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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: 811-23425

 

CIM Real Assets & Credit Fund 

(Exact Name of Registrant as Specified in Charter)

 

4700 Wilshire Boulevard

Los Angeles, California 90010

(Address of Principal Executive Offices)

 

David Thompson
Chief Executive Officer
CIM Real Assets & Credit Fund

4700 Wilshire Boulevard

Los Angeles, California 90010

(Name and Address of Agent for Service)

 

Registrant’s Telephone Number, Including Area Code: (323) 860-4900

 

Date of fiscal year end: September 30

 

Date of reporting period: March 31, 2024

 

 

Item 1.Reports to Stockholders.

 (a)

(COVER PAGE)

 

 

Table of Contents
 
Shareholder Letter 1
Portfolio Update 4
Consolidated Schedule of Investments 6
Consolidated Statement of Assets and Liabilities 14
Consolidated Statement of Operations 16
Consolidated Statements of Changes in Net Assets 17
Consolidated Statement of Cash Flows 19
Consolidated Financial Highlights  
Class A 20
Class C 21
Class I 22
Class L 23
Consolidated Notes to Financial Statements 24
Additional Information 44
Board Approval of the Advisory Agreements 46
Privacy Policy 47
   
   
   
   
   
   
   
   
   

Important Notice Regarding Electronic Delivery

 

You may elect to receive shareholder reports and other communications from the Fund electronically. If you already elected to receive shareholder reports electronically, you do not need to take any action. If you own shares of the Fund through a financial intermediary, you may contact your financial intermediary to elect to receive materials electronically.

 

You may elect to receive all future reports in paper, free of charge. If you own shares of the Fund through a financial intermediary, you may contact your financial intermediary to elect to receive paper copies of your shareholder reports. If you make such an election through your financial intermediary, your election to receive reports in paper may apply to all funds held through your financial intermediary.

 

This information is available free of charge by contacting us by mail at 4700 Wilshire Boulevard, Los Angeles, CA, 90010, by telephone at (866) 907-2653 or on our website at https://www.cimgroup.com/public-investment-programs/current-public-programs/racr.

 

 

Dear Shareholders,

 

We are pleased to provide you with the 2024 semi-annual report for CIM Real Assets & Credit Fund (“we,” “us,” “our,” “CIM RACR,” or the “Fund”). CIM RACR is a continuously-offered, closed-end interval fund registered under the Investment Company Act of 1940, as amended. The Fund primarily invests in credit (of both real assets and corporates) and real estate equity.

 

In April 2024, our Board of Trustees declared monthly cash dividends representing an annualized distribution rate1 of 8.5% of net asset value per share (as of the close of business on May 1, 2024). A portion of RACR’s distribution may be tax deferred whereas income from bonds and credit funds are typically 100% ordinary income and taxed at the highest rate.

 

Since inception (May 4, 2020), RACR’s Class I Common Shares have generated an annualized return of 5.35%, as of March 31, 2024, and have outperformed widely followed income alternatives such as the Bloomberg US Aggregate Bond Index and The Markit iBoxx USD Liquid Investment Grade Index.2

 

RACR’s returns since inception have primarily been driven by interest income from our real estate debt and corporate credit investments.

 

We believe the Fund is well positioned for several reasons. We are primarily invested in floating rate credit investments that are generating significant interest income for the fund. And our multi-strategy approach makes us ideally positioned to capitalize on future opportunities in real estate. Real estate values have declined due to a sharp increase in interest rates. As a result, many real estate owners may require additional capital to extend their debt maturities. This dynamic may create an opportunity to invest in high quality assets that have too much leverage. RACR’s mandate allows it to shift its allocation to these potential higher return opportunities as they arise, while our existing credit portfolio can be used as a source of capital to make these investments.

 

Fund Overview

 

The Fund’s investment objective is to generate current income through cash distributions and preserve shareholders’ capital across various market cycles, with a secondary objective of capital appreciation. However, there can be no assurance that the Fund will achieve its investment objective.

 

The Fund seeks to provide shareholders with income and capital appreciation, with lower volatility and correlation to the broader equity markets and other widely used income alternatives. We believe our real asset equity allocation may reduce volatility and correlation, while creating the potential for appreciation as well as allowing for the Fund to generate income used to pay distributions. This real asset equity allocation may also create the potential for tax deferred distributions for shareholders. Real estate investments generate tax depreciation expenses. These tax depreciation expenses can be used to reduce the taxable income generated from credit investments, resulting in a lower current year taxable income.

 

The Fund’s innovative structure allows it to directly invest in real estate rather than private funds of other managers, and thus avoiding multiple layers of fees. To promote further alignment with other funds managed by affiliates of CIM Group, LLC (“CIM”) and OFS Capital Management, LLC (the “OFS Sub-Adviser” or “OFS”), the Fund has obtained exemptive relief from the U.S. Securities and Exchange Commission (“SEC”) that allows it to co- invest alongside funds managed by affiliates of CIM and OFS, in accordance with the conditions specified in the exemptive relief. The Fund seeks to provide investors with exposure to proprietary transactions, alongside large, sophisticated institutions, that otherwise may not be available to retail investors and that may have high investment minimums.

1

 

About the Advisor

 

CIM Capital IC Management, LLC (the “Adviser”), registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), acts as the Fund’s investment adviser and is primarily responsible for determining the amount of the Fund’s total assets that are allocated to each of the Fund’s sub-advisers. The Adviser has engaged each of CIM Capital SA Management, LLC (the “CIM Sub-Adviser”) and the OFS Sub-Adviser, each a SEC-registered investment adviser, to act as an investment sub-adviser to the Fund. The CIM Sub-Adviser is responsible for identifying and sourcing investment opportunities with respect to investments in real assets held by the Fund. The OFS Sub-Adviser is responsible for identifying and sourcing credit and credit-related investment opportunities.

