UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811-22485

 

Avenue Income Credit Strategies Fund

(Exact name of registrant as specified in charter)

 

399 Park Avenue, 6th Floor
New York, NY

 

10022

(Address of principal executive offices)

 

(Zip code)

 

Randolph Takian

Avenue Capital Group

399 Park Avenue, 6th Floor

New York, NY 10022

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(212) 878-3500

 

 

Date of fiscal year end:

October 31

 

 

Date of reporting period:

January 31, 2013

 

 



 

Item 1. Schedule of Investments. — The schedule of investments for the period ended January 31, 2013, is filed herewith.

 



 

Avenue Income Credit Strategies Fund

SCHEDULE OF INVESTMENTS

January 31, 2013 (Unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

CORPORATE BONDS & NOTES — 116.9%

 

 

 

 

 

 

 

 

 

Aerospace & Defense — 2.1%

 

 

 

 

 

 

 

 

 

Silver II Borrower / Silver II US Holdings LLC (a)

 

7.75

%

12/15/2020

 

$

3,800

 

$

3,980,500

 

 

 

 

 

 

 

 

 

 

 

Airlines — 3.9%

 

 

 

 

 

 

 

 

 

US Airways 2000-3C Pass Through Trust

 

8.39

%

3/1/2022

 

5,577

 

5,576,922

 

US Airways 2011-1C Pass Through Trust

 

10.88

%

10/22/2014

 

1,641

 

1,706,768

 

 

 

 

 

 

 

 

 

7,283,690

 

Building Products — 4.9%

 

 

 

 

 

 

 

 

 

HD Supply Inc. (a)

 

10.50

%

1/15/2021

 

5,650

 

5,777,125

 

Nortek, Inc.

 

10.00

%

12/1/2018

 

3,000

 

3,405,000

 

 

 

 

 

 

 

 

 

9,182,125

 

Chemicals — 4.8%

 

 

 

 

 

 

 

 

 

Kerling PLC (a)

 

10.63

%

2/1/2017

 

EUR

3,000

 

3,961,384

 

Perstorp Holding AB (a)

 

8.75

%

5/15/2017

 

$

4,825

 

5,030,063

 

 

 

 

 

 

 

 

 

8,991,447

 

Commercial Banks — 3.4%

 

 

 

 

 

 

 

 

 

Lloyds Banking Group Capital No.1 PLC (a)

 

7.88

%

11/1/2020

 

2,000

 

2,192,000

 

Royal Bank of Scotland Group PLC (b)

 

7.65

%

8/29/2049

 

4,000

 

4,220,000

 

 

 

 

 

 

 

 

 

6,412,000

 

Communications Equipment — 4.1%

 

 

 

 

 

 

 

 

 

Avaya, Inc.

 

10.13

%

11/1/2015

 

8,000

 

7,620,000

 

 

 

 

 

 

 

 

 

 

 

Containers & Packaging — 6.4%

 

 

 

 

 

 

 

 

 

Albea Beauty Holdings SA (a)

 

8.38

%

11/1/2019

 

3,200

 

3,384,000

 

Ardagh Packaging Finance PLC (a)

 

9.25

%

10/15/2020

 

EUR

3,000

 

4,379,723

 

Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC

 

9.00

%

4/15/2019

 

$

4,000

 

4,220,000

 

 

 

 

 

 

 

 

 

11,983,723

 

Diversified Financial Services — 2.1%

 

 

 

 

 

 

 

 

 

Springleaf Finance Corp.

 

6.90

%

12/15/2017

 

4,000

 

3,811,000

 

 

 

 

 

 

 

 

 

 

 

Diversified Telecommunication Services — 3.7%

 

 

 

 

 

 

 

 

 

Level 3 Financing, Inc.

