highlights—Class U-2 Shares

(in thousands, except share and per share amounts)

See notes to financial statements.

49

 

Period from
December 18, 2020
(Commencement of
Operations) through
October 31, 2021

Per Share Data:(1)

Net asset value, beginning of period

$

13.24

Results of operations

Net investment income(2)

0.39

Net realized gain (loss) and unrealized appreciation (depreciation)

 

0.54

Net increase (decrease) in net assets resulting from operations

 

0.93

Shareholder Distributions:(3)

Distributions from net investment income

 

(0.65

)

Net decrease in net assets resulting from shareholder distributions

 

(0.65

)

Net asset value, end of period

$

13.52

Shares outstanding, end of period

 

1,739,492

Total return(4)

 

7.16

%(5)

 

Ratio/Supplemental Data:

Net assets, end of period

$

23,528

Ratio of net investment income to average net assets(6)(7)

 

3.33

%

Ratio of total expenses to average net assets(6)

3.41

%

Ratio of expense reimbursement from adviser to average net assets(6)

 

(0.29

)%

Ratio of net expenses to average net assets(6)

 

3.12

%

Portfolio turnover rate

113

%(5)

Total amount of senior securities outstanding exclusive of treasury securities

$

53,218

Asset coverage, per $1,000 of credit facility borrowings(8)

$

9,409

Asset coverage ratio per unit(8)

9.41

  

(1)Per share data may be rounded in order to compute the ending net asset value per share.

(2)The per share data was derived by using the average number of common shares outstanding during the period.

(3)The per share data for net decrease in net assets resulting from shareholder distributions reflects the actual amount of distributions declared per Class U-2 common share during the applicable period.

(4)The total return is historical and is calculated by determining the percentage change in net asset value, assuming the reinvestment of all distributions in additional common shares of the same class of the Fund at such class’ net asset value per share in accordance with the Fund’s distribution reinvestment plan. The total return does not consider the effect of any selling commissions or charges that may be incurred in connection with the sale of the Fund’s common shares. The historical calculation of total return in the table should not be considered a representation of the Fund’s future total return, which may be greater or less than the total return shown in the table due to a number of factors, including, among others, the Fund’s ability or inability to make investments that meet its investment criteria, the interest rates payable on the debt securities the Fund acquires, the level of the Fund’s expenses, the amount of the expense limitation, if any, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Fund encounters competition in its markets and general economic conditions. As a result of these and other factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Fund during the period on a per class basis and does not represent an actual return to shareholders.

(5)Information presented is not annualized.

(6)Average daily net assets is used for this calculation. Data for periods of less than one year is annualized.

(7)If the adviser had not waived or reimbursed certain expenses, the ratio of net investment income to average net assets would have been 3.04% for the period from December 18, 2020 (Commencement of Operations) through October 31, 2021. See Note 4 for a discussion of reimbursements payable to the Fund by its investment adviser and affiliates.

(8)Represents the value of the Fund’s total assets available to cover senior securities, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

FS Credit Income Fund

Notes to Financial Statements

(in thousands, except share and per share amounts)

 

50

Note 1. Principal Business and Organization

FS Credit Income Fund (the “Fund”) was formed as a Delaware statutory trust under the Delaware Statutory Trust Act on October 27, 2016 and commenced investment operations on November 1, 2017. Prior to commencing investment operations, the Fund had no operations except for matters relating to its organization and registration as a non-diversified, closed-end management investment company.

The Fund is a continuously offered, non-diversified, closed-end management investment company that operates as an interval fund pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended (“1940 Act”). The Fund offers seven classes of shares of beneficial interest — Class A Shares, Class I Shares, Class L Shares, Class M Shares, Class T Shares, Class U Shares and Class U-2 Shares (each defined below), which are substantially the same except that each class of shares has different sales charges and expenses. Shares are offered at a public offering price equal to the then-current net asset value per share of the applicable class, plus, in the case of Class A Shares, Class L Shares, Class T Shares and Class U-2 Shares, the applicable Sales Load. “Sales Load” includes selling commissions of up to 5.75% for Class A Shares, up to 3.50% for Class L Shares and Class T Shares and up to 2.50% for Class U-2 Shares. A contingent deferred sales charge of 1.50% may be assessed on Class U-2 Shares purchased without a sales charge if they are repurchased before the first day of the month of the one-year anniversary of the purchase. Class U-2 Shares commenced operations on December 18, 2020. The Fund has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”), as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”).

The Fund’s investment objective is to provide attractive total returns, including current income and capital appreciation. Under normal investment conditions, the Fund will invest at least 80% of its assets (including borrowings for investment purposes) in debt obligations. The securities acquired by the Fund may include all types of debt and equity obligations and may have varying terms with respect to collateralization, seniority or subordination, purchase price, convertibility, interest payments and maturity. There is no geographical or currency limitation on securities acquired by the Fund. The Fund may purchase debt and equity securities of non-U.S. governments and corporate entities domiciled outside of the U.S., including emerging market issuers.

The investment adviser to the Fund, FS Credit Income Advisor, LLC (“FS Credit Income Advisor”), oversees the management of the Fund’s activities and is responsible for developing investment guidelines with the GoldenTree Sub-Advisor (as defined below) and overseeing investment decisions for the Fund’s portfolio. FS Credit Income Advisor has engaged GoldenTree Asset Management Credit Advisor LLC (the “GoldenTree Sub-Advisor”), a wholly owned subsidiary of GoldenTree Asset Management LP (“GoldenTree”), to act as the Fund’s investment sub-adviser and make investment decisions for the Fund’s portfolio, subject to the oversight of FS Credit Income Advisor.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying financial statements of the Fund have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Fund is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Accounting Standards Codification Topic 946, Financial Services — Investment Companies. The Fund has evaluated the impact of subsequent events through the date the financial statements were issued.

Use of Estimates: The preparation of the Fund’s financial statements in conformity 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 the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Many of the amounts have been rounded and all amounts are in thousands, except share and per share amounts.

Cash and Cash Equivalents: The Fund considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Fund may invest its cash in an institutional money market fund, which is stated at fair value. The Fund’s uninvested cash is maintained with a high credit quality financial institution.

Valuation of Portfolio Investments: The Fund determines the net asset value (“NAV”) of its common shares on each day that the New York Stock Exchange (“NYSE”) is open for business as of the close of the regular trading session. Each Class A share of beneficial interest (“Class A Share”), Class L share of beneficial interest (“Class L Share”), Class T share of beneficial interest (“Class T Share”) and Class U-2 share of beneficial interest (“Class U-2 Share”) is offered at NAV plus the applicable sales load, while each Class I share of beneficial interest (“Class I Share”), Class M share of beneficial interest (“Class M Share”) and Class U share of beneficial interest (“Class U Share”) is offered at NAV. The Fund calculates NAV per share on a class-specific basis. The NAV of a class of shares depends on the number of shares of the applicable class outstanding at the time the NAV is determined. As such, the NAV of each class of shares may vary if the Fund sells different amounts of shares per class, among other things. The Fund calculates NAV by subtracting liabilities (including accrued expenses and distributions) from the total assets of the Fund (the value of securities, plus cash or other assets, including interest and distributions accrued but not yet received) and dividing the result by the total number of outstanding common shares. The Fund’s assets and liabilities are valued in accordance with the principles set forth below.

51

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

FS Credit Income Advisor values the Fund’s assets in good faith pursuant to the Fund’s valuation policy and consistently applied valuation process, which was developed by the audit committee of the Fund’s board of trustees (“Board”) and approved by the Board. Portfolio securities and other assets for which market quotes are readily available are valued at market value. In circumstances where market quotes are not readily available, the Board has adopted methods for determining the fair value of such securities and other assets, and has delegated the responsibility for applying the valuation methods to FS Credit Income Advisor. On a quarterly basis, the Board reviews the valuation determinations made with respect to the Fund’s investments during the preceding quarter and evaluates whether such determinations were made in a manner consistent with the Fund’s valuation process.

Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Fund expects that its portfolio will primarily consist of securities listed or traded on a recognized securities exchange or automated quotation system (“Exchange-Traded Security”) or securities traded on a privately negotiated OTC secondary market for institutional investors for which indicative dealer quotes are available (“OTC Security”).

For purposes of calculating NAV, the Fund uses the following valuation methods:

The market value of each Exchange-Traded Security is the last reported sale price at the relevant valuation date on the composite tape or on the principal exchange on which such security is traded.

If no sale is reported for an Exchange-Traded Security on the valuation date or if a security is an OTC Security, the Fund values such investments using quotations obtained from an approved independent third-party pricing service, which provides prevailing bid and ask prices that are screened for validity by the service from dealers on the valuation date. If a quoted price obtained from such service is deemed by FS Credit Income Advisor to be unreliable (and therefore, not readily available), FS Credit Income Advisor may recommend that the investment be fair valued by some other means, including, but not limited to, a valuation provided by an approved independent third-party valuation firm. For investments for which an approved independent third-party pricing service is unable to obtain quoted prices, the Fund will obtain bid and ask prices directly from dealers who make a market in such investments. In all such cases, investments are valued at the mid-point of the prevailing bid and ask prices obtained from such sources unless there is a compelling reason to use some other value within the bid-ask range and the justification is documented and retained by FS Credit Income Advisor.

To the extent that the Fund holds investments for which no active secondary market exists and, therefore, no bid and ask prices can be readily obtained, the Fund will value such investments at fair value as determined in good faith by FS Credit Income Advisor, under supervision of the Board, in accordance with the Fund’s valuation policy and pursuant to authority delegated by the Board. In making such determination, it is expected that FS Credit Income Advisor, under supervision of the Board, may rely upon valuations obtained from an approved independent third-party valuation firm. With respect to these investments for which market quotations are not readily available, the Fund will undertake a multi-step fair valuation process each quarter, as described below:

Monthly and as of each quarter end, FS Credit Income Advisor will review and document preliminary valuations for each investment, which valuations may be obtained from an approved independent third-party valuation service, if applicable;

Quarterly, FS Credit Income Advisor will provide the audit committee of the Board with preliminary valuations for each investment;

The preliminary valuations will then be presented to and discussed with the audit committee of the Board;

The audit committee of the Board will review the preliminary valuations and FS Credit Income Advisor, together with any approved independent third-party valuation service, if applicable, will respond to and supplement the preliminary valuations to reflect any comments provided by the audit committee of the Board;

The audit committee of the Board will also be provided with the monthly valuations of each investment that had been fair valued throughout the most recently completed quarter;

Following its review, the audit committee of the Board will approve the fair valuation of the Fund’s investments and will recommend that the Board similarly approve the fair valuation of the Fund’s investments; and

52

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

The Board will discuss the valuation of the Fund’s investments and will determine the fair value of each such investment in the portfolio in good faith based on various statistical and other factors, including the input and recommendation of FS Credit Income Advisor, the audit committee of the Board and any approved independent third-party valuation service, if applicable.

Determination of fair value involves subjective judgments and estimates. Accordingly, these notes to the Fund’s financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on the Fund’s financial statements. In making its determination of fair value, FS Credit Income Advisor, under supervision of the Board, may use any approved independent third-party pricing or valuation services; provided that FS Credit Income Advisor, under supervision of the Board, shall not be required to determine fair value in accordance with the valuation provided by any single source, and FS Credit Income Advisor, under supervision of the Board, shall retain the discretion to use any relevant data, including information obtained by FS Credit Income Advisor, any investment sub-adviser or from any approved independent third-party valuation or pricing service, that FS Credit Income Advisor, under supervision of the Board, deems to be reliable in determining fair value under the circumstances.

Below is a description of factors that FS Credit Income Advisor, any approved independent third-party valuation service and the Board may consider when determining the fair value of the Fund’s investments.

Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing yields for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, these factors may be incorporated into valuation models to arrive at fair value. Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of the collateral securing its debt investments.

For convertible debt securities, fair value will generally approximate the fair value of the debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.

The Fund’s equity interests in companies for which no active secondary market exists and, therefore, no bid and ask prices can be readily obtained, will be valued at fair value. FS Credit Income Advisor, under supervision of the Board, in its determination of fair value, may consider various factors, including, but not limited to, multiples of earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a company or the Fund’s actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or non-recurring costs related to an acquisition, recapitalization, restructuring or other related items.

FS Credit Income Advisor, any approved independent third-party valuation service and the Board may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the companies, the acquisition price of such investment or industry practices in determining fair value. FS Credit Income Advisor, any approved independent third-party valuation service and the Board may also consider the size and scope of a company and its specific strengths and weaknesses, and may apply discounts or premiums, where and as appropriate, due to the higher (or lower) financial risk and/or the size of the company relative to comparable firms, as well as such other factors as FS Credit Income Advisor, under supervision of the Board, and any approved independent third-party valuation service, if applicable, may consider relevant in assessing fair value.

When the Fund receives warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the time of origination. Such warrants or other equity securities will subsequently be valued at fair value. Publicly traded securities that carry certain restrictions on sale will typically be valued at a discount from the public market values of the securities, where applicable.

If events materially affecting the price of foreign portfolio securities occur between the time when their price was last determined on such foreign securities exchange or market and the time when the Fund’s NAV was last calculated (for example, movements in certain U.S. securities indices which demonstrate strong correlation to movements in certain foreign securities markets), such securities may be valued at their fair value as determined in good faith in accordance with procedures established by the Board. For purposes of calculating NAV, all assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars at prevailing exchange rates as may be determined in good faith by FS Credit Income Advisor, under supervision of the Board, in consultation with any approved independent third-party valuation service, if applicable.

Forward foreign currency exchange contracts typically will be valued at their quoted daily prices obtained from an independent third party. Futures contracts traded on exchanges typically will be valued daily at their last sale price. Swaps (other than centrally cleared) typically will be valued at their prices obtained from an independent third party and are based on the present value of fixed and

53

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

projected floating rate cash flows over the term of the swap contract. Future cash flows on swaps are discounted to their present value using swap rates provided by electronic data services or by brokers/dealers. Centrally cleared swaps are valued at the daily settlement price provided by the central clearing counterparty. Swaps that cannot be valued from an independent third party may be valued using prices supplied by the counterparty but will be considered Level 3 investments and thus subject to the multi-step fair valuation process, as described previously. The aggregate settlement values and notional amounts of the forward foreign currency exchange contracts, futures contracts and swaps will not be recorded in the statement of assets and liabilities. Fluctuations in the value of the forward foreign currency exchange contracts, futures contracts and swaps will be recorded in the statement of assets and liabilities as an asset (liability) and in the statement of operations as unrealized appreciation (depreciation) until the contracts are closed, when they will be recorded as net realized gain (loss). Reverse repurchase agreements are valued at cost, which approximates fair value.