 

CIM is a vertically-integrated owner and operator of real assets for its own account and on behalf of its partners and co-investors, seeking exposure to real assets and associated credit strategies, with a principal focus on metropolitan areas across the Americas. Since inception, CIM, on behalf of itself and over 200 institutional partners and co-investors, has operated over 300 discretionary real estate and real estate-related equity, debt and infrastructure holdings (excluding net-lease).3 As of December 31, 2023, CIM owns and operates approximately $29.2 billion of assets4 across its products and has deployed assets for its Principals, partners and co- investors, which include U.S. and Non-U.S. public and corporate pension funds, endowments, foundations, sovereign wealth funds and other institutional and private partners and co-investors since 2000. As of December 31, 2023, CIM has over 1,000 employees and more than 600 professionals and 9 corporate offices worldwide. CIM also maintains additional offices across the United States as well as in Korea to support its platform.

 

OFS is a full- service provider of capital and levered financial solutions with $4.0 billion in assets under management as of March 31, 2024, with a focus on middle market lending, broadly syndicated loans, and structured credit. OFS serves as the investment adviser to business development companies, registered closed-end funds, and separately managed, proprietary and sub-advised accounts, as well as the collateral manager to various collateralized loan obligations.

 

Thank you for your investment in CIM RACR. If you have any questions, please contact the CIM Shareholder Relations team at 866.907.2653. We look forward to continuing our relationship in the years to come.

 

Sincerely,

 

Steve Altebrando
1st Vice President, Portfolio Oversight

 

David Thompson
Chief Executive Officer

 

1.Based on current estimates, the Fund expects a portion of the distributions to be a return of capital.

 

2.The performance data quoted above represents past performance. Past performance does not guarantee future results. The investment return and principle value of an investment will fluctuate so that an investor’s shares, when sold or repurchased, may be worth more or less than the original cost. The current performance may be lower or higher than performance data quoted. The indices shown are for informational purposes only and are not reflective of any investment. Investors cannot invest directly in an index, and unmanaged index returns do no reflect any fees, expenses or sales charges.

 

3.As of December 31, 2023

 

4.“Assets Owned and Operated” represents the aggregate assets owned and operated by CIM on behalf of partners (including where CIM Group contributes alongside for its own account) and co-investors, whether or not CIM has discretion, in each case without duplication.

2

 

Forward-Looking Statements

 

Statements in this letter regarding management’s future expectations, beliefs, intentions, goals, strategies, plans or prospects, including statements relating management’s belief that CIM RACR will benefit from CIM Group’s combined real assets, credit and transaction experience and deal- sourcing capabilities; the composition of CIM RACR’s portfolio of real assets and corporate credit assets and the potential benefits to investors, which may not be realized; opportunities for individuals to invest alongside institutional partners, and whether those opportunities will align the interests among sponsors, partners and shareholders; and other factors may constitute forward-looking statements for purposes of the safe harbor protection under applicable securities laws. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, including rising inflation and interest rates, the risk of recession, the ongoing war between Russia and Ukraine, the escalated conflict in the Middle East, supply chain disruptions, resource shortages, significant market volatility on our business, our industry, and the global economy, and those risks, uncertainties and factors referred to in CIM RACR’s Prospectus filed with the SEC under the section “Risks” and other documents that may be filed by CIM RACR from time to time with the SEC. As a result of such risks, uncertainties and factors, actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. CIM RACR is providing the information in this letter as of this date and assumes no obligations to update the information included in this letter or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

3

 

CIM Real Assets & Credit Fund Portfolio Update
  March 31, 2024 (Unaudited)
   

Performance as of March 31, 2024

 

CIM Real Assets & Credit Fund 1 Month 6 Months 1 Year Annualized
3 Year
Annualized
Since
Inception
CIM Real Assets & Credit Fund - A-NAV 0.30% 1.78% 0.71% 4.17% 5.10%
CIM Real Assets & Credit Fund - A-Load (5.49)% (4.06)% (5.08)% 2.13% 3.51%
CIM Real Assets & Credit Fund - C-NAV 0.24% 1.63% 0.04% 3.43% 4.34%
CIM Real Assets & Credit Fund - I-NAV 0.30% 1.89% 0.97% 4.42% 5.35%
CIM Real Assets & Credit Fund - L-NAV 0.29% 1.75% 0.48% 3.90% 4.83%
CIM Real Assets & Credit Fund - L-Load (3.98)% (2.58)% (3.79)% 2.41% 3.67%
Bloomberg US Aggregate Bond Index (a) 0.92% 5.99% 1.70% (2.46)% (2.11)%
Bloomberg US Corporate High Yield Bond Index (b) 1.18% 8.75% 11.15% 2.19% 6.27%
Credit Suisse Leveraged Loan Index (c) 0.83% 5.45% 12.40% 5.82% 8.43%
Markit iBoxx Liquid Investment Grade Index (d) 1.59% 9.16% 4.04% (2.40)% (0.91)%
           

Comparison of the Change in Value of a $10,000 Investment

 

(LINE GRAPH)

 

(a)Bloomberg US Aggregate Bond Index is a broad based flagship benchmark that measures the investment grade, US dollar (“USD”)-denominated, fixed-rate taxable bond market. The index includes treasuries, government-related and corporate securities, fixed-rate agency mortgage-backed securities, asset-backed securities and commercial mortgage-backed securities (“CMBS”) (agency and non-agency).