 

10.00

%

2/1/2018

 

2,000

 

2,225,000

 

Numericable Finance & Co. SCA (a)

 

12.38

%

2/15/2019

 

EUR

3,000

 

4,694,597

 

 

 

 

 

 

 

 

 

6,919,597

 

Electric Utilities — 3.0%

 

 

 

 

 

 

 

 

 

Energy Future Holdings Corp. (a)

 

11.75

%

3/1/2022

 

$

4,950

 

5,636,813

 

 

 

 

 

 

 

 

 

 

 

Energy Equipment & Services — 7.1%

 

 

 

 

 

 

 

 

 

Hercules Offshore LLC:

 

 

 

 

 

 

 

 

 

 

 

10.25

%

4/1/2019

(a)

4,990

 

5,526,425

 

 

 

10.50

%

10/15/2017

(a)

2,550

 

2,766,750

 

Ocean Rig UDW, Inc. (a)

 

9.50

%

4/27/2016

 

4,800

 

4,992,000

 

 

 

 

 

 

 

 

 

13,285,175

 

Food & Staples Retailing — 3.3%

 

 

 

 

 

 

 

 

 

Chiquita Brands International, Inc. / Chiquita Brands LLC (a)

 

7.88

%

2/1/2021

 

850

 

857,437

 

Rite Aid Corp

 

9.50

%

6/15/2017

 

5,000

 

5,218,750

 

 

 

 

 

 

 

 

 

6,076,187

 

Health Care Providers & Services — 9.8%

 

 

 

 

 

 

 

 

 

HCA, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.05

%

12/1/2027

 

745

 

730,100

 

 

 

7.50

%

11/6/2033

 

120

 

121,800

 

 

 

7.50

%

11/15/2095

 

3,000

 

2,677,500

 

 

 

7.58

%

9/15/2025

 

555

 

574,425

 

 

 

7.69

%

6/15/2025

 

900

 

945,000

 

 

 

7.75

%

7/15/2036

 

525

 

540,750

 

Priory Group Ltd. (a)

 

7.00

%

2/15/2018

 

GBP

3,500

 

5,773,040

 

Tenet Healthcare Corp.:

 

 

 

 

 

 

 

 

 

 

 

6.88

%

11/15/2031

 

$

4,000

 

3,660,000

 

 

See Accompanying Notes to Schedule of Investments.

 



 

Avenue Income Credit Strategies Fund

SCHEDULE OF INVESTMENTS (continued)

January 31, 2013 (Unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

8.00

%

8/1/2020

 

$

3,000

 

$

3,262,500

 

 

 

 

 

 

 

 

 

18,285,115

 

Hotels, Restaurants & Leisure — 10.8%

 

 

 

 

 

 

 

 

 

Boyd Gaming Corp. (a)

 

9.00

%

7/1/2020

 

2,325

 

2,359,875

 

Caesars Operating Escrow LLC / Caesars Escrow Corp. (a)

 

9.00

%

2/15/2020

 

6,615

 

6,730,763

 

Punch Taverns Finance Ltd.:

 

 

 

 

 

 

 

 

 

 

 

5.94

%

12/30/2024

 

GBP

4,000

 

5,963,360

 

 

 

7.37

%

6/30/2022

(a)

955

 

1,487,812

 

Unique Pub Finance Co. PLC

 

5.66

%

6/30/2027

 

2,500

 

3,677,538

 

 

 

 

 

 

 

 

 

20,219,348

 

Household Durables — 4.1%

 

 

 

 

 

 

 

 

 

K Hovnanian Enterprises, Inc. (a)

 

9.13

%

11/15/2020

 

$

7,000

 

7,717,500

 

 

 

 

 

 

 

 

 

 

 

Industrial Conglomerates — 3.4%

 

 

 

 

 

 

 

 

 

Edgen Murray Corp. (a)

 

8.75

%

11/1/2020

 

6,160

 

6,298,600

 

 

 

 

 

 

 

 

 

 

 

Insurance — 4.6%

 

 

 

 

 

 

 

 

 

American International Group, Inc.:

 

 

 

 

 

 

 

 

 

 

 

8.00

%

5/22/2038

(a)(b)

EUR

3,000

 

4,716,145

 

 

 

8.18

%

5/15/2068

(b)

$

3,000

 

3,900,000

 

 

 

 

 

 

 

 

 

8,616,145

 

Machinery — 2.5%

 

 

 

 

 

 

 

 

 

Meritor, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.88

%

3/1/2026

(a)

1,045

 

982,953

 

 

 

10.63

%

3/15/2018

 

3,500

 

3,718,750

 

 

 

 

 

 

 

 

 

4,701,703

 

Marine — 1.4%

 

 

 

 

 

 

 

 

 

Navios Maritime Holdings, Inc. / Navios Maritime Finance II US, Inc.