The Board is responsible for the valuation of the Fund’s portfolio investments at fair value as determined in good faith pursuant to the Fund’s valuation policy and consistently applied valuation process. The Board has delegated day-to-day responsibility for implementing the Fund’s valuation policy to FS Credit Income Advisor, and has authorized FS Credit Income Advisor to utilize independent third-party valuation and pricing services that have been approved by the Board. The audit committee of the Board is responsible for overseeing FS Credit Income Advisor’s implementation of the Fund’s valuation process.

Revenue Recognition: Security transactions are accounted for on their trade date. The Fund records interest income on an accrual basis to the extent that it expects to collect such amounts. The Fund records dividend income and distributions on the ex-date. The Fund does not accrue as a receivable interest on loans or dividends on securities if it has reason to doubt its ability to collect such income. The Fund’s policy is to place investments on non-accrual status when there is reasonable doubt the interest income will be collected. The Fund considers many factors relevant to an investment when placing it on or removing it from non-accrual status, including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that the Fund will receive any previously accrued interest, then the previously recognized interest income will be written-off. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest. Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on the Fund’s judgment.

Loan origination fees, original issue discount, market discount and market premium are capitalized and such amounts are amortized or accreted as interest income, using the effective interest method, over the respective term of the loan or security, except market premium on callable bonds, which are amortized to the call date. Upon the prepayment of a loan or security, any unamortized loan origination fees, original issue discount and market discount are recorded as interest income. The Fund records prepayment premiums on loans and securities as fee income when it receives such amounts.

Net Realized Gains or Losses, Net Change in Unrealized Appreciation or Depreciation and Net Change in Unrealized Gains or Losses on Foreign Currency: Gains or losses on the sale of investments are calculated by using the specific identification method. The Fund measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses, when gains or losses are realized. Net change in unrealized gains or losses on foreign currency reflects the change in the value of receivables or accruals during the reporting period due to the impact of foreign currency fluctuations.

Organization and Offering Costs: Organization costs include, among other things, the cost of formation as a Delaware statutory trust, including the cost of legal services and other fees pertaining to the Fund’s organization. Offering costs primarily include third-party expenses incurred in marketing the Fund’s common shares. FS Investments has agreed to assume all of the Fund’s organization and offering costs and will not seek reimbursement of such costs.

Income Taxes: The Fund has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. To maintain the Fund’s qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements and distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income,” which is generally the Fund’s net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. As a RIC, the Fund will not have to pay corporate-level U.S. federal income taxes on any income that it distributes to its shareholders. The Fund intends to make distributions in an amount sufficient to maintain its RIC status each year and to avoid any U.S. federal income taxes on income so distributed. The Fund will also be subject to nondeductible U.S. federal excise taxes if it does not distribute at least 98% of net ordinary income, 98.2% of capital gain net income, if any, and any recognized and undistributed income from prior years for which it paid no U.S. federal income taxes.

54

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

Uncertainty in Income Taxes: The Fund evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in the Fund’s financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. The Fund recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense on its statement of operations. During the years ended October 31, 2021 and 2020, the Fund did not incur any interest or penalties.

The Fund has analyzed the tax positions taken on U.S. federal and state income tax returns for all open tax years, and has concluded that no provision for income tax for uncertain tax positions is required in the Fund’s financial statements. The Fund’s U.S. federal and state income and U.S. federal excise tax returns for tax years for which the applicable statutes of limitations have not yet expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Forward Foreign Currency Exchange Contracts: The Fund enters into forward foreign currency exchange contracts as an economic hedge against either specific transactions or portfolio instruments or to obtain exposure to, or hedge exposure away from, foreign currencies (foreign currency exchange rate risk). A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a future date. Forward foreign currency exchange contracts, when used by the Fund, help to manage the overall exposure to the currencies in which some of the investments and borrowings held by the Fund are denominated and in some cases, are used to obtain exposure to a particular market. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.

Interest Rate Futures Contracts: The Fund enters into interest rate futures contracts as an economic hedge against either specific transactions or portfolio instruments or to obtain exposure to, or hedge exposure away from, changes in interest rates (interest rate risk). An interest rate futures contract is an agreement between the Fund and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Interest rate futures contracts, when used by the Fund, help to manage the overall exposure to rising interest rates.

Cross-currency Swaps: The Fund enters into cross-currency swaps to gain or mitigate exposure on foreign currency exchange rate risk. Cross-currency swaps are contracts in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. Cross-currency swaps, when used by the Fund, help to manage the overall exposure to the currencies in which some of the investments and borrowings held by the Fund are denominated. Cross-currency swaps involve an agreement to exchange notional amounts at a later date at either the same exchange rate, a specified rate or the then-current spot rate.

Interest Rate Swaps: The Fund enters into interest rate swaps to help hedge against interest rate risk exposure and to maintain the Fund’s ability to generate income at prevailing market rates. An interest rate swap contract is an exchange of interest rates between counterparties. The value of the fixed rate bonds that the Fund holds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund enters into interest rate swap agreements. Interest rate swap agreements involve the exchange by the Fund with another party for their respective commitment to pay or receive interest on the notional amount of principal.

Total Return Swaps: The Fund enters into total return swaps to obtain exposure to a security or market without owning such security or investing directly in such market or to exchange the risk/return of one market with another market. Total return swaps are agreements in which there is an exchange of cash flows whereby one party commits to make payments based on the total return (distributions plus capital gains/losses) of an underlying instrument in exchange for fixed or floating rate interest payments. If the total return of the instrument or index underlying the transaction exceeds or falls short of the offsetting fixed or floating interest rate obligation, the Fund receives payment from or makes a payment to the counterparty.

Credit Default Swaps: The Fund enters into credit default swaps to manage credit risk, gain exposure to a credit in which it may otherwise invest or to enhance its returns. When the Fund is the buyer of a credit default swap contract, the Fund is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a specified credit event with respect to the issuer of the debt obligation occurs. In return, the Fund pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no specified credit event occurs, the Fund would have paid the stream of payments and received no proceeds from the contract. When the Fund is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement.

Reverse Repurchase Agreements: The Fund utilizes reverse repurchase agreements when it is anticipated that the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction. Reverse repurchase agreements are agreements with qualified third-party broker dealers in which the Fund sells securities to a bank or broker-dealer and agrees to repurchase the same securities at a mutually agreed upon date and price. The Fund receives cash from

55

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (continued)

the sale to use for other investment purposes. During the term of the reverse repurchase agreement, the Fund continues to receive the principal and interest payments on the securities sold. Certain agreements have no stated maturity and can be terminated by either party at any time. Interest on the value of the reverse repurchase agreements issued and outstanding is based upon competitive market rates determined at the time of issuance. Reverse repurchase agreements are valued at cost, which approximates fair value.

Distributions: Distributions to the Fund’s shareholders will be recorded as of the record date. Subject to the discretion of the Board and applicable legal restrictions, the Fund currently intends to authorize, declare and pay ordinary cash distributions on a quarterly basis. Subject to the Board’s discretion and applicable legal restrictions, the Fund from time to time may also pay special interim distributions in the form of cash or shares. At least annually, the Fund intends to authorize and declare special cash distributions of net long-term capital gains, if any.

Recent Accounting Pronouncements: In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848)(“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) )(“ASU 2021-01”), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Fund is currently evaluating the impact of adopting ASU 2020-04 and ASU 2021-01 on its financial statements.

Note 3. Share Transactions

Below is a summary of transactions with respect to the Fund’s common shares during the years ended October 31, 2021 and 2020:

For the Year Ended October 31,

2021

2020

Class A Shares

 

Shares

 

Amount

 

Shares

 

Amount

Gross Proceeds from Offering

127,851

$1,719

314,814

$3,994

Reinvestment of Distributions

19,841

264

27,265

322

Total Gross Proceeds

147,692

1,983

342,079

4,316

Commissions and Dealer Manager Fees

(4

)

(53

)

Net Proceeds to the Fund

147,692

1,979

342,079

4,263

Share Repurchase Program

(106,127

)

(1,432

)

(470,403

)

(5,750

)

Transfers Out

(61,443

)

(790

)

(73,146

)

(760

)

Net Proceeds from Class A Share Transactions

(19,878

)

$(243

)

(201,470

)

$(2,247

)

 

Class I Shares

 

Shares

 

Amount

 

Shares

 

Amount

Gross Proceeds from Offering

7,150,802

$96,139

4,512,473

$54,992

Reinvestment of Distributions

387,144

5,168

350,558

4,117

Total Gross Proceeds

7,537,946

101,307

4,863,031

59,109

Share Repurchase Program

(3,517,671

)

(47,684

)

(3,702,073

)

(45,281

)

Transfers In

76,254

984

72,931

760

Net Proceeds from Class I Share Transactions

4,096,529

$54,607

1,233,889

$14,588

 

Class T Shares

 

Shares

 

Amount

 

Shares

 

Amount

Gross Proceeds from Offering

97,331

$1,341

83,248

$1,085

Reinvestment of Distributions

7,867

105

5,557

66

Total Gross Proceeds

105,198

1,446

88,805

1,151

Commissions and Dealer Manager Fees

(33

)

(37

)

Net Proceeds to the Fund

105,198

1,413

88,805

1,114

Share Repurchase Program

(20,184

)

(275

)

(5,744

)

(62

)

Transfers Out

(12,610

)

(161

)

Net Proceeds from Class T Share Transactions

72,404

$977

83,061

$1,052

 

56

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 3. Share Transactions (continued)

For the Year Ended October 31,

2021

2020

Class U Shares

 

Shares

 

Amount

 

Shares

 

Amount

Gross Proceeds from Offering

6,458,547

$86,299

3,717,586

$44,817

Reinvestment of Distributions

302,582

4,030

77,545

925

Total Gross Proceeds

6,761,129

90,329

3,795,131

45,742

Share Repurchase Program

(192,952

)

(2,608

)

(41,906

)

(518

)

Transfers Out

(2,409

)

(33

)

Net Proceeds from Class U Share Transactions

6,565,768

$87,688

3,753,225

$45,224

 

Period from December 18, 2020
(Commencement of Operations) to
October 31, 2021

For the Year Ended
October 31, 2020

Class U-2 Shares

 

Shares

 

Amount

 

Shares

 

Amount

Gross Proceeds from Offering

1,714,188

$23,412

$

Reinvestment of Distributions

25,308

342

Total Gross Proceeds

1,739,496

23,754

Commissions and Dealer Manager Fees

(41

)

Net Proceeds to the Fund

1,739,496

23,713

Share Repurchase Program(1)

(4

)

(0

)

Net Proceeds from Class U-2 Share Transactions

1,739,492

$23,713

$

Net Proceeds to the Fund

12,454,315

$166,742

4,868,705

$58,617

  

(1)A contingent deferred sales charge of 1.50% may be assessed on Class U-2 Shares purchased without a sales charge if they are repurchased before the first day of the month of the one-year anniversary of the purchase.

Share Repurchase Program

The Fund operates as an interval fund under Rule 23c-3 of the 1940 Act and, as such, provides a limited degree of liquidity to shareholders. As an interval fund, the Fund has adopted a fundamental policy to offer to repurchase at regular intervals a specified percentage of its outstanding shares at the NAV of the applicable class.

Once each quarter, the Fund will offer to repurchase at NAV no less than 5% and no more than 25% of the outstanding shares of the Fund, unless such offer is suspended or postponed in accordance with regulatory requirements (as discussed below). The offer to purchase shares is a fundamental policy that may not be changed without the vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act). Shareholders will be notified in writing of each quarterly repurchase offer and the date the repurchase offer ends (“Repurchase Request Deadline”). Shares will be repurchased at the respective NAV per share determined as of the close of regular trading on the NYSE no later than the 14th day after the Repurchase Request Deadline, or the next business day if the 14th day is not a business day.

The Board, or a committee thereof, in its sole discretion, will determine the number of shares for each share class that the Fund will offer to repurchase (“Repurchase Offer Amount”) for a given Repurchase Request Deadline. The Repurchase Offer Amount, however, will be no less than 5% and no more than 25% of the total number of shares outstanding on the Repurchase Request Deadline.

If shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund may, but is not required to, repurchase an additional amount of shares not to exceed 2% of the outstanding shares of the Fund on the Repurchase Request Deadline. If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if shareholders tender shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding shares on the Repurchase Request Deadline, the Fund will repurchase the shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than one hundred shares and who tender all of their shares, before prorating other amounts tendered. In addition, the Fund will accept the total number of shares tendered in connection with required minimum distributions from an individual retirement account or other qualified retirement plan.

The Fund may suspend or postpone a repurchase offer only: (a) if making or effecting the repurchase offer would cause the Fund to lose its status as a RIC under the Code; (b) for any period during which the NYSE or any market on which the securities owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which trading in such market is

57

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 3. Share Transactions (continued)

restricted; (c) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund fairly to determine the value of its net assets; or (d) for such other periods as the U.S. Securities and Exchange Commission (SEC) may by order permit for the protection of shareholders of the Fund.

During the year ended October 31, 2021, the Fund engaged in repurchase offers as follows:

Repurchase Request Deadline

 

Repurchase
Offer Amount
(as a percentage of
outstanding shares)

 

Number of
Shares
Repurchased
(all classes)

 

Percentage of
Outstanding
Shares
Tendered
(all classes)

December 16, 2020

5%

659,287

2.96%

March 17, 2021

5%

726,418

2.90%

June 16, 2021

5%

1,292,559

4.57%

September 15, 2021

5%

1,158,674

3.69%

Total

3,836,938

Distribution Plan

The Fund, with respect to its Class L, Class M, Class T, Class U and Class U-2 Shares, is authorized under a distribution plan to pay to the Fund’s distributor a distribution fee for certain activities relating to the distribution of shares to investors and maintenance of shareholder accounts. These activities include marketing and other activities to support the distribution of the Class L, Class M, Class T, Class U and Class U-2 Shares. The 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 has undertaken to comply with the terms of Rule 12b-1 as a condition of an exemptive order under the 1940 Act which permits it to have asset-based distribution fees. Under the distribution plan, the Fund pays a distribution fee at an annual rate of 0.25% of average daily net assets for Class L, Class M and Class T Shares, 0.50% of average daily net assets for Class U-2 Shares and 0.75% of average daily net assets for Class U Shares attributable to the respective share classes for remittance to financial intermediaries, as compensation for distribution and/or maintenance of shareholder accounts performed by such financial intermediaries for beneficial shareholders of the Fund. For the year ended October 31, 2021, Class T, Class U and Class U-2 Shares incurred distribution fees of $7, $709 and $25, respectively.