 

(b)The Bloomberg US Corporate High Yield Bond Index measures the USD-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below. Bonds from issuers with an emerging markets country of risk, based on the indices’ EM country definition, are excluded.

 

(c)The Credit Suisse Leveraged Loan Index is designed to mirror the investable universe of the USD-denominated leveraged loan market. New loans are added to the index on their effective date if they qualify according to the following criteria: (i) loans must be rated “5B” or lower; (ii) only fully-funded term loans are included; (iii) the tenor must be at least one year; and (iv) the Issuers must be domiciled in developed countries (issuers from developing countries are excluded). Loans are removed from the index when they are upgraded to investment grade, or when they exit the market (for example, at maturity, refinancing or bankruptcy workout). Note that issuers remain in the index following default.

 

(d)The Markit iBoxx USD Liquid Investment Grade Index is designed to reflect the performance of USD denominated investment grade corporate debt. The index rules aim to offer a broad coverage of the USD investment grade liquid bond universe. The index is market-value weighted with an issuer cap of 3%.

 

Index performance is shown for illustrative purposes only as (i) all indices referenced above are unmanaged, (ii) index performance does not reflect the expenses associated with active management of an actual portfolio, (iii) the composition of each of the indices differs signficantly significantly from that of the portfolio of the Fund and (iv) investors cannot invest directly in an index. The performance data quoted above represents past performance. Past performance does not guarantee future results. The investment return and principalle value of an investment will fluctuate so that an investor’s shares, when sold or repurchased, may be worth more or less than the original cost. The performance data does not reflect the deduction of taxes that a shareholder would pay on any fund distributions or the sale of fund shares. The current performance may be lower or higher than performance data quoted. Please visit the Fund’s website at https://www.cimgroup.com/public-investment-programs/current-public-programs/racr for performance data current to the most recent month-end.

4

 

CIM Real Assets & Credit Fund Portfolio Update
  March 31, 2024 (Unaudited)
   
Top Ten Long Holdings as of March 31, 2024
 
Sora Multifamily Residential Property 7.6%
EPIC Dallas 5.0%
Del Mar Terrace - Phoenix, AZ 4.9%
Society Las Olas - PMG Greybook Riverfront I LLC 3.3%
Elevation CLO 2022-16, Ltd., Class E 3.0%
Extended Stay America Trust 2021-ESH, Class F 3.0%
IENTC 2, LLC Delayed Draw Term Loan B-1 2.7%
IENTC 1, LLC 2.6%
WMRK Commercial Mortgage Trust 2022-WMRK, Class E 2.5%
Regatta XXII Funding, Ltd., Class E 2.3%
  36.9%
   
Portfolio Composition as of March 31, 2024  
   
Collateralized Loan Obligations 31.35%
Direct Real Estate 25.00%
Commercial Mortgage-Backed Securities 20.60%
Bank Loans 18.18%
Real Estate-Related Loans and Securities 9.46%
Common Stock 3.29%
Warrants 0.01%
Cash, Cash Equivalents, & Other Net Assets -7.89%
  100.00%

5

 

CIM Real Assets & Credit Fund Consolidated Schedule of Investments
  March 31, 2024 (Unaudited)

 

Cost Basis $               Fair Value 
     Common Stock - 3.29%              
     Private - 2.75%              
 212,208   Avison Young Common Equity (a)           $ 
 213,549   Avison Young Pref. Equity (a)             
 580,645   Boca Homecare Holdings, Inc. (Equity) (a),(b),(c),(e)            330,910 
 155,086   CGA Holdings, Inc., Class A (a),(b),(c)            157,890 
 3,772,723   IENTC 1, LLC (a),(c),(d),(e)            7,893,180 
                  8,381,980 
                    
Shares                  
    Real Estate Investment Trust - 0.54%              
 388,344   Creative Media & Community Trust Corp. (f)            1,654,345 
                    
     Total Common Stock (Cost $7,772,487)            10,036,325 
                    
Principal         Coupon        
Amount ($)      Spread  Rate (%)  Maturity     
     Bank Loans - 18.18%              
     Consumer Non-Cyclical - 1.58%              
 1,026,443   Baart Programs, Inc., Second Lien Term Loan (a),(g)  3M SOFR + 8.500%  14.152  6/11/2028   1,026,443 
 500,000   Bengal Debt Merger SUB, LLC Term Loan 1L (a),(g)  3M SOFR + 6.000%  11.490  1/24/2030   409,843 
 378,788   MedMark Services, Inc., Second Lien Term Loan (a),(g)  3M SOFR + 8.500%  14.152  6/11/2028   378,788 
 2,962,500   Spear Education Holdings, LLC Term A Loan (a),(b),(c),(g)  3M SOFR + 7.500%  13.040  12/15/2027   2,992,125 
                  4,807,199 
     Financial Services - 0.65%              
 1,992,365   PSB Group, LLC, Term Loan (Last Out) - May 2023 (a),(b),(c),(g)  3M SOFR + 7.629%  13.263  9/17/2026   1,986,388 
                    
     Financials - 0.16%              
 141,389   Avison Young Canada, Inc., First Out Term Loan (a),(g)  3M SOFR + 7.500%  13.082  3/13/2028   141,389 
 250,527   Avison Young Canada, Inc., 2nd PIK Term Loan (a),(g)  3M SOFR + 8.000%  13.582  3/12/2029   250,527 
 84,383   Avison Young Canada, Inc., 3rd PIK Lien Term Loan (a),(g)  3M SOFR + 8.000%  13.582  3/12/2029   84,383 
                  476,299 
     Food Products - 0.23%              
 833,333   BCPE North Star US Holdco 2, Inc. 2L Term Loan (a),(g)  3M SOFR + 7.250%  12.680  6/8/2029   713,887 
                    