 

8.13

%

2/15/2019

 

3,000

 

2,550,000

 

 

 

 

 

 

 

 

 

 

 

Media — 9.5%

 

 

 

 

 

 

 

 

 

Cengage Learning Acquisitions, Inc. (a)

 

11.50

%

4/15/2020

 

4,000

 

3,180,000

 

Central European Media Enterprises Ltd. (a)

 

11.63

%

9/15/2016

 

EUR

2,500

 

3,564,227

 

Clear Channel Communications, Inc.

 

9.00

%

3/1/2021

 

$

1,500

 

1,395,000

 

Clear Channel Worldwide Holdings, Inc.

 

7.63

%

3/15/2020

 

3,500

 

3,657,500

 

Univision Communications, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.88

%

11/1/2020

(a)

3,000

 

3,247,500

 

 

 

8.50

%

5/15/2021

(a)

2,500

 

2,662,500

 

 

 

 

 

 

 

 

 

17,706,727

 

Metals & Mining — 0.6%

 

 

 

 

 

 

 

 

 

AK Steel Corp. (a)

 

8.75

%

12/1/2018

 

970

 

1,052,450

 

 

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels — 10.2%

 

 

 

 

 

 

 

 

 

Calumet Specialty Products Partners LP/Calumet Finance Corp.

 

9.38

%

5/1/2019

 

3,480

 

3,823,650

 

CHC Helicopter SA

 

9.25

%

10/15/2020

 

4,780

 

5,114,600

 

Connacher Oil and Gas Ltd. (a)

 

8.50

%

8/1/2019

 

4,000

 

2,460,000

 

Halcon Resources Corp. (a)

 

8.88

%

5/15/2021

 

2,350

 

2,508,625

 

Midstates Petroleum Co, Inc. / Midstates Petroleum Co. LLC (a)

 

10.75

%

10/1/2020

 

2,680

 

2,921,200

 

Penn Virginia Resource Partners LP / Penn Virginia Resource Finance Corp. II (a)

 

8.38

%

6/1/2020

 

2,000

 

2,145,000

 

 

 

 

 

 

 

 

 

18,973,075

 

Paper & Forest Products — 2.2%

 

 

 

 

 

 

 

 

 

Lecta SA (a)

 

8.88

%

5/15/2019

 

EUR

3,000

 

4,114,137

 

 

 

 

 

 

 

 

 

 

 

Personal Products — 3.4%

 

 

 

 

 

 

 

 

 

Ontex IV (a)

 

7.50

%

4/15/2018

 

4,560

 

6,377,319

 

 

 

 

 

 

 

 

 

 

 

Road & Rail — 2.1%

 

 

 

 

 

 

 

 

 

Swift Services Holdings, Inc.

 

10.00

%

11/15/2018

 

$

3,500

 

3,950,625

 

 

 

 

 

 

 

 

 

 

 

Software — 2.0%

 

 

 

 

 

 

 

 

 

Infor US, Inc.

 

9.38

%

4/1/2019

 

3,250

 

3,672,500

 

 

See Accompanying Notes to Schedule of Investments.

 



 

Avenue Income Credit Strategies Fund

SCHEDULE OF INVESTMENTS (continued)

January 31, 2013 (Unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Specialty Retail — 1.5%

 

 

 

 

 

 

 

 

 

CDW LLC / CDW Finance Corp.

 

8.50

%

4/1/2019

 

$

2,500

 

$

2,768,750

 

TOTAL CORPORATE BONDS & NOTES
(Cost $208,831,133)

 

 

 

 

 

 

 

218,186,251

 

 

 

 

 

 

 

 

 

 

 

SENIOR LOANS (c) — 8.7%

 

 

 

 

 

 

 

 

 

Communications Equipment — 0.8%

 

 

 

 

 

 

 

 

 

Alcatel Lucent Term Loan C (b)

 

7.25

%

1/30/2019

 

1,550

 

1,565,113

 

 

 

 

 

 

 

 

 

 

 

Diversified Telecommunication Services — 4.1%

 

 

 

 

 

 

 

 

 

Tyrol Acquisitions 2 SAS Term Loan 2nd Lien, PIK (b)

 

4.37

%

7/29/2016

 