Shareholder Service Expenses

The Fund has adopted a shareholder services plan with respect to its Class A, Class L, Class T and Class U-2 Shares under which the Fund may compensate financial industry professionals or firms for providing ongoing services in respect of clients with whom they have distributed shares of the Fund. Such services may include (i) electronic processing of client orders, (ii) electronic fund transfers between clients and the Fund, (iii) account reconciliations with the Fund’s transfer agent, (iv) facilitation of electronic delivery to clients of Fund documentation, (v) monitoring client accounts for back-up withholding and any other special tax reporting obligations, (vi) maintenance of books and records with respect to the foregoing, (vii) responding to customer inquiries of a general nature regarding the Fund; (viii) responding to customer inquiries and requests regarding Statements of Additional Information, shareholder reports, notices, proxies and proxy statements, and other Fund documents; (ix) assisting customers in changing account options, account designations and account addresses, and (x) such other information and liaison services as the Fund or FS Credit Income Advisor may reasonably request. Under the shareholder services plan, the Fund, with respect to Class A, Class L, Class T and Class U-2 Shares, may incur expenses on an annual basis up to 0.25% of its average daily net assets attributable to Class A, Class L, Class T and Class U-2 Shares, respectively. For the year ended October 31, 2021, Class A, Class T and Class U-2 shares incurred shareholder service fees of $24, $6 and $12, respectively.

Note 4. Related Party Transactions

Compensation of the Investment Adviser, Sub-Adviser and their Affiliates

Pursuant to the investment advisory agreement (as amended, “Investment Advisory Agreement”), dated as of September 18, 2017, by and between the Fund and FS Credit Income Advisor, FS Credit Income Advisor is entitled to a management fee in consideration of the advisory services provided by FS Credit Income Advisor to the Fund. FS Credit Income Advisor is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is an affiliate of the Fund.

58

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 4. Related Party Transactions (continued)

Pursuant to the investment sub-advisory agreement (“Sub-Advisory Agreement”), dated as of September 18, 2017, by and among the Fund, FS Credit Income Advisor and the GoldenTree Sub-Advisor, the GoldenTree Sub-Advisor is entitled to receive a sub-advisory fee (payable out of the management fee) equal to 0.775% (on an annualized basis) of the Fund’s average daily gross assets.

The management fee is calculated and payable quarterly in arrears at the annual rate of 1.60% of the Fund’s average daily gross assets during such period. Prior to April 6, 2018, the management fee was 1.75% of the Fund’s average daily gross assets. All or any part of the management fee not taken as to any quarter will be deferred without interest and may be taken in any such other quarter as FS Credit Income Advisor may determine.

Pursuant to the amended and restated administration agreement (“Administration Agreement”), dated as of April 6, 2018, by and between the Fund and FS Credit Income Advisor, the Fund reimburses FS Credit Income Advisor and the GoldenTree Sub-Advisor, as applicable, for their respective actual costs incurred in providing administrative services to the Fund, including the allocable portion of the compensation and related expenses of certain personnel of FS Investments and the GoldenTree Sub-Advisor providing administrative services to the Fund on behalf of FS Credit Income Advisor, subject to the limitations set forth in the Administration Agreement and the Expense Limitation Agreement (as defined below). Such services include general ledger accounting, fund accounting, legal services, investor relations and other administrative services. FS Credit Income Advisor also performs, or oversees the performance of, the Fund’s corporate operations and required administrative services, which includes being responsible for the financial records that the Fund is required to maintain and preparing reports to the Fund’s shareholders and reports filed with the SEC. In addition, FS Credit Income Advisor assists the Fund in calculating its NAV, overseeing the preparation and filing of its tax returns and the printing and dissemination of reports to the Fund’s shareholders, and generally overseeing the payment of the Fund’s expenses and the performance of administrative and professional services rendered to the Fund by others. FS Credit Income Advisor is required to allocate the cost of such services to the Fund based on factors such as assets, revenues, time allocations and/or other methods.

The Board reviews the methodology employed in determining how the expenses are allocated to the Fund and the proposed allocation of the administrative expenses among the Fund and certain affiliates of FS Credit Income Advisor. The Board then assesses the reasonableness of such reimbursements for expenses allocated to the Fund based on the breadth, depth and quality of such services as compared to the estimated cost to the Fund of obtaining similar services from third-party service providers known to be available. In addition, the Board considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Board, among other things, compares the total amount paid to FS Credit Income Advisor for such services as a percentage of the Fund’s net assets to the same ratios reported by other comparable investment companies. The Fund will not reimburse FS Credit Income Advisor for any services for which it receives a separate fee or for any administrative expenses allocated to a controlling person of FS Credit Income Advisor.

Reimbursements of administrative expenses to FS Credit Income Advisor are subject to the terms of the Administration Agreement and the applicable expense limitation, and the GoldenTree Sub-Advisor has agreed, pursuant to the Sub-Advisory Agreement, to defer amounts owed to it for certain administrative services during periods in which FS Credit Income Advisor is waiving expenses or making payments pursuant to the Expense Limitation Agreement. Reimbursement of administrative expenses is ultimately subject to the limitations contained in the Administration Agreement and the Expense Limitation Agreement and FS Credit Income Advisor and the GoldenTree Sub-Advisor have agreed to share such reimbursements pro rata, with priority being given to the then-oldest unreimbursed expenses.

Pursuant to the Administration Agreement, FS Credit Income Advisor will be reimbursed for the administrative services performed by it on behalf of the Fund; provided, however, that (1) such costs are reasonably allocated by FS Credit Income Advisor to the Fund on the basis of assets, revenues, time allocations and/or other method; (2) such reimbursement shall be subject to any expense limitation of the Fund in effect at the time at which such reimbursement is otherwise payable; and (3) FS Credit Income Advisor shall not be entitled to reimbursement for any expenses relating to the salaries and direct expenses of administrative personnel paid by FS Credit Income Advisor (and the Fund shall have no obligation to pay any such expenses) to the extent that certain third-party expenses incurred by the Fund, whether directly or indirectly by FS Credit Income Advisor or GoldenTree, in connection with administering the Fund’s business exceed 0.25% of the average net assets attributable to each class of shares.

FS Investments funded the Fund’s offering costs in the amount of $1,681 for the period from October 27, 2016 (Inception) through April 6, 2018. Effective April 6, 2018, FS Investments agreed to assume all of the Fund’s prior and future offering costs and will not seek reimbursement of such costs.

The following table describes the fees and expenses accrued under the Investment Advisory Agreement and the Administration Agreement during the year ended October 31, 2021:

59

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 4. Related Party Transactions (continued)

Related Party

Source Agreement

Description

Amount

FS Credit Income Advisor

Investment Advisory Agreement

Management Fee(1)

$7,025

FS Credit Income Advisor

Administration Agreement

Administrative Services Expenses(2)

$51

  

(1)As of October 31, 2021, $2,015 in management fees were payable to FS Credit Income Advisor.

(2)During the year ended October 31, 2021, all of the accrued administrative services expenses related to third-party expenses.

Cross-Trades

The Fund is permitted to purchase and sell securities (“cross-trade”) from and to other funds sponsored by FS Investments and certain affiliates of the Fund in accordance with Rule 17a-7 under the 1940 Act, when the transaction is consistent with the investment objectives and policies of the Fund and in accordance with cross-trade procedures approved by the Board. Pursuant to Rule 17a-7 and in accordance with the Fund’s cross-trade procedures, each cross-trade is effected at the current market price of the security. During the year ended October 31, 2021, the Fund engaged in cross-trade purchases of $465.

Capital Contributions by FS Investments and GoldenTree

In June 2017, pursuant to a private placement, Michael C. Forman, a principal of FS Credit Income Advisor, contributed $100 to purchase approximately 8,000 Class I common shares at $12.50 per share.

In November 2017, FS Investments, GoldenTree and their affiliates collectively purchased $19,900 of Class I Shares, in June 2018, FS Investments purchased $17,283 of Class I Shares, in September 2019, an affiliate of FS Investments purchased $20 of Class U Shares and in December 2020, an affiliate of FS Investments purchased $20 of Class U-2 Shares. As of October 31, 2021, the Board and individuals and entities affiliated with FS Credit Income Advisor and GoldenTree held 2,930,570 Class I Shares, 1,531 Class U Shares and 1,511 Class U-2 Shares valued at approximately $39,563, $21 and $20, respectively, based on the respective NAV per share on such date. FS Investments, GoldenTree, and their respective employees, partners, officers and affiliates may own a significant percentage of the Fund’s outstanding shares for the foreseeable future. This ownership will fluctuate as other investors subscribe for shares in the Fund’s continuous public offering and any other offerings the Fund may determine to conduct in the future, and as the Fund repurchases shares pursuant to its quarterly repurchase offers. Depending on the size of this ownership at any given point in time, it is expected that these affiliates will, for the foreseeable future, either control the Fund or be in a position to exercise a significant influence on the outcome of any matter put to a vote of shareholders.

Expense Limitation Agreement

Pursuant to an amended and restated expense limitation agreement, dated April 6, 2018 (the “Expense Limitation Agreement”), FS Credit Income Advisor has agreed to pay or waive, on a quarterly basis, the “ordinary operating expenses” (as defined below) of the Fund to the extent that such expenses exceed 0.25% per annum of the Fund’s average daily net assets attributable to the applicable class of Shares (the “Expense Limitation”). The Expense Limitation may be adjusted for other classes of shares to account for class-specific expenses. In consideration of FS Credit Income Advisor’s agreement to limit the Fund’s expenses, the Fund has agreed to repay FS Credit Income Advisor in the amount of any Fund expenses paid or waived, subject to the limitations that: (1) the reimbursement for expenses will be made only if payable not more than three years following the time such payment or waiver was made; and (2) the reimbursement may not be made if it would cause the Fund’s then-current expense limitation, if any, and the expense limitation that was in effect at the time when FS Credit Income Advisor waived or reimbursed the ordinary operating expenses that are the subject of the repayment, to be exceeded. The Expense Limitation Agreement will continue indefinitely until terminated by the Board on written notice to FS Credit Income Advisor. The Expense Limitation Agreement may not be terminated by FS Credit Income Advisor. For the purposes of the Expense Limitation Agreement, “ordinary operating expenses” for a class of shares consist of all ordinary expenses of the Fund attributable to such class, including administration fees, transfer agent fees, fees paid to the Fund’s trustees, legal expenses relating to the Fund’s registration statements (and any amendments or supplements thereto) and other filings with the SEC (whether incurred by counsel to the Fund, FS Credit Income Advisor or the GoldenTree Sub-Advisor), administrative services expenses, and related costs associated with legal, regulatory compliance and investor relations, but excluding the following: (a) investment advisory fees, (b) portfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, commitment fees on leverage facilities, prime broker fees and expenses and dividend expenses related to short sales); (c) interest expense and other financing costs, (d) taxes, (e) distribution or shareholder servicing fees and (f) extraordinary expenses.

The specific amount of expenses waivable and/or payable by FS Credit Income Advisor pursuant to the Expense Limitation Agreement, if any, is determined at the end of each fiscal quarter. The conditional obligation of the Fund to reimburse FS Credit Income Advisor pursuant to the terms of the Expense Limitation Agreement shall survive the termination of such agreement for any reason.

60

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 4. Related Party Transactions (continued)

During the year ended October 31, 2021, the Fund accrued $1,033 of expense reimbursements from the adviser that FS Investments has agreed to pay, all of which pertained to the Expense Limitation Agreement. Such amount may be subject to conditional reimbursement as described above.

Exemptive Relief

The Fund has been granted exemptive relief by the SEC that permits the Fund to participate in certain negotiated co-investments alongside other funds managed by FS Credit Income Advisor, GoldenTree or certain of its affiliates, subject to certain conditions, including (i) that a majority of the Board of Trustees who have no financial interest in the co-investment transaction and a majority of the Board of Trustees who are not “interested persons,” as defined in the 1940 Act, approve the co-investment and (ii) that the price, terms and conditions of the co-investment will be identical for each fund participating pursuant to the exemptive relief.

Note 5. Distributions

During the year ended October 31, 2021, the Fund declared and paid gross distributions in the amount of $0.75 (as adjusted for the applicable share class expenses) per share in the total amount of $19,129. The timing and amount of any future distributions to shareholders are subject to applicable legal restrictions and the sole discretion of the Board.

Shareholders automatically participate in the distribution reinvestment plan (“DRP”), unless and until an election is made to withdraw from the DRP on behalf of such participating shareholder. Under the DRP, the Fund’s cash distributions to shareholders are reinvested in full and fractional shares of the same class of shares of the Fund. To the extent that shareholders reinvest their cash distributions, the Fund will use the proceeds to purchase additional common shares of the Fund. As such, a portion of the cash distributions paid by the Fund may be reinvested in additional common shares of the Fund.

The following table reflects the sources of distributions on a tax basis that the Fund paid on its common shares during the years ended October 31, 2021 and 2020:

Year Ended October 31,

2021

2020

Source of Distribution

 

Distribution Amount

 

Percentage

 

Distribution Amount

 

Percentage

Net investment income(1)

$15,612

82%

$12,755

95%

Short-term capital gains proceeds from the sale of assets

3,517

18%

667

5%

Long-term capital gains proceeds from the sale of assets

Return of capital

Total

$19,129

100%

$13,422

100%

  

(1)The Fund’s net investment income on a tax basis for the years ended October 31, 2021 and 2020 was $15,612 and $12,579, respectively. The determination of the tax attributes of the Funds distributions is made annually as of the end of the calendar year based upon the Fund’s taxable income for the calendar year and distributions paid for the calendar year. The actual tax characteristics of distributions to shareholders are reported to shareholders annually on Form 1099-DIV.

The Fund may make certain adjustments to the classification of net assets as a result of permanent book-to-tax differences. During the year ended October 31, 2021, the Fund increased accumulated earnings (deficit) by $52 and decreased capital in excess of par value by $52. This reclassification has no impact on the net assets of the Fund.

As of October 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows:

Distributable ordinary income

$8,393

Distributable long-term capital gains

Net unrealized appreciation (depreciation)

9,051

Total

$17,444

The aggregate cost of the Fund’s investments for U.S. federal income tax purposes totaled $496,182 as of October 31, 2021. The difference between the Fund’s GAAP basis cost and tax basis cost is primarily due to wash sales loss deferrals. Aggregate net unrealized appreciation (depreciation) on investments, including derivatives, on a tax basis was $8,296, which was comprised of gross unrealized appreciation of $13,804 and gross unrealized depreciation of $5,508, as of October 31, 2021.