     Health Care Equipment & Supplies - 0.69%              
 163,043   Kreg LLC, Revolver (a),(b),(c),(g),(h)  3M SOFR + 6.250%  0.500  12/20/2026   151,304 
 2,103,389   Kreg LLC, Term Loan (a),(b),(c),(g)  3M SOFR + 2.250%  12.209  12/20/2026   1,951,945 
                  2,103,249 
     Health Care Providers & Services - 7.63%              
 580,645   Boca Home Care Holdings Revolver (a),(b),(c),(g),(h)  3M SOFR + 6.500%    2/25/2027   563,806 
 4,905,000   Boca Home Care Holdings, Inc Delayed Draw Term Loan (a),(b),(c),(g)  1M SOFR + 6.500%  11.930  2/25/2027   4,762,755 
 881,148   CVAUSA Management, LLC Primary Delayed Draw Term Loan (a),(b),(c),(g),(h)  3M SOFR + 6.500%    5/22/2029   882,029 
 368,852   CVAUSA Management, LLC Secondary Delayed Draw Term Loan (a),(b),(c),(g),(h)  3M SOFR + 6.500%    5/22/2029   369,221 
 285,714   CVAUSA Management, LLC, Revolver, Term Loan (a),(b),(c),(g),(h)  3M SOFR + 6.500%    5/22/2028   285,714 
 2,453,033   CVAUSA Management, LLC, Term Loan (a),(b),(c),(g)  3M SOFR + 6.500%  11.914  5/22/2029   2,455,486 
 709,308   Honor HN Buyer, Inc. Delayed Draw Term Loan (a),(b),(c),(g),(h)  3M SOFR + 5.750%  11.290  10/15/2027   709,308 
 132,013   Honor HN Buyer, Inc. Revolver (a),(b),(c),(g),(h)  Prime + 5.000%  13.250  10/15/2027   132,013 
 1,121,693   Honor HN Buyer, Inc. Term Loan (a),(b),(c),(g)  3M SOFR + 5.750%  11.290  10/15/2027   1,121,693 
 788,062   Honor HN Buyer, Inc. Term Loan 1st Amendment Health Network (a),(b),(c),(g)  6M SOFR + 6.000%  11.540  10/15/2027   788,062 
 1,485,638   MEDRINA, LLC Term Loan (a),(b),(c),(g)  3M SOFR + 6.250%  11.670  10/20/2029   1,473,753 
 297,872   MEDRINA, LLC Delayed Draw Term Loan (a),(b),(c),(g),(h)  3M SOFR + 6.250%    10/20/2029   295,489 
 212,766   MEDRINA, LLC Revolver (a),(b),(c),(g),(h)  3M SOFR + 6.250%    10/20/2029   211,064 
 333,333   One GI Intermediate LLC, Revolver Upsize (a),(b),(c),(g)  3M SOFR + 6.750%  12.166  12/22/2025   321,333 
 1,710,625   One GI Intermediate LLC, Tranche B Delayed Draw Term Loan (a),(b),(c),(g)  3M SOFR + 6.750%  12.166  12/22/2025   1,649,043 
 901,450   One GI Intermediate LLC, Tranche C Delayed Draw Term Loan (a),(b),(c),(g)  3M SOFR + 6.750%  12.166  12/22/2025   868,998 
 147,059   Shiftkey, Revolver (a),(b),(c),(g),(h)  3M SOFR + 5.750%    6/21/2027   143,971 
 2,311,765   Shiftkey, Term Loan (a),(b),(c),(g)  3M SOFR + 5.750%  11.402  6/21/2027   2,263,218 
 3,959,518   Spectrum Vision Partners, LLC (a),(b),(c),(g)  3M SOFR + 6.500%  12.152  11/18/2024   3,943,680 
                  23,240,636 
     Hotels, Restaurants & Leisure - 1.46%              
 1,440,000   SS Acquisition LLC, Delayed Draw Term Loan (a),(b),(c),(g)  3M SOFR + 7.591%  13.028  12/30/2026   1,440,000 
 3,000,000   SS Acquisition LLC, Term Loan (a),(b),(c),(g)  3M SOFR + 6.751%  12.334  12/30/2026   3,000,000 
                  4,440,000 
     Household Durables - 0.02%              
 1,000,000   Astro One Acquisition Corporation (a),(g)  3M SOFR + 8.50%  14.071  9/14/2029   60,000 

6

 

CIM Real Assets & Credit Fund Consolidated Schedule of Investments
  March 31, 2024 (Unaudited) (Continued)

 