EUR

4,731

 

5,673,644

 

Tyrol Acquisitions 2 SAS Term Loan B2, PIK (b)

 

3.12

%

1/29/2016

 

258

 

321,518

 

Tyrol Acquisitions 2 SAS Term Loan C2, PIK (b)

 

3.12

%

1/29/2016

 

1,288

 

1,607,590

 

 

 

 

 

 

 

 

 

7,602,752

 

Electric Utilities — 1.1%

 

 

 

 

 

 

 

 

 

Astoria Generating Company Acquisitions, LLC Term Loan (b)

 

8.50

%

10/26/2017

 

$

2,000

 

2,050,620

 

 

 

 

 

 

 

 

 

 

 

Industrial Conglomerates — 2.7%

 

 

 

 

 

 

 

 

 

Veyance Technologies, Inc. Term Loan 2nd Lien (b)

 

5.96

%

7/31/2015

 

5,000

 

4,937,500

 

TOTAL SENIOR LOANS
(Cost $16,476,558)

 

 

 

 

 

 

 

16,155,985

 

 

 

 

 

 

 

 

Shares (000)

 

 

 

 

 

 

 

 

 

 

 

 

 

PREFERRED STOCKS — 1.1%

 

 

 

 

 

 

 

 

 

Commercial Banks — 1.1%

 

 

 

 

 

 

 

 

 

HBOS Capital Funding LP

 

6.85

%

3/23/2049

 

2,249

 

2,118,558

 

TOTAL PREFERRED STOCKS
(Cost $2,025,476)

 

 

 

 

 

 

 

2,118,558

 

TOTAL LONG-TERM INVESTMENTS — 126.7%
(Cost $227,333,167)

 

 

 

 

 

 

 

236,460,794

 

 

 

 

Principal

 

 

 

 

 

Amount (000)

 

 

 

 

 

 

 

 

 

SHORT-TERM INVESTMENTS — 1.1%

 

 

 

 

 

REPURCHASE AGREEMENT — 1.1%

 

 

 

 

 

State Street Repurchase Agreement, dated 1/31/13, due 2/1/13 at 0.01%, collateralized by Federal National Mortgage Association obligations maturing 11/25/38, market value $2,038,022 (repurchase proceeds $1,995,332)
(Cost $1,995,331)

 

$

1,995

 

1,995,331

 

TOTAL SHORT-TERM INVESTMENTS — 1.1%
(Cost $1,995,331)

 

 

 

1,995,331

 

TOTAL INVESTMENTS — 127.8%
(Cost $229,328,498)

 

 

 

238,456,125

 

OTHER ASSETS & LIABILITIES — (27.8)%

 

 

 

(51,872,009

)

NET ASSETS — 100.0%

 

 

 

$

186,584,116

 

 

Percentages are calculated as a percentage of net assets as of January 31, 2013.

 


(a) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, to Qualified Institutional Investors as defined in Rule 144A promulgated under the Securities Act of 1933, as amended.

(b) Variable rate security. Rate shown is rate in effect at January 31, 2013.

 

See Accompanying Notes to Schedule of Investments.

 



 

Avenue Income Credit Strategies Fund

SCHEDULE OF INVESTMENTS (continued)

January 31, 2013 (Unaudited)

 

(c) Interest rates on Senior Loans may be fixed or may float periodically. On floating rate Senior Loans, the interest rates typically are adjusted based on a base rate plus a premium or spread over the base rate. The base rate usually is a standard inter-bank offered rate, such as a LIBOR, the prime rate offered by one or more major U.S. banks, or the certificate of deposit rate or other base lending rates used by commercial lenders. Floating rate Senior Loans adjust over different time periods, including daily, monthly, quarterly, semi-annually or annually.

PIK - Payment in Kind

PLC - Public Limited Company

SCA - Societe en Commandite par Actions

 

Forward Foreign Currency Contracts:

 

Settlement
Date

 

Amount

 

Value

 

In Exchange for
U.S. $

 

Net Unrealized
Appreciation
(Depreciation)

 

Counterparty

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward Foreign Currency Contracts to Buy:

 

 

 

 

 

02/08/2013

 

EUR

39,640,450

 

$

53,825,085

 

$

53,478,769

 

$

346,316

 

State Street Bank and Trust Co.