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

 

61

Note 6. Financial Instruments

The Fund trades in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts, futures contracts, swap contracts and written options, among others, and involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

The Fund is subject to foreign currency exchange rate risk, interest rate risk and credit risk in the normal course of pursuing its investment objectives. The Fund enters into cross-currency swap contracts and forward foreign currency exchange contracts to gain or reduce exposure to foreign currencies, interest rate futures and/or swap contracts to gain or reduce exposure to fluctuations in interest rates and total return swap and credit default swap contracts to manage its credit risk, to gain exposure to a credit in which it may otherwise invest or to enhance its returns.

A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a future date. These contracts help to manage the overall exposure to the currencies in which some of the investments and borrowings held by the Fund are denominated and in some cases, are used to obtain exposure to a particular market.

Each forward foreign currency exchange contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the statement of assets and liabilities. When a contract is closed, a realized gain or loss is recorded in the statement of operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts contains the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies, and the risk that counterparties are unable to fulfill their obligations under the contracts. The Fund mitigates its counterparty risk by entering into forward foreign currency exchange contracts only with a diverse group of prequalified counterparties, monitoring their financial strength, entering into master netting arrangements with its counterparties, and requiring its counterparties to transfer collateral as security for their performance.

Cross-currency swaps are contracts in which cash flows are exchanged between two parties based on the notional amounts of two different currencies. The notional amounts are typically determined based on the spot exchange rates at the inception of the trade. Cross-currency swaps involve an agreement to exchange notional amounts at a later date at either the same exchange rate, a specified rate or the then current spot rate. Periodic payments are made between the parties based on benchmark rates plus a spread, if applicable, in the two currencies.

Each cross-currency swap is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the statement of assets and liabilities. When a swap is closed, a realized gain or loss is recorded in the statement of operations equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of cross-currency swaps contains the risk that the value of a cross-currency swap changes unfavorably due to movements in the value of the referenced foreign currencies, as well as the risk that the counterparty to the swap will default on its contractual delivery obligations.

An interest rate futures contract is an agreement between the Fund and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. The Fund invests in interest rate futures contracts to hedge the Fund’s existing portfolio securities against fluctuations in value caused by changes in interest rates or market conditions; as a cash management tool; to hedge interest rate risks associated with the Fund’s investments; to facilitate investments in portfolio securities; and to reduce cost. In addition, the Fund takes long or short positions in futures to seek to stabilize overall portfolio volatility and to hedge overall market risk.

Upon entering into an interest rate futures contract, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Cash deposited as initial margin receivable is shown as collateral held at broker in the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as receivable (or payable) for variation margin on open futures in the statement of assets and liabilities. When the contract is closed, a realized gain or loss is recorded in the statement of operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. Risks of entering into interest rate futures contracts include interest rate risk and the possibility of an illiquid secondary market for these instruments. When investing in futures, there is reduced counterparty credit risk to the Fund because futures are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees against default.

62

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 6. Financial Instruments (continued)

An interest rate swap contract is an exchange of interest rates between counterparties. An interest rate swap generally involves one party making payments based on a fixed interest rate in return for payments from a counterparty based on a variable or floating interest rate. The Fund may enter into either side of such a swap contract. Interest rate swaps are used to adjust the Fund’s sensitivity to interest rates or to hedge against changes in interest rates.

Each interest rate swap is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the statement of assets and liabilities. When a swap is closed, a realized gain or loss is recorded in the statement of operations equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of interest rate swaps contains the risk that the value of an interest rate swap changes unfavorably due to movements in interest rates, as well as the risk that the counterparty to the swap will default on its contractual delivery obligations. Counterparty risk is mitigated for cleared swaps by trading these instruments through a central counterparty.

Total return swaps are entered into to obtain exposure to a security or market without owning such security or investing directly in such market or to exchange the risk/return of one market with another market. Total return swaps are agreements in which there is an exchange of cash flows whereby one party commits to make payments based on the total return (distributions plus capital gains/losses) of an underlying instrument in exchange for fixed or floating rate interest payments. If the total return of the instrument or index underlying the transaction exceeds or falls short of the offsetting fixed or floating interest rate obligation, the Fund receives payment from or makes a payment to the counterparty.

Each total return swap is marked semi-monthly or more frequently and the change in market value is recorded as unrealized appreciation (depreciation) in the statement of assets and liabilities. When a swap is closed, a realized gain or loss is recorded in the statement of operations equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of total return swaps contains the risk that the underlying security defaults (credit risk).

Credit default swaps are contracts in which one party makes a periodic stream of payments to another party in exchange for protection in the event of a specified credit event with respect to a specified issuer of a debt obligation. Credit events are contract specific but may include bankruptcy, failure to pay principal or interest, restructuring, obligation acceleration and repudiation or moratorium. The Fund enters into credit default swaps to manage credit risk, gain exposure to a credit in which it may otherwise invest or to enhance its returns.

If the Fund is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Fund could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Fund for the same referenced obligation. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily and is recorded as realized loss or gain. The Fund records an increase or decrease to unrealized appreciation (depreciation) on credit default swaps in an amount equal to the change in daily valuation. Upfront payments or receipts, if any, are recorded as unamortized swap premiums paid or received, respectively, and are amortized over the life of the swap contract as realized losses or gains. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation (depreciation) on credit default swaps to determine the market value of swaps. The Fund will segregate assets in the form of cash and/or liquid securities in an amount equal to any unrealized depreciation on the credit default swaps of which it is the buyer, marked-to-market on a daily basis. The Fund segregates assets in the form of cash and/or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. Credit default swaps involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

The fair value of open derivative instruments (which are not considered to be hedging instruments for accounting disclosure purposes) by risk exposure as of October 31, 2021 was as follows:

Fair Value

 

 

Asset
Derivative

 

Liability
Derivative

Foreign Currency Risk

Forward foreign currency exchange contracts

$779

(1)

$317

(2)

Cross-currency swaps

$1,078

(3)

$423

(4)

Interest Rate Risk

Interest rate futures

$103

(5)

$

Interest rate swaps

$67

(3)

$10

(4)

Credit Risk

Total return swaps

$37

(3)

$76

(4)

63

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 6. Financial Instruments (continued)

  

The Fund’s derivative assets and liabilities at fair value by risk, presented in the table above, are reported on a gross basis on the Fund’s statement of assets and liabilities and located as follows:

(1)Unrealized appreciation on forward foreign currency exchange contracts.

(2)Unrealized depreciation on forward foreign currency exchange contracts.

(3)Unrealized appreciation on swap contracts.

(4)Unrealized depreciation on swap contracts.

(5)Receivable for variation margin on futures contracts.

The following tables present the Fund’s derivative assets and liabilities and reverse repurchase agreement by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Fund for assets or pledged by the Fund for liabilities as of October 31, 2021:

Counterparty

 

Derivative
Assets
Subject to
Master Netting
Agreement
(1)

Derivatives
Available for
Offset

Non-cash
Collateral
Received
(2)

Cash
Collateral
Received
(2)

Net
Amount of
Derivative
Assets
(3)

Bank of America, N.A.

$37

$37

$

$

$

BNP Paribas

$16

$

$

$

$16

Goldman Sachs International

$67

$10

$

$

$57

JPMorgan Chase Bank, N.A.

$1,305

$670

$

$34

$601

State Street Bank and Trust Company

$536

$70

$

$

$466

 

Counterparty

 

Derivative
Liabilities
Subject to
Master Netting
Agreement
(1)

Derivatives
Available for
Offset

Non-cash
Collateral
Pledged
(2)

Cash
Collateral
Pledged
(2)

Net
Amount of
Derivative
Liabilities
(4)

Bank of America, N.A.

$76

$37

$

$39

$

Goldman Sachs International

$10

$10

$

$

$

JPMorgan Chase Bank, N.A.

$670

$670

$

$

$

Royal Bank of Canada

$2,280

$

$2,280

$

$

State Street Bank and Trust Company

$70

$70

$

$

$

  

(1)Exchange-traded or centrally-cleared derivatives are excluded from these reported amounts.

(2)In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization.

(3)Net amount of derivative assets represents the net amount due from the counterparty to the Fund in the event of default.

(4)Net amount of derivative liabilities represents the net amount due from the Fund to the counterparty in the event of default.

The effect of derivative instruments (which are not considered to be hedging instruments for accounting disclosure purposes) on the Fund’s statement of operations by risk exposure for the year ended October 31, 2021 was as follows:

 

 

Realized Gain
(Loss) on
Derivatives
Recognized in
Income

Net Change
in Unrealized
Appreciation
(Depreciation)
on Derivatives
Recognized in
Income

Foreign Currency Risk

Forward foreign currency exchange contracts

$(890

)(1)

$643

(2)

Cross-currency swaps

$(123

)(3)

$1,134

(4)

Interest Rate Risk

Interest rate futures

$80

(5)

$72

(6)

Interest rate swaps

$368

(3)

$19

(4)

Credit Risk

Total return debt swaps

$237

(3)

$1

(4)

64

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 6. Financial Instruments (continued)

  

The Fund’s derivative instruments at fair value by risk, presented in the table above, are reported on The Fund’s Statement of Operations and located as follows:

(1)Net realized gain (loss) on forward foreign currency exchange contracts.

(2)Net change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts.

(3)Net realized gain (loss) on swap contracts.

(4)Net change in unrealized appreciation (depreciation) on swap contracts.

(5)Net realized gain (loss) on futures contracts.

(6)Net change in unrealized appreciation (depreciation) on futures contracts.

The average notional amounts of forward foreign currency exchange contracts, short futures contracts, cross-currency swaps, interest rate swaps and total return debt swaps outstanding during the year ended October 31, 2021, which are indicative of the volumes of these derivative types, were $34,139, $4,273, $46,672, $5,312 and $6,983, respectively.

The Fund may enter into reverse repurchase agreements in the normal course of its investing activities. The use of reverse repurchase agreements involves many of the same risks involved in the use of leverage, as the proceeds from reverse repurchase agreements generally are invested in additional securities. If the Fund suffers a loss on its investment of the transaction proceeds from a reverse repurchase agreement, the Fund would still be required to pay the full repurchase price. Further, the Fund remains subject to the risk that the market value of the securities repurchased declines below the repurchase price. In such cases, the Fund would be required to return a portion of the cash received from the transaction or provide additional securities to the counterparty.

Cash received in exchange for securities delivered plus accrued interest due to the counterparty is recorded as a liability in the statement of assets and liabilities at face value including accrued interest. The face value of the reverse repurchase agreement approximates fair value. Interest payments made by the Fund to the counterparties are recorded as a component of interest expense in the statement of operations. In periods of increased demand for the security, the Fund may receive a fee for the use of the security by the counterparty, which may result in interest income to the Fund.

Reverse repurchase transactions are entered into by the Fund under master repurchase agreements (“MRA”), which permit the Fund, under certain circumstances, including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from the Fund. With reverse repurchase transactions, typically the Fund and counterparty under an MRA are permitted to sell, re-pledge, or use the collateral associated with the transaction. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterparty’s bankruptcy or insolvency. Pursuant to the terms of the MRA, the Fund receives or posts securities as collateral with a market value in excess of the repurchase price to be paid or received by the Fund upon the maturity of the transaction. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund is considered an unsecured creditor with respect to excess collateral and, as such, the return of excess collateral may be delayed.

As of October 31, 2021, the following table presents the Fund’s open reverse repurchase agreements by counterparty, which are subject to offset under an MRA on a net basis:

Counterparty

 

Reverse
Repurchase
Agreements

 

Non-cash Collateral
Pledged Including
Accrued Interest
(1)

Cash 
Collateral
Pledged

Net Exposure
Due (to)/from
Counterparty
(2)

Royal Bank of Canada

$2,280

$2,280

$ —

$ —

  

(1)In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization.

(2)Net exposure represents the net receivable (payable) that would be due from (to) the counterparty in the event of default.

The following table reflects a breakdown of transactions accounted for as secured borrowings, the gross obligation by the type, and the remaining contractual maturity of those transactions as of October 31, 2021.

Remaining Contractual Maturity of the Agreements

 

 

Overnight
and
Continuous

 

Less Than
30 Days

 

30 - 90
Days

 

More Than
90 Days

 

Total

Reverse Repurchase Agreements

Unsecured Bond

$

$

$

$2,280

$2,280

Total Borrowings

$

$

$

$2,280

$2,280

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

 

65

Note 7. Investment Portfolio

The following table summarizes the composition of the Fund’s investment portfolio at cost and fair value as of October 31, 2021:

 

 

Amortized Cost(1)

Fair Value

Percentage
of Portfolio

Senior Secured Loans—First Lien

$59,505

$60,422

12

%

Senior Secured Loans—Second Lien

5,320

5,505

1

%

Senior Secured Bonds

68,487

69,820

14

%

Unsecured Bonds

175,314

178,341

35

%

Collateralized Loan Obligation (CLO) / Structured Credit

140,983

141,962

28

%

Convertible Bonds

13,109

13,200

3

%

Municipal Bonds

6,067

7,697

1

%

Emerging Markets Debt

19,091

18,914

4

%

Preferred Equity

3,017

3,104

1

%

Common Equity

4,439

5,513

1

%

Total

$495,332

$504,478

100

%

  

(1)Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

In general, under the 1940 Act, the Fund would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or had the power to exercise control over the management or policies of such portfolio company, and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities.

As of October 31, 2021, the Fund did not “control” any of its portfolio companies and was not an “affiliated person” of any of its portfolio companies, each as defined in the 1940 Act.

The Fund’s investment portfolio may contain loans and other unfunded arrangements that are in the form of lines of credit or revolving credit facilities, or other investments, which require the Fund to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. As of October 31, 2021, the Fund had unfunded commitments of $3,349. The Fund maintains sufficient cash on hand, available borrowings and liquid securities to fund any unfunded commitments should the need arise.