Principal         Coupon       
Amount ($)      Spread  Rate (%)  Maturity  Fair Value 
     Bank Loans - 18.18% (Continued)              
     Industrial - 1.18%              
 57,737   AIDC Intermediate Co. 2, LLC, Term Loan (a),(b),(c),(g)  3M SOFR + 6.250%  11.713  7/22/2027  $58,314 
 2,468,750   AIDC Intermediate Co 2, Term Loan (a),(b),(c),(g)  3M SOFR + 6.250%  11.719  7/22/2027   2,493,438 
 1,097,499   Energy Acquisition LP, Second Lien Initial Term Loan (a),(g)  3M SOFR + 8.500%  13.927  6/26/2026   1,053,599 
                  3,605,351 
     Services - 2.78%              
 4,254,348   24 Seven, Inc., Term Loan (a),(b),(c),(g)  3M SOFR + 6.000%  11.320  11/16/2027   4,160,752 
 999,970   Convergint Technologies LLC, Second Lien Term Loan (a),(g)  3M SOFR + 6.750%  12.180  3/30/2029   938,722 
 3,439,146   EOS-Metasource Intermediate, Inc., Term Loan (a),(b),(c),(g)  3M SOFR + 6.250%  11.681  5/17/2027   3,370,363 
                  8,469,837 
     Technology - 1.34%              
 2,977,500   Exponential Power, Inc., Term Loan (a),(b),(c),(g)  3M SOFR + 6.500%  12.150  5/12/2026   2,301,608 
 800,000   Redstone HoldCo 2 LP, Second Lien Initial Term Loan (a),(g)  3M SOFR + 7.750%  13.183  4/27/2029   481,332 
 326,350   RumbleON, Inc. Delay Draw Term Loan (a),(b),(c),(g)  3M SOFR + 8.250%  8.750  8/31/2026   303,021 
 1,081,395   RumbleON, Inc. Term Loan (a),(b),(c),(g)  3M SOFR + 8.750%  8.250  8/31/2026   1,006,186 
                  4,092,147 
     Transportation - 0.46%              
 2,156,707   Reception Purchaser, LLC (a),(g)  3M SOFR + 6.000%  11.540  3/24/2028   1,412,643 
                    
     Total Bank Loans (Cost $58,426,513)            55,407,636 
                    
     Collateralized Loan Obligations - Debt - 23.84%              
 1,000,000   Allegro CLO XII, Ltd., Class E (b),(g),(i)  3M SOFR+ 7.100%  12.679  1/21/2032   1,003,565 
 4,000,000   Atlas Senior Loan Fund XX, Ltd., Class (b),(g),(i)  3M SOFR + 9.430%  14.740  10/19/2035   4,180,075 
 1,000,000   Barings Middle Market CLO, Ltd. 2021-I, Class D (g),(i)  3M SOFR+ 8.650%  14.229  7/20/2033   990,740 
 2,500,000   Birch Grove CLO 6 Ltd Series 6A E (b),(g),(i)  3M SOFR + 8.930%  14.248  7/7/2035   2,565,963 
 430,442   Brightwood Capital MM CLO 2023-1A D Ltd (g),(i)  3M SOFR + 6.460%  11.861  10/15/2035   431,242 
 1,003,974   Brightwood Capital MM CLO 2023-1A E Ltd (g),(i)  3M SOFR + 10.360%  15.761  10/15/2035   1,000,886 
 4,250,000   Carlyle US CLO 2022-4, Ltd., Class E (g),(i)  3M SOFR + 8.150%  13.475  7/22/2034   4,283,165 
 2,000,000   CGMS 2022-6A E Class E-R (g),(i)  3M SOFR + 7.900%  13.225  10/25/2036   2,011,845 
 5,285,000   CFIP CLO 2017-1, Ltd., Class ER (g),(i)  3M SOFR+ 7.300%  12.860  10/18/2034   5,154,602 
 9,100,000   Elevation CLO 2022-16, Ltd., Class E (g),(i)  3M SOFR + 8.300%  13.625  7/25/2034   9,180,737 
 3,000,000   Empower CLO 2022-1, Ltd., Class D (b),(g),(i)  3M SOFR + 5.500%  10.825  4/25/2036   3,044,280 
 1,000,000   Empower CLO 2023-1, Ltd., Class E (g),(i)  3M SOFR + 8.550%  13.868  10/20/2034   1,022,966 
 500,000   Flatiron CLO 20, Ltd., Class E (g),(i)  3M SOFR+ 7.850%  13.431  11/20/2033   508,316 
 500,000   Flatiron CLO 20-1A, Ltd., Class ER (g),(i)  3M SOFR + 6.400%  0.000  5/20/2036   500,000 
 2,000,000   Ivy Hill Middle Market Credit Fund XVIII, Ltd., Class E (g),(i)  3M SOFR+ 7.750%  13.329  4/22/2033   1,891,677 
 1,250,000   LCM 31, Ltd., Class E (g),(i)  3M SOFR + 7.08%  12.659  1/20/2032   1,227,631 
 5,500,000   LCM 38, Ltd., Class E (g),(i)  3M SOFR + 7.73%  13.044  10/15/2036   5,499,908 
 2,500,000   MCF CLO VII LLC, Class ER (g),(i)  3M SOFR + 9.150%  14.729  7/20/2033   2,504,686 
 3,500,000   Monroe Capital Mml CLO X, Ltd., Class ER (b),(g),(i)  3M SOFR + 8.750%  14.069  5/20/2034   3,411,459 
 2,250,000   Northwoods Capital 25, Ltd., Class E (g),(i)  3M SOFR + 7.140%  12.719  7/20/2034   2,190,585 
 500,000   OCP CLO 2020-20, Ltd., Class E (g),(i)  3M SOFR + 7.660%  13.251  10/9/2033   504,033 
 3,000,000   PennantPark CLO III, Ltd., Class E (g),(i)  3M SOFR + 8.140%  13.719  10/22/2032   2,909,160 
 2,000,000   PPMC 2022-6A Class E-R (g),(i)  3M SOFR + 8.960%  14.314  1/20/2037   2,044,496 
 7,000,000   Regatta XXII Funding, Ltd., Class E (b),(g),(i)  3M SOFR + 7.190%  12.606  7/20/2035   6,937,399 
 2,800,000   Sandstone Peak II Ltd 2023-2 (b),(g),(i)  3M SOFR + 8.790%  14.108  7/20/2036   2,876,917 
 2,000,000   Saratoga Investment Corp. CLO 2013-1, Ltd., Class F1R3 (g),(i)  3M SOFR+ 10.000%  15.579  4/20/2033   1,732,897 
 500,000   VCP CLO II, Ltd., Class E (b),(g),(i)  3M SOFR+ 8.400%  13.986  4/15/2031   501,512 
 3,000,000   Venture 45 CLO, Ltd., Class E (b),(g),(i)  3M SOFR + 7.700%  13.116  7/20/2035   2,527,157 
     Total Collateralized Loan Obligations - Debt (Cost $71,222,531)            72,637,899 