 

02/08/2013

 

GBP

16,829,408

 

26,690,841

 

26,692,024

 

(1,183

)

State Street Bank and Trust Co.

 

02/08/2013

 

SEK

30,014,676

 

4,720,476

 

4,529,215

 

191,261

 

State Street Bank and Trust Co.

 

 

 

 

 

 

 

 

 

536,394

 

 

 

Forward Foreign Currency Contracts to Sell:

 

 

 

 

 

 

 

02/08/2013

 

EUR

39,640,450

 

53,825,085

 

51,510,659

 

(2,314,426

)

State Street Bank and Trust Co.

 

02/08/2013

 

GBP

16,829,408

 

26,690,841

 

27,113,687

 

422,846

 

State Street Bank and Trust Co.

 

02/08/2013

 

SEK

30,014,676

 

4,720,476

 

4,466,204

 

(254,272

)

State Street Bank and Trust Co.

 

05/07/2013

 

EUR

33,248,054

 

45,165,681

 

45,137,492

 

(28,189

)

State Street Bank and Trust Co.

 

05/07/2013

 

GBP

13,378,900

 

21,208,634

 

21,123,825

 

(84,809

)

State Street Bank and Trust Co.

 

 

 

 

 

 

 

 

 

(2,258,850

)

 

 

 

 

TOTAL

 

 

 

 

 

$

(1,722,456

)

 

 

 

EUR - Euro Currency

GBP - Great British Pound

SEK - Swedish Krona

 

Geographic Allocation of Investments:

 

Country

 

Percentage of Net
Assets

 

Value

 

United States (includes Short-Term Investments)

 

81.6

%

$

151,803,402

 

United Kingdom

 

17.9

 

33,507,829

 

France

 

9.2

 

17,246,462

 

Canada

 

4.0

 

7,574,600

 

Belgium

 

3.4

 

6,377,319

 

Sweden

 

2.7

 

5,030,063

 

Greece

 

2.7

 

4,992,000

 

Ireland

 

2.3

 

4,379,723

 

Luxembourg

 

2.1

 

3,980,500

 

Czech Republic

 

1.9

 

3,564,227

 

Total Investments

 

127.8

%

$

238,456,125

 

 

The geographic allocation is based on where Avenue Capital Management II L.P., the investment adviser, believes the country of risk to be.  Country of risk is traditionally the country where the majority of the company’s operations are based or where it is headquartered.

 

See Accompanying Notes to Schedule of Investments.

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments

January 31, 2013 (unaudited)

 

1. Organization

 

Avenue Income Credit Strategies Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund’s primary investment objective is to seek a high level of current income, with a secondary objective of capital appreciation. The Fund commenced operations on January 27, 2011.

 

2. Significant Accounting Policies

 

The following is a summary of significant accounting policies of the Fund in preparation of the Schedule of Investments.

 

SECURITY VALUATION —   Corporate Bonds and Notes (including convertible bonds) and unlisted equities are valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institutional-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data.  Short-term debt securities purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

 

Senior Loans are valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institutional-size trading in similar groups of securities and other market data.

 

Equity securities listed on a U.S. Stock Exchange are valued at the latest quoted sales price on valuation date. Securities listed on a foreign exchange and valued at their closing price.

 

Where reliable market quotes are not readily available, loans and debt obligations are valued, where possible, using independent market indicators provided by independent pricing sources approved by the Board of Trustees of the Fund (the “Board”). Any investment and other assets or liabilities for which current market quotations are not readily available are valued at fair value as determined in good faith in accordance with procedures established by the Board.

 

Forward foreign currency contracts are valued using quoted foreign exchange rates. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. 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 net asset value was last calculated, such securities may be valued at their fair value as determined in good faith in accordance with procedures established by the Board.

 

SECURITY TRANSACTIONS AND INVESTMENT INCOME — Investment transactions are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost. Interest income is recorded on the basis of interest accrued on the debt of those issuers who are currently paying in full, adjusted for amortization of premium or accretion of discount. For those issuers who are not paying in full, interest is only recognized if amounts are reasonably estimable and collectable. Discounts or premiums on debt securities purchased are accreted or amortized, respectively, to interest income over the lives of the respective securities, subject to collectability.