The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of October 31, 2021:

Industry Classification

 

Fair Value

Percentage
of Portfolio

USD CLO

$100,752

20

%

Oil & Gas

48,824

10

%

Telecommunications

33,742

7

%

Media Entertainment

30,801

6

%

EUR CLO

25,044

5

%

Healthcare-Services

18,883

4

%

Leisure Time

16,144

3

%

Retail

15,222

3

%

Pharmaceuticals

15,017

3

%

Diversified Financial Services

14,820

3

%

Electric

12,419

2

%

Real Estate Investment Trusts

11,596

2

%

Food

9,611

2

%

Entertainment

8,545

2

%

Chemicals

8,407

2

%

Municipal

7,697

2

%

Other

126,954

24

%

Total

$504,478

100

%

Purchases and sales of securities during the year ended October 31, 2021, other than short-term securities and U.S. government obligations, were $605,977 and $444,177, respectively.

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

 

66

Note 8. Fair Value of Financial Instruments

Under existing accounting guidance, fair value is defined as the price that a fund would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Fund. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The Fund classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:

Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.

Level 3: Inputs that are unobservable for an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

As of October 31, 2021, the Fund’s investments and derivatives were categorized as follows in the fair value hierarchy:

Asset Description

Level 1

Level 2 

Level 3 

Total

Senior Secured Loans—First Lien

$

$60,422

$

$60,422

Senior Secured Loans—Second Lien

5,505

5,505

Senior Secured Bonds

69,820

69,820

Unsecured Bonds

177,506

835

178,341

Collateralized Loan Obligation (CLO) / Structured Credit

135,915

6,047

141,962

Convertible Bonds

13,200

13,200

Municipal Bonds

7,697

7,697

Emerging Markets Debt

18,914

18,914

Preferred Equity

1,134

1,761

209

3,104

Common Equity

3,732

1,269

512

5,513

Total Investments

4,866

492,009

7,603

504,478

Forward Foreign Currency Exchange Contracts

779

779

Short Futures

103

103

Cross-Currency Swaps

1,078

1,078

Interest Rate Swaps

67

67

Total Return Debt Swaps

37

37

Total Assets

$4,969

$493,933

$7,640

$506,542

 

Liability Description

Level 1

Level 2 

Level 3 

Total

Reverse Repurchase Agreements

$

$(2,280

)

$

$(2,280

)

U.S. Treasury Sold Short

(475

)

(475

)

Forward Foreign Currency Exchange Contracts

(317

)

(317

)

Short Futures

Cross-Currency Swaps

(423

)

(423

)

Interest Rate Swaps

(10

)

(10

)

Total Return Debt Swaps

(76

)

(76

)

Total Liabilities

$

$(3,505

)

$(76

)

$(3,581

)

The Fund’s investments consist primarily of debt securities that are traded on a private over-the-counter market for institutional investors. Except as described below, the Fund values its investments daily by using the mid-point of the prevailing bid and ask prices from dealers, which are provided by an independent third-party pricing service approved by the Board and screened for validity by such service. Investments and futures that are traded on an active public market are valued daily at their closing price. Forward foreign currency exchange contracts and swaps are valued at their quoted daily prices obtained from an independent third party.

67

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (continued)

Debt investments where prices from dealers are not available are valued using broker quotes. Debt investments for which broker quotes are not available would be valued by an independent third-party valuation firm approved by the Board, which determines the fair value of such investments by considering, among other factors, the borrower’s ability to adequately service its debt, prevailing interest rates for like investments, expected cash flows, call features, anticipated prepayments and other relevant terms of the investments. Investments that are traded on an active public market are valued at their closing price as of the date of the financial statements and are classified as Level 1 within the fair value hierarchy. Except as described above, one of the Fund’s preferred stock investments is also valued by the same independent valuation firm, which determines the fair value of such investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value.

The Fund periodically benchmarks the bid and ask prices it receives from the independent third-party pricing service and/or dealers, as applicable, against the actual prices at which it purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Fund’s management in purchasing and selling these investments in other investment funds managed by the sponsor, the Fund believes that these prices are reliable indicators of fair value. The Fund may also use other methods, including the use of an independent third-party valuation service approved by the Board, to determine fair value for securities for which it cannot obtain prevailing bid and ask prices through independent third-party pricing services or independent dealers, or where the Board otherwise determines that the use of such other methods is appropriate. The Fund will periodically benchmark the valuations provided by the independent third-party valuation service against the actual prices at which the Fund purchases and sells its investments. The Fund’s audit committee and Board reviewed the valuation determinations made with respect to these investments and determined that they were made in a manner consistent with the Fund’s valuation policy.

The following is a reconciliation for the year ended October 31, 2021 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

 

 

Senior
Secured
Loans—
First Lien

Senior
Secured
Loans—
Second Lien

Unsecured
Bonds

Collateralized
Loan
Obligation
(CLO)/
Structured
Credit

Preferred
Equity

Common
Equity

Total

Fair value at beginning of year

$2,798

$694

$829

$2,475

$208

$527

$7,531

Accretion of discount
(amortization of premium)

2

2

Realized gain (loss)

7

96

103

Net change in unrealized appreciation (depreciation)

6

(34

)

1

(15

)

(42

)

Purchases

4,803

5

4,808

Sales

(20

)

(701

)

(1,295

)

(2,016

)

Transfers into Level 3(1)

Transfers out of Level 3(1)

(2,778

)

(5

)

(2,783

)

Fair value at end of year

$

$

$835

$6,047

$209

$512

$7,603

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date

$

$

$6

$(2

)

$1

$(15

)

$(10

)

  

(1)Transfers into or out of Level 3 were deemed to have occurred as a result of, among other factors, changes in liquidity, the depth and consistency of prices from third-party pricing services and the existence of observable trades in the market.

68

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (continued)

The following is a reconciliation for the year ended October 31, 2021 of the total return debt swaps for which significant unobservable inputs (Level 3) were used in determining fair value:

Fair value at beginning of year

$(40

)

Accretion of discount (amortization of premium)

Net realized gain (loss)

237

Net change in unrealized appreciation (depreciation)

1

Sales and repayments

(237

)

Net transfers in or out of Level 3

Fair value at end of year

(39

)

 

The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to the total return debt swaps still held at the reporting date

$1

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of October 31, 2021 are as follows:

Type of Investment

Fair Value at
October 31,
2021

Valuation
Technique
(1)

Unobservable
Input


Range

Weighted
Average

Unsecured Bonds

$835

Market Comparables

EBITDA Multiples (x)
Market Yield (%)

10.5x – 11.5x

8.7% - 9.9%

11.0x
9.3%

CLO/Structured Credit

2,003
984
3,060

Discounted Cash Flow

Cost

Other(2)

Discount Rate (%)

4.8% - 5.3%

5.0%

Preferred Equity

209

Market Comparables

EBITDA Multiples (x)

Market Yield (%)

12.0x - 14.0x

9.5% - 10.9%

13.0x
10.2%

Common Equity

500
10
2

Market Comparables

Option Pricing Model

Other(2)

EBITDA Multiples (x)

Volatility (%)

7.3x – 7.8x

40.0% - 40.0%

7.6x
40.0%

Total

$7,603

Interest Rate Swaps

$0

Cost

Total Return Debt Swaps

$(39)

Market Comparables

Market Yield (%)

1.7% - 4.6%

3.1%

  

(1)For investments using a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. Investments valued using an EBITDA multiple or a revenue multiple pursuant to the market comparables valuation technique may be conducted using an enterprise valuation waterfall analysis. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, in isolation, would result in a significantly lower (higher) fair value measurement. For investments utilizing an option valuation model valuation technique, a significant increase (decrease) in the volatility, in isolation, would result in a significantly higher (lower) fair value measurement.

(2)Fair valued based on expected outcome of proposed corporate transactions or other factors.

Note 9. Financing Arrangement

The following table presents summary information with respect to the Fund’s financing arrangement as of October 31, 2021:

Arrangement

Type of Arrangement

Rate

Amount
Outstanding

Amount
Available

Maturity Date

BNP Facility

Revolving Prime Brokerage

L+1.00%

$53,218

$125,464(1)

April 28, 2022(2)

  

(1)The amount available under the BNP Facility is calculated based on the value of the pledged collateral, rather than BNP Paribas’ commitment. As explained below, the Fund may borrow amounts in excess of BNP Paribas’ commitment, at the discretion of BNP Paribas, to the extent the pledged collateral provides sufficient coverage for additional borrowings.

(2)As described below, the BNP Facility generally is terminable upon 179 days’ notice by either party. As of October 31, 2021, neither the Fund nor BNP Paribas had provided notice of its intent to terminate the facility.

69

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 9. Financing Arrangement (continued)

BNP Facility

On October 25, 2017, and effective November 1, 2017, the Fund entered into a committed facility arrangement (the “BNP Facility”) with BNP Paribas Prime Brokerage International, Ltd. (together with its affiliates “BNP Paribas”). The BNP Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies. The Fund may borrow on an uncommitted basis, at the discretion of BNP Paribas, to the extent the pledged collateral provides sufficient coverage for such borrowings. The Fund may also borrow on a committed basis up to an aggregate principal amount equal to the average outstanding balance over the past ten business days.

The Fund may terminate the BNP facility at any time upon written notice to BNP Paribas. Absent a default or facility termination event (or the ratings decline described in the following sentence), BNP Paribas is required to provide the Fund with 179 days’ written notice prior to terminating or materially amending the BNP Facility. BNP Paribas has a cancellation right if BNP Paribas’ long-term credit rating declines three or more notches below its highest rating by any of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services or Fitch IBCA, Inc. during the term of the BNP Facility. Upon any such termination, BNP Paribas is required to pay the Fund a fee equal to 1.00% of the maximum amount of financing available on the termination date.

Under the BNP Facility, borrowings bear interest at the rate of one-month London Interbank Offered Rate (“LIBOR”) (or the relevant reference rate for any foreign currency borrowings) plus 1.00% per annum. Interest is payable monthly in arrears or may be capitalized on the principal balance as additional cash borrowing.

Under the BNP Facility, the Fund has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other requirements customary for facilities of this type. The value of securities required to be pledged by the Fund is determined in accordance with the margin requirements described in the BNP Facility agreements. The BNP Facility agreements contain the following events of default and termination events customary for similar financing transactions.

The Fund’s obligations under the BNP Facility are secured by a first priority security interest in the Fund’s assets held at certain specified custody accounts.

The carrying amount outstanding under the BNP Facility approximates its fair value. For the year ended October 31, 2021, the total interest expense for the BNP Facility was $733.

For the year ended October 31, 2021, the cash paid for interest expense, average borrowings, effective interest rate and weighted average interest rate for the BNP Facility were as follows:

Cash paid for interest expense(1)

$730

Average borrowings

$63,555

Effective interest rate on borrowings at October 31, 2021

1.09

%

Weighted average interest rate

1.15

%

  

(1)Interest under the BNP Facility is payable monthly in arrears or may be capitalized on the principal balance as additional cash borrowing. During the year ended October 31, 2021, interest under the BNP Facility was capitalized.

Note 10. Concentration of Risk

Investing in the Fund involves risks, including, but not limited to, those set forth below. The risks described below are not, and are not intended to be, a complete enumeration or explanation of the risks involved in an investment in the Fund. For a more complete discussion of the risks of investing in the Fund, see the section entitled “Types of Investments and Related Risks” in the Funds prospectus and the Fund’s other filings with the SEC.

LIBOR Risk: The Fund is exposed to risks associated with changes in interest rates, including with respect to the phase out of LIBOR. The Fund is subject to financial market risks, including changes in interest rates. General interest rate fluctuations may have a substantial negative impact on the Fund’s investments, investment opportunities and cost of capital and, accordingly, may have a material adverse effect on its investment objectives, its rate of return on invested capital and its ability to service its debt and make distributions to its stockholders. In addition, an increase in interest rates would make it more expensive to use debt for the Fund’s financing needs, if any.

A majority of the Fund’s investment portfolio consists of senior secured debt and unsecured debt. The longer the duration of these securities, generally, the more susceptible they are to changes in market interest rates. As market interest rates increase, those securities with a lower yield-at-cost can experience a mark-to-market unrealized loss. An impairment of the fair market value of the Fund’s investments, even if unrealized, must be reflected in its financial statements for the applicable period and may therefore have a material adverse effect on its results of operations for that period.

70

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 10. Concentration of Risk (continued)

Because the Fund incurs indebtedness to make investments, the Fund’s net investment income is dependent, in part, upon the difference between the rate at which the Fund borrows funds or pays interest on outstanding debt securities and the rate at which it invests these funds. An increase in interest rates would make it more expensive to use debt to finance the Fund’s investments or to refinance its current financing arrangements. In addition, certain of the Fund’s financing arrangements provide for adjustments in the loan interest rate along with changes in market interest rates. Therefore, in periods of rising interest rates, the Fund’s cost of funds will increase, which could materially reduce its net investment income. Any reduction in the level of interest rates on new investments relative to interest rates on the Fund’s current investments could also adversely impact its net investment income.

The Fund has and may continue to structure a large portion of its debt investments with floating interest rates to position its portfolio for rate increases. However, there can be no assurance that this will successfully mitigate the Fund’s exposure to interest rate risk. For example, in the event of a rising interest rate environment, payments under floating rate debt instruments generally would rise and there may be a significant number of issuers of such floating rate debt instruments that would be unable or unwilling to pay such increased interest costs and may otherwise be unable to repay their loans. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Investments in floating rate debt instruments may also decline in value in response to rising interest rates if the interest rates of such investments do not rise as much, or as quickly, as market interest rates in general. Similarly, during periods of rising interest rates, the Fund’s fixed rate investments may decline in value because the fixed rate of interest paid thereunder may be below market interest rates.

On July 27, 2017, the Chief Executive of the UK Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that the FCA will no longer persuade nor compel banks to submit rates for the calculation of LIBOR and certain other Reference Rates after 2021. The FCA and Intercontinental Exchange (“ICE”) Benchmark Administrator have since announced that most LIBOR settings will no longer be published after December 31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing Secured Overnight Financing Rate (“SOFR”) that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new reference rates. Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Fund. The effect of any changes to, or discontinuation of, LIBOR on the Fund will depend on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new instruments and contracts. The expected discontinuation of LIBOR could have a significant impact on the financial markets in general and may also present heightened risk to market participants, including public companies, investment advisers, investment companies, and broker-dealers. The risks associated with this discontinuation and transition will be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner.

The transition process might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the completion of the transition. All of the aforementioned may adversely affect the Fund’s performance or NAV.

Alteration of the terms of a debt instrument or a modification of the terms of other types of contracts to replace an interbank offered rate with a new reference rate could result in a taxable exchange and the realization of income and gain/loss for U S federal income tax purposes. The IRS has issued proposed regulations regarding the tax consequences of the transition from interbank offered rates to new reference rates in debt instruments and non-debt contracts. Under the proposed regulations, to avoid such alteration or modification of the terms of a debt instrument being treated as a taxable exchange, the fair market value of the modified instrument or contract must be substantially equivalent to its fair market value before the qualifying change was made. The IRS may withdraw, amend or finalize, in whole or part, these proposed regulations and/or provide additional guidance, with potential retroactive effect.