7

 

CIM Real Assets & Credit Fund Consolidated Schedule of Investments
  March 31, 2024 (Unaudited) (Continued)

 

Principal         Coupon       
Amount ($)      Spread  Rate (%)  Maturity  Fair Value 
     Collateralized Loan Obligations - Equity - 7.51%              
 4,060,000   Allegro CLO XV, Ltd., Class SUB (a),(b),(i),(j)     21.59  7/20/2035   2,854,383 
 2,980,000   Apex Credit CLO 2021, Ltd., Class SUB (a),(b),(i),(j)     21.61  7/18/2034   1,932,232 
 3,000,000   Atlas Senior Loan Fund XVII, Ltd., Class SUB (a),(b),(i),(j)     20.41  10/20/2034   1,643,400 
 2,585,233   Brightwood Capital MM CLO 2023-1A Sub1 Ltd (a),(b),(i),(j)     14.56  10/15/2035   1,908,290 
 5,500,000   Dryden 98 CLO, Ltd., Class SUB (a),(b),(i),(j)     18.82  4/20/2035   3,921,775 
 3,750,000   Elevation CLO 2021-15, Ltd., Class SUB (a),(b),(i),(j)     13.16  1/5/2035   1,576,650 
 4,396,000   Empower CLO 2024-1A SUB (a),(b),(i),(j)     15.07  4/25/2037   3,412,043 
 250,000   LCM 31, Ltd., Class INC (a),(b),(i),(j)     17.56  1/20/2032   116,750 
 2,750,000   Marble Point CLO XXI, Ltd., Class Inc (a),(b),(i),(j)     15.17  10/17/2051   1,651,787 
 5,000,000   Steele Creek CLO 2022-1, Ltd., Class SUB (a),(b),(i),(j)     23.59  4/15/2035   3,286,164 
 2,300,000   Trinitas CLO VIII, Ltd., Class SUB (a),(b),(i),(j)     7.33  7/20/2117   567,525 
     Total Collateralized Loan Obligations - Equity (Cost $28,156,888)            22,870,999 
     Commercial Mortgage-Backed Securities - 20.60%              
 391,000   BPR Trust 2021-TY, Class D (g),(i)  1M SOFR + 2.464%  7.790  9/15/2038   380,017 
 1,742,524   BX Trust 2022-PSB, Class E (g),(i)  1M SOFR + 6.337%  11.662  8/15/2039   1,760,199 
 3,485,048   BX Trust 2022-PSB, Class F (g),(i)  1M SOFR + 7.333%  12.658  8/15/2039   3,531,196 
 1,380,514   BX Trust 2023-VLT2, Class C (g),(i)  1M SOFR + 4.176%  9.501  6/15/2040   1,384,925 
 2,098,537   BX Trust 2023-VLT2, Class D (g),(i)  1M SOFR + 4.774%  10.099  6/15/2040   2,103,197 
 520,949   BX Trust 2023-VLT2, Class E (g),(i)  1M SOFR + 5.871%  11.196  6/15/2040   521,959 
 3,986,419   Campus Drive Secured Lease-Backed Pass-Though Trust, Series C (a),(i)     6.912  6/15/2058   2,459,620 
 4,500,000   CXP Trust 2022-CXP1, Class E (g),(i)  1M SOFR + 4.545%  9.870  12/15/2038   3,020,056 
 1,500,000   CXP Trust 2022-CXP1, Class F (g),(i)  1M SOFR + 5.461%  10.787  12/15/2038   465,469 
 182,851   Extended Stay America Trust 2021-ESH, Class D (g),(i)  1M SOFR + 2.364%  7.682  7/15/2038   181,159 
 2,834,193   Extended Stay America Trust 2021-ESH, Class E (g),(i)  1M SOFR + 2.964%  8.282  7/15/2038   2,811,151 
 9,024,756   Extended Stay America Trust 2021-ESH, Class F (g),(i)  1M SOFR + 3.814%  9.132  7/15/2038   9,014,131 
 4,034,600   ILPT Commercial Mortgage Trust 2022-LPF2, Class E (g),(i)  1M SOFR + 5.940%  11.265  10/15/2039   3,898,750 
 355,000   KSL 2023-HT D Float - 12/2036 (g),(i)  1M SOFR + 4.287%  9.613  12/15/2036   357,171 
 3,750,000   LAQ 2023-LAQ Mortgage Trust, Class D (g),(i)  1M SOFR + 4.188%  9.506  3/15/2036   3,669,191 
 3,710,000   One New York Plaza Trust 2020-1NYP, Class B (g),(i)  1M SOFR + 1.614%  6.940  1/15/2036   3,494,698 
 3,400,000   One New York Plaza Trust 2020-1NYP, Class C (g),(i)  1M SOFR + 2.314%  7.640  1/15/2036   2,916,549 
 1,500,000   One New York Plaza Trust 2020-1NYP, Class D (g),(i)  1M SOFR + 2.864%  8.190  1/15/2036   1,192,052 
 2,200,000   ORL 2023-GLKS D Float - 10/2025 (g),(i)  1M SOFR + 4.301%  9.619  10/19/2036   2,203,945 
 2,900,000   PGA National Resort Trust 2023-RSRT, Class C (g),(i)  1M SOFR + 3.789%  9.106  5/15/2033   2,896,366 
 1,370,000   PGA National Resort Trust 2023-RSRT, Class D (g),(i)  1M SOFR + 4.588%  9.905  5/15/2033   1,375,727 
 1,811,000   TWO VA Repack Trust Class B-2, Series B2 (a),(e),(i),(k)     9.250  11/15/2033   686,369 
 172,987   VA Gilbert AZ Subordinated Note Lease-Backed Pass -Through Trust (a),(i)     12.997  3/15/2034   201,703 
 4,010,000   Wells Fargo Commercial Mortgage Trust 2021-FCMT, Class D (g),(i)  1M SOFR + 3.614%  8.932  5/15/2031   3,785,051 
 1,000,000   Wells Fargo Commercial Mortgage Trust 2021-FCMT, Class F (g),(i)  1M SOFR + 6.010%  11.332  5/15/2031   941,969 
 7,500,000   WMRK Commercial Mortgage Trust 2022-WMRK, Class E (g),(i)  1M SOFR + 5.676%  11.001  11/15/2035   7,534,352 
     Total Commercial Mortgage-Backed Securities (Cost $65,810,777)            62,786,972 
                    