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (continued)

January 31, 2013 (unaudited)

 

SENIOR LOANS — The Fund purchases assignments of, and participations in, senior secured floating rate and fixed rate loans (“Senior Loans”) originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a lending syndicate of financial institutions (the “Lender”). When purchasing an assignment, the Fund typically succeeds to all the rights and obligations under the loan of the assigning Lender and becomes a lender under the credit agreement with respect to the debt obligation purchased. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more restricted than, those held by the assigning Lender. A participation typically results in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement or any rights of setoff against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation.

 

FOREIGN CURRENCY TRANSLATION — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

 

FORWARD FOREIGN CURRENCY CONTRACTS — The Fund may enter into forward foreign currency contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Fund may enter into such forward contracts for hedging purposes. The forward foreign currency contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. In addition, these contracts may involve market risk in excess of the unrealized appreciation (depreciation) reflected in the Fund’s Schedule of Investments. It is the Fund’s policy to net the unrealized appreciation and depreciation amounts for the same counterparty.

 

REPURCHASE AGREEMENTS — The Fund may engage in repurchase agreements with broker-dealers, banks and other financial institutions to earn incremental income on temporarily available cash which would otherwise be uninvested. A repurchase agreement is a short-term investment in which the purchaser (i.e., the Fund) acquires ownership of a security and the seller agrees to repurchase the obligation at a future time and set price, thereby determining the yield during the holding period. Such agreements are carried at the contract amount, which is considered to represent fair value. It is the Fund’s policy that the value of collateral pledged (the securities received), which consists primarily of U.S. government securities and those of its agencies or instrumentalities, is not less than the repurchase price and is held by the custodian bank for the benefit of the Fund until maturity of the repurchase agreement. Repurchase agreements involve certain risks, including bankruptcy or other default of a seller of a repurchase agreement.

 

3. Derivative Instruments & Hedging Activities

 

The Fund is subject to foreign exchange risk in the normal course of pursuing its investment objectives. Because the Fund holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Fund used forward foreign currency contracts.

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (continued)

January 31, 2013 (unaudited)

 

At January 31, 2013, the fair value of derivative instruments in an asset position and in a liability position and whose primary underlying risk exposure is foreign exchange risk was $960,423 and $(2,682,879), respectively.

 

4. Related Party Transactions

 

Affiliates of the Fund may have lending, brokerage, underwriting, or other business relationships with issuers of securities in which the Fund invests. Morgan Stanley, the global financial services firm, owns an indirect, non-controlling minority interest in Avenue Capital Group. During the period, the Fund acquired securities through unaffiliated broker-dealers which were part of underwriting groups in which Morgan Stanley participated.

 

A summary of the Fund’s transactions in securities of affiliated issuers (as defined in the 1940 Act) of the Fund for the period ended January 31, 2013 is as follows:

 

Name of
Issuer

 

Shares/Principal
Amount
(000’s)
Held at
October 31,
2012

 

Gross
Purchases
and
Additions
Shares/Par

 

Gross Sales
and
Reductions
Shares/Par

 

Shares/Principal
Amount
(000’s) Held at
January 31,
2013

 

Value at January
31, 2013

 

Investment Income
November 1, 2012-
January 31, 2013

 

Realized
Gain (Loss)

 

Unrealized
Appreciation
(Depreciation)

 

Travelodge Hotels (Full Moon Holding Co. 6 Ltd.) Term Loan

 

GBP

3,385

 

 

GBP

(3,385

)

 

 

 

$

(760,047

)

 

 

5. Unrealized Appreciation/(Depreciation)

 

The cost and unrealized appreciation (depreciation) of investments of the Fund at January 31, 2013, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

 

$

229,328,498

 

 

 

 

 

Gross unrealized appreciation

 

$

13,353,760

 

Gross unrealized (depreciation)

 

(4,226,133

)

Net unrealized appreciation

 

$

9,127,627

 

 

6. Fair Value Measurements

 

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (continued)

January 31, 2013 (unaudited)

 

·                  Level 1 — Prices are determined using quoted prices in an active market for identical assets.

 

·                  Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

 

·                  Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

 

The valuation techniques used by the Fund to measure fair value during the period ended January 31, 2013 maximized the use of observable inputs and minimized the use of unobservable inputs.