Credit Risk: The Fund’s debt investments are subject to the risk of non-payment of scheduled interest or principal by the borrowers with respect to such investments. Such non-payment would likely result in a reduction of income to the Fund and a reduction in the value of the debt investments experiencing non-payment.

Although the Fund may invest in investments that FS Credit Income Advisor and GoldenTree believe are secured by specific collateral, the value of which may exceed the principal amount of the investments at the time of initial investment, there can be no assurance that the liquidation of any such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments with respect to such investment, or that such collateral could be readily liquidated. In addition, in the event of bankruptcy of a borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the

71

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 10. Concentration of Risk (continued)

collateral securing an investment. Under certain circumstances, collateral securing an investment may be released without the consent of the Fund. Moreover, the Fund’s investments in secured debt may be unperfected for a variety of reasons, including the failure to make required filings by lenders, trustees or other responsible parties and, as a result, the Fund may not have priority over other creditors as anticipated. The Fund’s right to payment and its security interest, if any, may be subordinated to the payment rights and security interests of more senior creditors. Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In this case, a portfolio company’s ability to repay the principal of an investment may be dependent upon a liquidity event or the long-term success of the company, the occurrence of which is uncertain.

Companies in which the Fund invests could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment or an economic downturn. As a result, companies that the Fund expected to be stable may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress.

Subordinated Loans Risk: Subordinated loans generally are subject to similar risks as those associated with investments in senior loans, except that such loans are subordinated in payment and/or lower in lien priority to first lien holders. In the event of default on a subordinated loan, the first priority lien holder has first claim to the underlying collateral of the loan to the extent such claim is secured. Additionally, an oversecured creditor may be entitled to additional interest and other charges in bankruptcy increasing the amount of their allowed claim. Subordinated loans are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Subordinated loans generally have greater price volatility than senior loans and may be less liquid.

Below Investment Grade Rating Risk: The Fund may invest unlimited amounts in debt instruments that are rated below investment grade, which are often referred to as “high-yield” securities or “junk bonds.” Below investment grade senior loans, high-yield securities and other similar instruments are rated “Ba1” or lower by Moody’s, “BB+” or lower by S&P or “BB+” or lower by Fitch or, if unrated, are judged by FS Credit Income Advisor to be of comparable credit quality. While generally providing greater income and opportunity for gain, below investment grade debt instruments may be subject to greater risks than securities or instruments that have higher credit ratings, including a higher risk of default. The credit rating of a corporate bond and senior loan that is rated below investment grade does not necessarily address its market value risk, and ratings may from time to time change, positively or negatively, to reflect developments regarding the borrower’s financial condition. Below investment grade corporate bonds and senior loans and similar instruments often are considered to be speculative with respect to the capacity of the borrower to timely repay principal and pay interest or dividends in accordance with the terms of the obligation and may have more credit risk than higher rated securities. Lower grade securities and similar debt instruments may be particularly susceptible to economic downturns. It is likely that a prolonged or deepening economic recession could adversely affect the ability of some borrowers issuing such corporate bonds, senior loans and similar debt instruments to repay principal and pay interest on the instrument, increase the incidence of default and severely disrupt the market value of the securities and similar debt instruments.

Non-U.S. Securities Risk: Investments in certain securities and other instruments of non-U.S. issuers or borrowers (non-U.S. securities) involve factors not typically associated with investing in the United States or other developed countries, including, but not limited to, risks relating to: (i) differences between U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets; the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements; and less government supervision and regulation; (ii) other differences in law and regulation, including fewer investor protections, less stringent fiduciary duties, less developed bankruptcy laws and difficulty in enforcing contractual obligations; (iii) certain economic and political risks, including potential economic, political or social instability; exchange control regulations; restrictions on foreign investment and repatriation of capital, possibly requiring government approval; expropriation or confiscatory taxation; other government restrictions by the United States or other governments; higher rates of inflation; higher transaction costs; and reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms; and (iv) the possible imposition of local taxes on income and gains recognized with respect to securities and assets. Certain non-U.S. markets may rely heavily on particular industries or non-U.S. capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, organizations, entities and/or individuals, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures. International trade barriers or economic sanctions against non-U.S. countries, organizations, entities and/or individuals may adversely affect the Fund’s non-U.S. holdings or exposures. Certain non-U.S. investments may become less liquid in response to social, political or market developments or adverse investor perceptions, or become illiquid after purchase by the Fund, particularly during periods of market turmoil. Certain non U.S. investments may become illiquid when, for instance, there are few, if any, interested buyers and sellers or

72

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 10. Concentration of Risk (continued)

when dealers are unwilling to make a market for certain securities. When the Fund holds illiquid investments, its portfolio may be harder to value, especially in changing markets. The risks of investments in emerging markets, including the risks described above, are usually greater than the risks involved in investing in more developed markets. Because non-U.S. securities may trade on days when the Fund’s common shares are not priced, NAV may change at times when common shares cannot be sold.

Foreign Currency Risk: Investments made by the Fund, and the income received by the Fund with respect to such investments, may be denominated in various non-U.S. currencies. However, the books of the Fund are maintained in U.S. dollars. Accordingly, changes in currency values may adversely affect the U.S. dollar value of portfolio investments, interest and other revenue streams received by the Fund, gains and losses realized on the sale of portfolio investments and the amount of distributions, if any, made by the Fund. In addition, the Fund may incur substantial costs in converting investment proceeds from one currency to another. The Fund may enter into derivative transactions designed to reduce such currency risks. Furthermore, the portfolio companies in which the Fund invests may be subject to risks relating to changes in currency values. If a portfolio company suffers adverse consequences as a result of such changes, the Fund may also be adversely affected as a result.

Collateralized Loan Obligation (“CLO”) Securities Risk: The Fund will invest in CLO securities issued by CLOs that principally invest in senior loans (typically, 80% or more of their assets), diversified by industry and borrower. It is also possible that the underlying obligations of CLOs in which the Fund invests will include (i) subordinated loans, (ii) debt tranches of other CLOs, and (iii) equity securities incidental to investments in senior loans. Holders of such securities are subject to a number of risks, including the credit, liquidity, counterparty and other market and asset specific risks.

CLOs are generally backed by an asset or a pool of assets (often senior secured loans and other credit-related assets in the case of a CLO) that serve as collateral. Holders of structured products bear the risks, including credit risk, of the underlying investments, index or reference obligation and are subject to prepayment and counterparty risks. Most CLOs are issued in multiple tranches, offering investors various maturity and credit risk characteristics, often categorized as senior, mezzanine and subordinated/equity according to their degree of risk. If there are defaults or the relevant collateral otherwise underperforms, scheduled payments to senior tranches of such securities take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. The Fund primarily invests in CLOs categorized as the mezzanine tranche, which are made in companies with capital structures having indebtedness ranking ahead of the CLOs.

CLO securities are typically privately offered and sold and may be thinly traded or have a limited trading market. As a result, investments in CLO securities may be characterized by the Fund as illiquid securities. In addition to the general risks associated with debt securities discussed above, CLOs carry additional risks, including: (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; and (iii) the possibility that the investments in CLOs are subordinate to other classes or tranches of the CLOs as discussed above. The market value of CLO securities may be affected by, among other things, changes in the market value of the underlying assets held by the CLO, changes in the distributions on the underlying assets, defaults and recoveries on the underlying assets, capital gains and losses on the underlying assets, prepayments on underlying assets and the availability, prices and interest rate of underlying assets. Furthermore, the leveraged nature of each subordinated class may magnify the adverse impact on such class of changes in the value of the assets, changes in the distributions on the assets, defaults and recoveries on the assets, capital gains and losses on the assets, prepayment on assets and availability, price and interest rates of assets. Finally, CLO securities are limited recourse and may not be paid in full and may be subject to up to 100% loss.

Derivatives Risk: The Fund may use derivative instruments including, in particular, swaps (including, total return swaps), synthetic CLOs, reverse repurchase agreements and other similar transactions, in seeking to achieve its investment objective or for other reasons, such as cash management, financing activities or to hedge its positions. Accordingly, these derivatives may be used in limited instances as a form of leverage or to seek to enhance returns, including speculation on changes in credit spreads, interest rates or other characteristics of the market, individual securities or groups of securities. If the Fund invests in a derivative for speculative purposes, the Fund will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the derivative’s cost. The use of derivatives may involve substantial leverage. The use of derivatives may subject the Fund to various risks, including counterparty risk, currency risk, leverage risk, liquidity risk, correlation risk, index risk and regulatory risk.

Furthermore, the Fund’s ability to successfully use derivatives depends on FS Credit Income Advisor’s ability to predict pertinent securities prices, interest rates, currency exchange rates and other economic factors, which cannot be assured. Additionally, segregated liquid assets, amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to derivatives are not otherwise available to the Fund for investment purposes.

The SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section

73

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 10. Concentration of Risk (continued)

18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and require funds whose use of derivatives is more than a limited specified exposure to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.

Rule 144A Securities Risk: The Fund may purchase certain securities eligible for resale to qualified institutional buyers as contemplated by Rule 144A under the Securities Act of 1933 (“Rule 144A Securities”). Rule 144A provides an exemption from the registration requirements of the Securities Act of 1933 for the resale of certain restricted securities to certain qualified institutional buyers. One effect of Rule 144A is that certain restricted securities may be considered liquid, though no assurance can be given that a liquid market for Rule 144A Securities will develop or be maintained. However, where a substantial market of qualified institutional buyers has developed for certain unregistered securities purchased by the Fund pursuant to Rule 144A, the Fund intends to treat such securities as liquid securities in accordance with procedures approved by the Board. Because it is not possible to predict with certainty how the market for Rule 144A Securities will develop, the Board directs FS Credit Income Advisor to carefully monitor the Fund’s investments in such securities with particular regard to trading activity, availability of reliable price information and other relevant information. To the extent that, for a period of time, qualified institutional buyers cease purchasing restricted securities pursuant to Rule 144A, the Fund’s investing in such securities may have the effect of increasing the level of illiquidity in its investment portfolio during such period.

Pandemic Risk: The continuing spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19) has caused volatility, severe market dislocations and liquidity constraints in many markets, including securities the Fund holds, and may adversely affect the Fund’s investments and operations. The outbreak was first detected in December 2019 and subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in travel restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions to business operations (including staff reductions), supply chains and consumer activity, as well as general concern and uncertainty that has negatively affected the economic environment. These disruptions have led to instability in the marketplace, including, at times, stock market losses and overall volatility. The impact of COVID-19, and other infectious illness outbreaks, epidemics or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially significant and unforeseen ways. In addition, the impact of infectious illnesses, such as COVID-19, in emerging market countries may be greater due to generally less established healthcare systems. This crisis or other public health crises may exacerbate other pre-existing political, social and economic risks in certain countries or globally.

The foregoing could lead to a significant economic downturn or recession, increased market volatility, a greater number of market closures, higher default rates and adverse effects on the values and liquidity of securities or other assets. Such impacts, which may vary across asset classes, may adversely affect the performance of the Fund’s investments, the Fund and a shareholder’s investment in the Fund. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Fund being, among other things, unable to buy or sell certain securities or financial instruments or to accurately price its investments.

To satisfy any shareholder repurchase requests during periods of extreme volatility, such as those associated with COVID-19, it is more likely the Fund may be required to dispose of portfolio investments at unfavorable prices compared to their intrinsic value.

The Fund and its investment adviser have in place business continuity plans reasonably designed to ensure that they maintain normal business operations, and that the Fund, its portfolio and assets are protected. However, in the event of a pandemic or an outbreak, such as COVID-19, there can be no assurance that the Fund, its advisers and service providers, or the Fund’s portfolio companies, will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. A pandemic or disease could also impair the information technology and other operational systems upon which the Fund’s advisers rely and could otherwise disrupt the ability of the Fund’s service providers to perform essential tasks.

Governmental authorities and regulators throughout the world, such as the U.S. Federal Reserve, have in the past responded to major economic disruptions with changes to fiscal and monetary policy, including but not limited to, direct capital infusions, new monetary programs and dramatically lower interest rates. Certain of those policy changes have been implemented in response to the COVID-19 pandemic. Such policy changes may adversely affect the value, volatility and liquidity of dividend and interest paying securities. The full effect of efforts undertaken by the U.S. Federal Reserve to address the economic impact of the COVID-19 pandemic, such as the reduction of the federal funds target rate, and other monetary and fiscal actions that may be taken by the U.S. federal government to stimulate the U.S. economy, are not yet fully known. Although vaccines for COVID-19 are becoming more widely available, the duration

74

FS Credit Income Fund

Notes to Financial Statements (continued)

(in thousands, except share and per share amounts)

Note 10. Concentration of Risk (continued)

of the COVID-19 outbreak and its full impacts are unknown, and the pace of recovery may vary from market to market, resulting in a high degree of uncertainty for potentially extended periods of time. The impact of these events and other epidemics or pandemics in the future could adversely affect Fund performance.

Portfolio Turnover Risk: The Fund’s annual portfolio turnover rate may vary greatly from year to year, as well as within a given year. Although the Fund cannot accurately predict its annual portfolio turnover rate, it is expected to exceed 100% going forward under normal circumstances. However, portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for the Fund. High portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. In addition, a higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund.

Note 11. Commitments and Contingencies

The Fund enters into contracts that contain a variety of indemnification provisions. The Fund’s maximum exposure under these arrangements is unknown; however, the Fund has not had prior claims or losses pursuant to these contracts. Management of FS Credit Income Advisor has reviewed the Fund’s existing contracts and expects the risk of loss to the Fund to be remote.

The Fund is not currently subject to any material legal proceedings and, to the Fund’s knowledge, no material legal proceedings are threatened against the Fund. From time to time, the Fund may be a party to certain legal proceedings in the ordinary course of business, including proceedings related to the enforcement of the Fund’s rights under contracts with its portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, to the extent the Fund becomes party to such proceedings, the Fund would assess whether any such proceedings will have a material adverse effect upon its financial condition or results of operations.

See Note 4 for a discussion of the Fund’s commitments to FS Credit Income Advisor, GoldenTree and their respective affiliates (including FS Investments) resulting from the expense limitation agreements.