Cost Basis ($)                  
     Direct Real Estate - 25.00%              
 7,028,834   1902 Park Avenue (Los Angeles) Owner, L.P. (a),(d)            6,739,209 
 5,107,443   3816-3822 W Jefferson Blvd (a)            4,079,040 
 3,990,582   4707 W Jefferson Blvd (a),(e)            2,605,118 
 4,958,174   4901 W Jefferson Blvd - Los Angeles, CA (a)            4,945,499 
 19,648,423   Del Mar Terrace - Phoenix, AZ (a),(d)            14,806,234 
 13,671,116   EPIC Dallas (a),(d)            15,137,379 
 30,745,164   Sora Multifamily Residential Property (a)            23,113,258 
 5,151,761   Vale at the Parks - DC (a),(d)            4,742,969 
     Total Direct Real Estate (Cost $90,301,497)            76,168,706 

8

 

CIM Real Assets & Credit Fund Consolidated Schedule of Investments
  March 31, 2024 (Unaudited) (Continued)

 

Principal         Coupon       
Amount ($)      Spread  Rate (%)  Maturity  Fair Value 
     Real Estate-Related Loans and Securities - 9.46%              
     Other - 9.46%              
 1,645,000   IENTC 2, LLC (a),(c),(d),(g)  1M SOFR + 9.750%  15.077  3/31/2031  $1,645,000 
 8,225,000   IENTC 2, LLC Delayed Draw Term Loan B-1 (a),(c),(d),(g),(h)  1M SOFR + 9.750%  15.077  3/31/2031   8,225,000 
 1,645,000   IENTC 2, LLC 2023 Delayed Draw Term Loan B-1 (a),(c),(d),(g),(h)  3M SOFR + 7.000%  12.327  3/31/2031   1,645,000 
 2,115,000   IENTC 2, LLC 2023 (a),(c),(d),(g)  3M SOFR + 7.000%  12.327  3/31/2031   2,115,000 
 10,181,385   Society Las Olas - PMG Greybook Riverfront I LLC (a),(c),(d),(g)  1M SOFR + 1.470%  6.791  10/7/2024   10,099,934 
 5,151,984   Society Las Olas 301 - S 1st Avenue Holdings LLC (a),(c),(d),(g)  1M SOFR + 6.823%  12.144  10/7/2024   5,110,768 
     Total Real Estate-Related Loans and Securities (Cost $28,953,631)            28,840,702 
                    
Shares      Expiration Date  Strike Price        
     Warrant — 0.01%              
     Internet Media & Services - 0.01%              
 7,576   RumbleON, Inc. (a),(b),(c),(e)  8/14/2028  $          33.00      24,394 
     Total Warrant (Cost $83,469)              
                    
     Short-Term Investments - 2.79%              
     Money Market Funds - 2.79%              
 8,487,581   First American Treasury Obligations Fund, Class Z, 5.23% (l),(m) (Cost $8,487,581)   8,487,581 
                    
     Total Investments 110.68% (Cost $359,215,374)  $337,261,214 
     Liabilities in Excess of Other Assets (10.68%)            (32,550,557)
     Net Assets 100.00%           $304,710,657 

 

(a)Fair value of this security was determined using significant, unobservable inputs and was determined in accordance with Rule 2a-5 under the Investment Company Act of 1940, as amended (the “1940 Act”).

 

(b)A co-investment, completed under an order for exemptive relief granted by the U.S. Securities and Exchange Commission ("SEC") on August 4, 2020, that is advised by the OFS Adviser.

 

(c)Restricted security.

 

(d)A co-investment, completed under an order for exemptive relief granted by the SEC on August 4,2020, that is advised by the CIM Sub-Adviser.

 

(e)Non-income producing security.

 

(f)Investment in affiliate.

 

(g)Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets.

 

(h)This Investment or portion thereof was not funded as of March 31, 2024. The Fund had $4,977,249 at par value in unfunded commitments as of March 31, 2024.

 

(i)Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of March 31, 2024 the total market value of 144A securities is $158,295,870 or 51.95% of net assets.