 

The following are certain inputs and techniques that the Fund generally uses to evaluate how to classify each major category of assets and liabilities for Level 2 and Level 3, in accordance with GAAP.

 

Corporate Bonds & Notes — Corporate bonds and notes are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, active market trading levels, recently executed transactions in securities of the issuer or comparable issuers, and option adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. High yield bonds are valued by independent pricing services based primarily on broker-dealer quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. The broker-dealer quotations received are supported by credit analysis of the issuer that takes into consideration credit quality assessments, daily trading activity, and the activity of the underlying equities, listed bonds and sector specific trends. To the extent that these inputs are observable, the values of corporate bonds and notes are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Senior Loans — Senior Loans are valued by independent pricing services based on the average of quoted prices received from multiple dealers or valued relative to other benchmark securities when broker-dealer quotes are unavailable. To the extent that these inputs are observable, the values of Senior Loans are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Forward Foreign Currency Contracts — Forward foreign currency contracts are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, actual trading information and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world. To the extent that these inputs are observable, the values of forward foreign currency contracts are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Equity Securities (Preferred Stock) — Equity securities traded in inactive markets are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from independent pricing services that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable, the values of equity securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

The following is a summary of the tiered valuation input levels, as of January 31, 2013. The Schedule of Investments includes disclosure of each security type by category and/or industry. The level assigned to the

 



 

Avenue Income Credit Strategies Fund

Notes to Schedule of Investments (concluded)

January 31, 2013 (unaudited)

 

securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected may materially differ from the value received upon actual sale of those investments.

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

Active

 

Other

 

 

 

 

 

 

 

Markets for

 

Significant

 

Significant

 

 

 

 

 

Identical

 

Observable

 

Unobservable

 

 

 

 

 

Assets

 

Inputs

 

Inputs

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

 

 

 

 

 

 

 

 

 

 

Investment Securities in an Asset Position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Bonds and Notes

 

$

 

$

218,186,251

 

$

 

$

218,186,251

 

 

 

 

 

 

 

 

 

 

 

Senior Loans

 

 

16,155,985

 

 

16,155,985

 

 

 

 

 

 

 

 

 

 

 

Preferred Stocks

 

 

2,118,558

 

 

2,118,558

 

 

 

 

 

 

 

 

 

 

 

Repurchase Agreement

 

 

1,995,331

 

 

1,995,331

 

 

 

 

 

 

 

 

 

 

 

Total Investment Securities in an Asset Position

 

$

 

$

238,456,125

 

$

 

$

238,456,125

 

 

 

 

 

 

 

 

 

 

 

Investments in a Liability Position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward Foreign Currency Contracts*

 

 

$

(1,722,456

)

 

$

(1,722,456

)

 

 

 

 

 

 

 

 

 

 

Total Liability Position

 

$

 

$

(1,722,456

)

$

 

$

(1,722,456

)

 


* Other financial instruments such as forward foreign currency contracts are valued at the unrealized appreciation/(depreciation) of the instrument.

 

During the period ended January 31, 2013, there were no significant transfers between investment levels.

 

For information related to geographical and industry categorization of investments and types of derivative contracts held, please refer to the Schedule of Investments.

 



 

Item 2. Controls and Procedures.

 

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

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 3. Exhibits.

 

Certifications of the principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act are attached hereto as Exhibit 99CERT.

 



 

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.

 

 

 

Avenue Income Credit Strategies Fund

 

 

 

 

 

 

By

/s/ Randolph Takian

 

 

 

Randolph Takian

 

 

 

Trustee, Chief Executive Officer and President (Principal Executive Officer)

 

 

 

 

 

 

 

 

 

Date

March 18, 2013

 

 

 

 

 

 

 

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

 

 

By

/s/ Randolph Takian

 

 

 

Randolph Takian

 

 

 

Trustee, Chief Executive Officer and President (Principal Executive Officer)

 

 

 

 

 

Date

March 18, 2013

 

 

 

 

 

 

 

 

 

 

By

/s/ Stephen M. Atkins

 

 

 

Stephen M. Atkins

 

 

 

Treasurer and Chief Financial Officer (Principal Financial Officer)

 

 

 

 

 

Date

March 18, 2013