75

Supplemental Information (Unaudited)

Changes in Accountants and Disagreements with Accountants on Accounting and Financial Disclosure

The Fund has not had any changes in its independent registered public accounting firm or disagreements with its independent registered public accounting firm on accounting or financial disclosure matters since its inception.

Board of Trustees

Information regarding the members of the Board is set forth below. The trustees have been divided into two groups—interested trustees and independent trustees. The address for each trustee is c/o FS Credit Income Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. As set forth in the Fund’s amended and restated declaration of trust, each trustee’s term of office shall continue until his or her death, resignation or removal.

Name

Age

Trustee Since

Title

Principal
Occupation(s)
During the Past
Five Years

Number of
Registered
Investment
Companies
in Fund
Complex*
Overseen by
Trustee

Other Directorships
Held by Trustee

Interested Trustees

Michael C. Forman(1)

60

October 2016

Chairman

Chairman and
Chief Executive
Officer of FS
Investments

3

FS Series Trust (since 2016); FS Credit Real Estate Income Trust, Inc. (since 2016); FS Global Credit Opportunities Fund (since 2013); FS Energy and Power Fund (since 2010); and FS KKR Capital Corp. (since 2007)

 

Steven Shapiro(2)

54

September 2017

Trustee

Partner and
Executive
Committee
Member of
GoldenTree Asset
Management

1

None

76

Supplemental Information (Unaudited) (continued)

Name

Age

Trustee Since

Title

Principal
Occupation(s)
During the Past
Five Years

Number of
Registered
Investment
Companies
in Fund
Complex*
Overseen by
Trustee

Other Directorships
Held by Trustee

Independent Trustees

Holly E. Flanagan

50

September 2017

Trustee

Managing
Director of Gabriel
Investments
(since 2013)

 

1

Hamilton Lane Private Assets Fund (since 2020); and Hamilton Lane Alliance Holdings I, Inc. (since 2021)

Brian R. Ford

73

September 2017

Trustee

Retired Partner of Ernst
& Young LLP
(1971
2008)

1

FS KKR Capital Corp. (since 2018); and Clearway Energy Inc. (formerly NRG Yield, Inc.) (since 2013)

 

Tyson A. Pratcher

46

March 2021

Trustee

Managing Director of RockCreek Group (since 2020); Senior Advisor at 7 Acquisition Corp. (since November 2021); Managing Partner of Cane Wells, Inc. (2019 – 2020); Co-Head of Investments of TFO USA (2017 – 2019); Director of Opportunistic Investments, Director of Absolute Return Strategies and Director of Emerging Managers of NY State Common Retirement Fund (2007 – 2017)

 

1

Finance of America (since April 2021)

Daniel J. Hilferty, III

65

March 2019

Trustee

Chairman of Dune
V
iew Strategies
(since
July 2021);
Chief Executive
Officer of
Independence
Health Group
(2010
2020)

1

Health Pilot Inc. (since October 2021); Essential Utilities, Inc. (formerly Aqua America Inc.) (since 2017)

  

*The “Fund Complex” consists of the Fund, FS Series Trust and FS Global Credit Opportunities Fund.

(1)Mr. Forman is deemed to be an “interested person” of the Fund, as defined in Section 2(a)(19) of the 1940 Act, due to his role as a controlling person of FS Credit Income Advisor.

(2)Mr. Shapiro is deemed to be an “interested person” of the Fund, as defined in Section 2(a)(19) of the 1940 Act, due to his role as a partner and executive committee member of the parent company to GoldenTree Asset Management Credit Advisor LLC, the investment sub-adviser to the Fund.

77

Supplemental Information (Unaudited) (continued)

Executive Officers

Information regarding the executive officers of the Fund is set forth below. The address for each executive officer is c/o FS Credit Income Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Name

 

Age

 

Position Held with Registrant

 

Length of
Time Served

 

Principal Occupation(s)
During the Past Five Years

Michael C. Forman

60

Chairman, Chief Executive
Officer & President

Since 2016

Chairman and Chief Executive Officer, FS Investments

Edward T. Gallivan, Jr.

59

Chief Financial Officer &
Treasurer

Since 2017

Chief Financial Officer, FS Energy and Power Fund, FS Global Credit Opportunities Fund, FS Credit Real Estate Income Trust, Inc.

Stephen S. Sypherd

44

General Counsel & Secretary

Since 2016

General Counsel, FS Investments

James F. Volk

59

Chief Compliance Officer

Since 2016

Managing Director, Fund Compliance, FS Investments

Statement of Additional Information

The Fund’s statement of additional information contains additional information regarding the Fund’s trustees and executive officers and is available upon request and without charge by calling the Fund collect at 215-495-1150 or by accessing the Fund’s “SEC Filings” page on FS Investments’ website at www.fsinvestments.com.

Availability of Quarterly Portfolio Schedules

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov.

Proxy Voting Policies and Procedures

The Fund has delegated its proxy voting responsibility to FS Credit Income Advisor, the Fund’s investment adviser. In addition, FS Credit Income Advisor has delegated the responsibilities of voting and administering proxies received by the Fund to the GoldenTree Sub-Adviser, the investment sub-adviser to the Fund. Shareholders may obtain a copy of the proxy voting policies and procedures of FS Credit Income Advisor and the GoldenTree Sub-Adviser upon request and without charge by calling the Fund collect at 215-495-1150 or on the SEC’s website at http://www.sec.gov.

Proxy Voting Record

Information regarding how the GoldenTree Sub-Adviser voted proxies relating to the Fund’s portfolio securities during the most recent twelve-month period ended June 30 is available upon request and without charge by making a written request to the Fund’s Chief Compliance Officer at FS Credit Income Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, Attn: Chief Compliance Officer, by calling the Fund collect at 215-495-1150 or on the SEC’s website at http://www.sec.gov.

Regulation Regarding Derivatives

The SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Fund will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior securities and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.

www.fsinvestments.com

© 2021 FS Investments

AR21-CIF
QES

Item 1. Reports to Shareholders.

(b)The following is a copy of the notice transmitted to shareholders in reliance on Rule 30e-3 under the 1940 Act that contains disclosures specified by paragraph (c)(3) of that rule:

Item 2. Code of Ethics.

(a)The registrant has adopted a Code of Business Conduct and Ethics (as amended, the “Code of Ethics”) that applies to all officers, trustees, directors and employees of the Fund and FS Credit Income Advisor, LLC (“FS Credit Income Advisor”), the investment adviser to the Fund, including the Fund’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions.

(b)Not applicable.

(c)On September 15, 2021, the Board of Trustees (the “Board”) adopted an amended Code of Ethics. A copy of the Code of Ethics is attached hereto as Exhibit (a)(1) and is also available on the Fund’s “Corporate Governance” page on FS Investments’ website at www.fsinvestments.com.

(d)During the period covered by the Annual Report included in Item 1(a) of this Form N-CSR, the Fund did not grant any waivers, explicit or implicit, from a provision of the Code of Ethics to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The amendments reflected in the Code of Ethics and discussed above did not relate to or result in any waiver, explicit or implicit, of any provision of the Fund’s previous Code of Business Conduct and Ethics.

(e)Not applicable.

(f)A copy of the Code of Ethics is included herein as Exhibit (a)(1) and also is available on the Fund’s “Corporate Governance” page on FS Investments’ website at www.fsinvestments.com.

Item 3. Audit Committee Financial Expert.

(a)(1)The Board has determined that the Fund has at least one “audit committee financial expert” serving on the audit committee of the Board (the “Audit Committee”), as such term is defined for purposes of Item 3 of Form N-CSR.

(a)(2)The Board has determined that Brian R. Ford is an “audit committee financial expert” and is “independent,” as such terms are defined for purposes of Item 3 of Form N-CSR.

(a)(3)Not applicable.

Item 4. Principal Accountant Fees and Services.

(a)Audit Fees. The aggregate fees billed to the Fund for the fiscal years ended October 31, 2021 and 2020 for professional services rendered by Ernst & Young LLP, the Fund’s independent registered public accounting firm (“Ernst & Young”), for the audit of the Fund’s annual financial statements and services that are normally provided by Ernst & Young in connection with statutory and regulatory filings or engagements were $131,400 and $110,000, respectively.

(b)Audit-Related Fees. The aggregate fees billed to the Fund for the fiscal years ended October 31, 2021 and 2020 for assurance and related services by Ernst & Young that were reasonably related to the performance of the audit of the Fund’s financial statements and not reported in Item 4(a) above were $2,000 and $6,000, respectively. Audit-related fees for the fiscal years ended October 31, 2021 and 2020 represent fees billed for services provided in connection with consent letter procedures performed.

(c)Tax Fees. The aggregate fees billed to the Fund for the fiscal years ended October 31, 2021 and 2020 for professional services rendered by Ernst & Young for tax compliance, tax advice and tax planning were $19,200 and $18,000, respectively. Tax fees for the fiscal years ended October 31, 2021 and 2020 represent fees billed for tax compliance services provided in connection with the review of the Fund’s tax returns.

(d)All Other Fees. No fees were billed to the Fund for the fiscal years ended October 31, 2021 and 2020 for products and services provided by Ernst & Young, other than the services reported in Items 4(a) through (c) above.

(e)Audit Committee Pre-Approval Policies and Procedures.

(1)The Audit Committee has adopted, and the Board has approved, a Policy on Pre-Approval of Audit and Non-Audit Services (the “Policy”), which is intended to comply with Rule 2-01 of Regulation S-X and sets forth guidelines and procedures to be followed by the Fund when retaining an auditor to perform audit, audit-related, tax and other services for the Fund. The Policy permits such services to be pre-approved by the Audit Committee pursuant to either a general pre-approval or specific pre-approval. Unless a type of service provided by the auditor has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels require specific pre-approval by the Audit Committee.

(2)All services described in paragraphs (b) and (c) of this Item 4 were pre-approved before the engagement by the Audit Committee pursuant to paragraph (c)(7)(i)(A) of Rule 2-01 of Regulation S-X. Consequently, none of such services were required to be approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)Not applicable.

(g)The aggregate non-audit fees billed by Ernst & Young for services rendered to the Fund, FS Credit Income Advisor and any entity controlling, controlled by or under common control with FS Credit Income Advisor that provides ongoing services to the Fund for the fiscal years ended October 31, 2021 and 2020 were $21,200 and $24,000, respectively.

(h)Not applicable.

(i)Not applicable.

(j)Not applicable.

Item 5. Audit Committee of Listed Registrants.

(a)Not applicable. The Fund is not a listed issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)Not applicable. The Fund is not a listed issuer as defined in Rule 10A-3 under the Exchange Act.

Item 6. Investments.

(a)The Fund’s schedule of investments as of October 31, 2021 is included as part of the Annual Report included in Item 1(a) of this Form N-CSR.

(b)Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Fund has delegated its proxy voting responsibility to FS Credit Income Advisor, pursuant to the proxy voting policies and procedures of FS Credit Income Advisor. In addition, FS Credit Income Advisor has delegated the responsibilities of voting and administering proxies received by the Fund to GoldenTree Asset Management Credit Advisor LLC (the “GoldenTree Sub-Adviser”), the investment sub-adviser to the Fund. FS Credit Income Advisor’s proxy voting policies and procedures are included herein as Exhibit (a)(5). The proxy voting policies and procedures of the GoldenTree Sub-Adviser are described below.

Proxy Policies of the GoldenTree Sub-Adviser

As an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act”), the GoldenTree Sub-Adviser has a fiduciary duty to act in the best interests of its clients. These policies and procedures for voting proxies for the investment advisory clients of the GoldenTree Sub-Adviser are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

The GoldenTree Sub-Adviser will vote proxies relating to the Fund’s assets that it manages in a manner that it believes to be in the best interest of the Fund’s shareholders.

The GoldenTree Sub-Adviser has engaged Institutional Shareholder Services, Inc. (“ISS”) to provide the GoldenTree Sub-Adviser with its independent analysis and recommendation with respect to proxy proposals voted on behalf of its clients. The GoldenTree Sub-Adviser utilizes ISS to assist with its proxy voting, however, the GoldenTree Sub-Adviser retains voting discretion with respect to its clients and may depart from an ISS recommendation in order to avoid voting decisions believed to be contrary to the best interests of its clients. In exercising voting discretion on behalf of its clients and in instances where the GoldenTree Sub-Adviser departs from an ISS recommendation, the GoldenTree Sub-Adviser will seek to avoid any direct or indirect conflict of interest.

Shareholders may obtain information regarding how the GoldenTree Sub-Adviser votes proxies with respect to the Fund’s portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, c/o FS Credit Income Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1)Information regarding the portfolio managers primarily responsible for the day-to-day management of the Fund’s portfolio as of the date hereof is set forth below.

Michael Kelly serves as co-president and chief investment officer of FS Investments and has been with FS Investments since January 2015. Mr. Kelly shares oversight of firm strategy and leads the Investment Management, Product Development, Capital Markets, Due Diligence and Investment Research functions. Before joining FS Investments, Mr. Kelly was the chief executive officer of ORIX USA Asset Management (“ORIX”), where he led the company’s acquisition of Robeco, a $250 billion global asset management company and the largest acquisition in ORIX’s 50-year history. Mr. Kelly started his career on Wall Street at Salomon Brothers and went on to join hedge fund pioneers Omega Advisors and Tiger Management. Mr. Kelly then helped build and lead the hedge fund firm, FrontPoint Partners, where he first served as chief investment officer and eventually co-chief executive officer. Mr. Kelly is a graduate of Cornell University and earned his M.B.A. at Stanford University. Mr. Kelly is a board member of Invest in Others, a co-founder and board member of the Spotlight Foundation, and trustee of the Tiger Foundation. He has also served as a trustee of the Stanford Business School Trust.

Daniel Picard currently serves as head of Product Development and Due Diligence and has been with FS Investments since June 2012. He is responsible for researching, designing and launching new alternative investment offerings as well as onboarding new products with FS’s broker-dealer partners and RIAs. Before joining the Product Development team, Mr. Picard worked in the firm’s Product Strategy group, where he produced education, research and marketing content for financial advisors. Prior to FS Investments, Mr. Picard was a Vice President at Barclays Capital, where he worked for five years as a trader of leveraged loans and loan credit derivatives. Prior to Barclays, he spent three years at Citi, working first as a corporate banking analyst in Citi’s energy group in Houston and then as a fixed-income analyst in Citi’s project finance group in New York. Mr. Picard graduated with honors from Trinity College where he received his B.A. in Economics.

Kenneth G. Miller has served in various capacities for FS Investments and its affiliated investment advisers since February 2009. He currently serves as managing director and head of finance, primarily responsible for the financial planning and analysis function at FS Investments. Before joining the Finance team, Mr. Miller worked in the firm’s Portfolio Management group, where he focused on portfolio management and fund operations. Prior to joining FS Investments, Mr. Miller was an analyst in the mergers and acquisitions group within Citigroup’s investment banking division. He earned a B.S. in Finance from Rutgers University and holds the CFA Institute’s Chartered Financial Analyst designation.

Robert Hoffman is a managing director and head of the Investment Research group at FS Investments where he serves as a subject matter expert on the corporate credit markets and the firm’s alternative investment solutions. In this role, he develops key communications and resources to help educate on and position the firm’s products. He also serves on the investment committee for FS Global Credit Opportunities Fund. Mr. Hoffman has over 20 years of experience in the investment and financial services industry and has been with FS Investments since 2012. Prior to joining FS Investments, he was an executive director at Nomura Corporate Research and Asset Management, Inc., an asset management firm with approximately $20 billion in assets under management. At Nomura, he was responsible for loan portfolio management and trading, and he and his team managed nearly $3 billion in loan assets for retail and institutional clients. Prior to becoming a portfolio manager, he was a senior credit analyst focusing primarily on first- and second-lien corporate loan issues. He covered a range of sectors including energy and gas, utilities, healthcare, chemicals, technology, autos and industrials. Mr. Hoffman graduated from Columbia University with a B.A. in Political Science and holds the CFA Institute’s Chartered Financial Analyst designation.

(a)(2)The portfolio managers primarily responsible for the day-to-day management of the Fund also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of October 31, 2021: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by each portfolio manager; (ii) the total assets of such companies, vehicles and accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance, unless otherwise noted:

Number
of Accounts

Assets of
Accounts
(in thousands)(1)

Number of
Accounts
Subject to a
Performance Fee

Assets Subject to a
Performance Fee
(in thousands)(1)

Michael Kelly

Registered Investment Companies

5

$176,786

Other Pooled Investment Vehicles

3

$21,740,757

3

$21,740,757

Other Accounts

 

Daniel J. Picard

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

 

Kenneth G. Miller

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

 

Robert Hoffman

Registered Investment Companies

1

$2,341,216

1

$2,341,216

Other Pooled Investment Vehicles

Other Accounts

   

(1)The assets for the accounts with fiscal year ends of December 31 represent assets as of September 30, 2021. Certain of the assets for the accounts within FS Series Trust represented net assets.

Potential Conflicts of Interest

FS Credit Income Advisor, GoldenTree Asset Management LP (“GoldenTree”) and certain of their affiliates may experience conflicts of interest in connection with the management of the Fund, including, but not limited to, the following:

The managers, officers and other personnel of FS Credit Income Advisor allocate their time, as they deem appropriate, between advising the Fund and managing and operating other investment activities and business activities in which they may be involved;

The personnel of GoldenTree allocate their time, as they deem appropriate, between assisting FS Credit Income Advisor in identifying investment opportunities and making investment decisions and performing similar functions for other business activities in which they may be involved;

The principals of FS Credit Income Advisor or the GoldenTree Sub-Adviser may serve as officers, paid advisors, directors or in comparable management functions for portfolio companies in which the Fund invests, and may receive compensation in connection therewith;

The Fund may now, or in the future, compete with certain affiliates for investments, subjecting FS Credit Income Advisor and its affiliates to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending acquisitions or sales on the Fund’s behalf;

The Fund may now, or in the future, compete with other funds or clients managed or advised by GoldenTree or affiliates of GoldenTree for investment opportunities, subjecting GoldenTree and its affiliates to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending acquisitions or sales on the Fund’s behalf;

FS Credit Income Advisor or GoldenTree are subject to conflicts of interest because of the varying compensation arrangements among their respective clients. For example, the Fund is not subject to incentive fees while certain other funds of FS Credit Income Advisor or GoldenTree are, which could incentivize FS Credit Income Advisor or GoldenTree to favor such funds over the Fund when allocating investments;

GoldenTree also has an interest in an entity that it has retained to provide various services for clients in its structured products group, which includes the Fund, and the Fund pays its portion of the expenses for those services. Specifically, GoldenTree, through an affiliated entity, has acquired a 20% membership interest in Clarity Solutions Group LLC, the remaining 80% of which is controlled by a former employee of GoldenTree;

Subject to applicable law, GoldenTree and its affiliates may now, or in the future, acquire, hold or sell securities in which the Fund invests;

Regardless of the quality of the assets acquired by the Fund, the services provided to the Fund or whether the Fund makes distributions to Shareholders, FS Credit Income Advisor and the GoldenTree Sub-Adviser will receive the management fee in connection with the management of the Fund’s portfolio;

From time to time, to the extent consistent with the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations promulgated thereunder, the Fund and other clients for which FS Credit Income Advisor or GoldenTree provides investment management services or carry on investment activities may make investments at different levels of an issuer’s capital structure or otherwise in different classes of an issuer’s securities, as may be permitted by law and subject to compliance with appropriate procedures. These investments give rise to inherent conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by the Fund and such other clients and may make certain investment opportunities, which might otherwise be desirable, unavailable or impractical even if appropriate procedures are in place. Additionally, investment at different levels of an issuer’s capital structure or otherwise in different classes of an issuer’s securities by the Fund and other clients of FS Credit Income Advisor or GoldenTree may result in FS Credit Income Advisor or GoldenTree coming into possession of confidential or material, non-public information that would limit the ability of the Fund to acquire or dispose of investments (or of GoldenTree to recommend to FS Credit Income Advisor the acquisition or disposition of an investment), even if such acquisition or disposition would otherwise be desirable. This could constrain the Fund’s investment flexibility and result in the Fund being unable or restricted from initiating transactions in certain securities or liquidating or selling certain investments at a time when FS Credit Income Advisor or GoldenTree would otherwise take an action;

FS Credit Income Advisor, GoldenTree and their respective affiliates may give advice and recommend securities to other clients, family or friends, in accordance with the investment objectives and strategies of such other clients, family or friends, which may differ from advice given to, or the timing or nature of the action taken with respect to, the Fund so long as it is their policy, to the extent practicable, to recommend for allocation and/or allocate investment opportunities to the Fund on a fair and equitable basis relative to their other clients, family and friends, even though their investment objectives may overlap with those of the Fund;

GoldenTree and its affiliates may have existing business relationships or access to material non-public information that would prevent GoldenTree from recommending, considering or consummating certain investment opportunities (including a disposition of an existing investment) that would otherwise fit within the Fund’s investment objective and strategies. Similarly, FS Credit Income Advisor and its affiliates may have existing business relationships or access to material non-public information that would prevent it from considering, approving or consummating an investment opportunity (including a disposition of an existing investment) that would otherwise fit within the Fund’s investment objective and strategies. This could constrain the Fund’s investment flexibility and result in the Fund being unable or restricted from initiating transactions in certain securities or liquidating or selling certain investments at a time when FS Credit Income Advisor or GoldenTree would otherwise take such an action;

From time to time, to the extent consistent with the 1940 Act and the rules and regulations promulgated thereunder, GoldenTree and/or its affiliates may receive fees, other compensation (including management fees) or reimbursements for costs or expenses in connection with the provision of portfolio management, asset management and/or investment advisory services (collectively, “Portfolio Management Services”) to portfolio companies that are owned by the Fund. No such fees, compensation or reimbursements for costs or expenses will be paid to the Fund (or offset against, or otherwise be applied to reduce, fees received by GoldenTree); provided that, any such fees or other compensation paid to GoldenTree and/or its affiliates by such portfolio

companies will be charged at rates no less favorable to such portfolio companies than the rates charged by a third party provider of the applicable services in arms’ length transactions. GoldenTree believes that the potential conflict that exists when it and/or its affiliates receive fees or other compensation from portfolio companies (including portfolio companies that may be owned by clients in their managed accounts) for the provision of Portfolio Management Services to such portfolio companies is, in large part, mitigated by the fact that (i) GoldenTree’s investment decisions in respect of the client are intended to be made independent of any perceived opportunities to capitalize on the provision of Portfolio Management Services to potential portfolio companies, (ii) such portfolio companies would typically have to contract with third parties to provide such services, and (iii) GoldenTree and its affiliates have agreed not to charge above market rates from what would be charged by third party providers in consideration of the provision of such Portfolio Management Services. In addition, GoldenTree believes that, given its knowledge of such portfolio companies (and the operations, finances, strategic objectives and investment goals for such portfolio companies), there may be value to it and its personnel providing such Portfolio Management Services to such portfolio companies instead of third party providers who may have less close knowledge of such portfolio companies and/or less incentive to perform such Portfolio Management Services in a manner that maximizes the value of such portfolio companies;

To the extent permitted by the 1940 Act and interpretations of the staff of the U.S. Securities and Exchange Commission (“SEC”), and subject to the allocation policies of FS Credit Income Advisor, GoldenTree and any of their respective affiliates, as applicable, FS Credit Income Advisor, GoldenTree and any of their respective affiliates may deem it appropriate for the Fund and one or more other investment accounts managed by FS Credit Income Advisor, GoldenTree or any of their respective affiliates to participate in an investment opportunity. The Fund is a party to an exemptive relief order that was granted by the SEC to GoldenTree that permits the Fund to participate in certain negotiated co-investments alongside other funds managed by FS Credit Income Advisor, GoldenTree or certain of its affiliates, subject to various enumerated conditions, including (i) that a majority of the Board who have no financial interest in the co-investment transaction and a majority of the Board who are not “interested persons,” as defined in the 1940 Act, approve the co-investment and (ii) that the price, terms and conditions of the co-investment will be identical for each fund participating pursuant to the exemptive relief. A copy of the application for exemptive relief, including all of the conditions, and the related order are available on the SEC’s website at http://www.sec.gov. Any co-investment opportunity may give rise to conflicts of interest or perceived conflicts of interest among the Fund and the other participating accounts. To mitigate these conflicts, FS Credit Income Advisor and/or GoldenTree, as applicable, will seek to execute such transactions for all of the participating investment accounts, including the Fund, on a fair and equitable basis and in accordance with their respective allocation policies, taking into account such factors as the relative amounts of capital available for new investments and the investment programs and portfolio positions of the Fund, the clients for which participation is appropriate and any other factors deemed appropriate; and

The 1940 Act prohibits certain “joint” transactions with certain of the Fund’s affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times), without the prior approval of the SEC. If a person, directly or indirectly, acquires more than 5% of the voting securities of the Fund, FS Credit Income Advisor or GoldenTree (or either of their respective controlling entities), the Fund will be prohibited from buying any securities or other property from or selling any securities or other property to such person or certain of that person’s affiliates, or entering into joint transactions with such persons, absent the availability of an exemption or prior approval of the SEC. Similar restrictions limit the Fund’s ability to transact business with its officers or trustees or their affiliates. The SEC has interpreted the 1940 Act rules governing transactions with affiliates to prohibit certain “joint transactions” involving entities that share a common investment adviser. As a result of these restrictions, the scope of investment opportunities that would otherwise be available to the Fund may be limited.

(a)(3)FS Credit Income Advisor’s investment personnel are not employed by the Fund and receive no direct compensation from the Fund in connection with their investment management activities.

Consistent with FS Investments’ integrated culture, FS Investments has one firm-wide compensation and incentive structure, which covers investment personnel who render services to the Fund on behalf of FS Credit Income Advisor. FS Investments’ compensation structure is designed to align the interests of the investment personnel serving the Fund with those of shareholders and to give everyone a direct financial incentive to ensure that all of FS Investments’ resources, knowledge and relationships are utilized to maximize risk-adjusted returns for each strategy.

Each of FS Investments’ senior executives, including each of the investment personnel who render services to the Fund on behalf of FS Credit Income Advisor, receives a base salary and is eligible for a discretionary bonus.

All final compensation decisions are made by the executive committee of FS Investments based on input from managers. Compensation and other incentives are not formulaic, but rather are judgment and merit driven, and are determined based on a combination of overall firm performance, individual contribution and performance and relevant market and competitive compensation practices for other businesses.

(a)(4)The following table shows the dollar range of equity securities in the Fund beneficially owned by each member of FS Credit Income Advisor’s investment committee as of October 31, 2021, based on the net asset value per Class I common share of the Fund of $13.50 on October 31, 2021.

Name of Investment Committee Member

Dollar Range of Equity Securities in the Fund(1)

Michael Kelly

Over $1,000,000

Kenneth G. Miller

$50,001 – $100,000

Robert Hoffman

$1 – $10,000

Daniel Picard

None

  

(1)Dollar ranges are as follows: None, $1–$10,000, $10,001–$50,000, $50,001–$100,000, $100,001–$500,000, $500,001–$1,000,000 or Over $1,000,000.

(b)Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

No such purchases were made by or on behalf of the Fund during the period covered by this Annual Report on Form N-CSR.

Item 10. Submission of Matters to a Vote of Security Holders.

There were no material changes to the procedures by which the Fund’s shareholders may recommend nominees to the Fund’s Board during the period covered by this Annual Report on Form N-CSR.

Item 11. Controls and Procedures.

(a)The Fund’s principal executive officer and principal financial officer have evaluated the Fund’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act) as of a date within 90 days of the filing date of this annual report on Form N-CSR and have concluded that the Fund’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the Fund in this annual report on Form N-CSR was recorded, processed, summarized and reported timely.

(b)There was no change in the Fund’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this annual report on Form N-CSR that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)Not applicable.

(b)Not applicable.

Item 13. Exhibits.

(a)(1)The Fund’s Code of Business Conduct and Ethics is included herein in response to Item 2(f).

(a)(2)The certifications of the Fund’s Chief Executive Officer and Chief Financial Officer required by Rule 30a-2(a) under the 1940 Act are attached hereto.

(a)(3)Not applicable.

(a)(4)Not applicable.

(a)(5) The Proxy Voting Policies and Procedures of FS Credit Income Advisor are included herein in response to Item 7.

(b)The certifications of the Fund’s Chief Executive Officer and Chief Financial Officer required by Rule 30a-2(b) under the 1940 Act are attached hereto.

SIGNATURES

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

 

FS Credit Income Fund

 

 

 

By:

/s/ Michael C. Forman

 

Michael C. Forman

 

President and Chief Executive Officer

 

Date: December 27, 2021

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/ Michael C. Forman

 

Michael C. Forman

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

Date: December 27, 2021

 

 

By:

/s/ Edward T. Gallivan, Jr.

 

Edward T. Gallivan, Jr.

 

Chief Financial Officer

 

(Principal Financial Officer)

 

Date: December 27, 2021