 

(j)Collateralized loan obligation ("CLO") subordinated notes are residual positions in the CLO vehicle. CLO subordinated notes are entitled to distributions that are generally equal to the residual cash flows of the underlying securities less contractual payments to debt holders and fund expenses. The effective yield is estimated based upon the amount and timing of these distributions in addition to the estimated amount of terminal distribution. Effective yields for the CLO equity positions are updated generally once a quarter in connection with a transaction, such as an add-on purchase, refinancing or reset. The estimated yield and investment cost may ultimately not be realized. Estimated yields are periodically adjusted based on information reported by the CLO as of the date of determination.

 

(k)Zero coupon bond.

 

(l)Rate disclosed is the seven day effective yield as of March 31, 2024.

 

(m)A portion of this security is held as collateral for total return swaps.

9

 

CIM Real Assets & Credit Fund Consolidated Schedule of Investments
  March 31, 2024 (Unaudited)
   

Restricted Securities

 

              Fair Value as a 
Issuer Description  Acquisition Date  Cost   Fair Value   Percentage of Net Assets 
24 Seven, Inc., Term Loan  1/28/2022  $4,224,924   $4,160,752    1.37%
AIDC Intermediate Co 2, LLC, Term Loan  7/22/2022   2,444,193    2,493,438    0.82%
AIDC Intermediate Co 2,Term Loan  7/31/2023   50,475    58,314    0.02%
Boca Home Care Holdings Revolver  2/25/2022   574,839    563,806    0.19%
Boca Home Care Holdings, Inc. Delayed Draw Term Loan  2/25/2022   4,852,500    4,762,755    1.56%
Boca Homecare Holdings, Inc. (Equity)  2/25/2022   580,645    330,910    0.11%
CGA Holdings, Inc., Class A  3/3/2023   155,086    157,890    0.05%
CVAUSA Management, LLC Primary Delayed Draw Term Loan  5/22/2023   881,148    882,029    0.29%
CVAUSA Management, LLC Secondary Delayed Draw Term Loan  5/22/2023   368,852    369,221    0.12%
CVAUSA ManagemenTerm Loan, LLC, Revolver, Term Loan  5/22/2023   285,714    285,714    0.09%
CVAUSA Management, LLC, Term Loan  5/22/2023   2,412,068    2,455,486    0.81%
EOS-Metasource Intermediate, Inc., Term Loan  5/17/2022   3,415,141    3,370,363    1.11%
Exponential Power, Inc., Term Loan  5/17/2023   2,942,724    2,301,608    0.76%
Honor HN Buyer, Inc. Delayed Draw Term Loan  10/15/2021   709,308    709,308    0.23%
Honor HN Buyer, Inc. Revolver  10/15/2021   132,013    132,013    0.04%
Honor HN Buyer, Inc. Term Loan  10/15/2021   1,107,873    1,121,693    0.37%
Honor HN Buyer, Inc. Term Loan 1st Amendment Health Network  3/31/2023   788,062    788,062    0.26%
IENTC 1, LLC  3/31/2022   3,772,723    7,893,180    2.59%
IENTC 2, LLC  3/31/2022   1,645,000    1,645,000    0.54%
IENTC 2, LLC 2023  12/13/2023   2,115,000    2,115,000    0.69%
IENTC 2, LLC Delayed Draw Term Loan B-1  3/31/2022   8,225,000    8,225,000    2.70%
IENTC 2, LLC 2023 Delayed Draw Term Loan B-1  12/13/2023   1,645,000    1,645,000    0.54%
Kreg LLC, Revolver  12/20/2021   162,228    151,304    0.05%
Kreg LLC, Term Loan  12/20/2021   2,093,465    1,951,945    0.64%
MEDRINA, LLC Term Loan  10/20/2023   1,450,382    1,473,753    0.48%
MEDRINA, LLC Delayed Draw Term Loan  10/20/2023   294,149    295,489    0.10%
MEDRINA, LLC Revolver  10/20/2023   207,447    211,064    0.07%
One GI Intermediate LLC, Revolver Upsize  12/13/2021   333,333    321,333    0.11%
One GI Intermediate LLC, Tranche B Delayed Draw Term Loan -  12/13/2021   1,701,233    1,649,043    0.54%
One GI Intermediate LLC, Tranche C Delayed Draw Term Loan  12/13/2021   907,501    868,998    0.29%
PSB Group, LLC, Term Loan (Last Out)  May 2023  5/1/2023   1,976,974    1,986,388    0.65%
RumbleOn, Inc., Term Loan  8/31/2021   1,045,183    1,006,186    0.33%
RumbleOn, Inc., Delayed Draw Term Loan  8/31/2021   325,130    303,021    0.10%
RumbleOn, Inc., (Warrant)  8/31/2021   83,469    24,394    0.01%
Shiftkey, Revolver  6/21/2022   147,059    143,971    0.05%
Shiftkey, Term Loan  6/21/2022   2,295,742    2,263,218    0.74%
Society Las Olas - PMG Greybook Riverfront I LLC  9/23/2021   10,171,646    10,099,934    3.31%
Society Las Olas 301 - S 1st Avenue Holdings LLC  6/7/2022   5,151,984    5,110,768    1.68%
Spear Education Holdings, LLC Term A Loan  2/10/2023   2,901,865    2,992,125    0.98%
Spectrum Vision Partners, LLC  5/2/2023   3,952,311    3,943,680    1.29%
SS Acquisition LLC, Delayed Draw Term Loan  12/30/2021   1,431,439    1,440,000    0.47%
SS Acquisition LLC, Term Loan  12/30/2021   2,979,871    3,000,000    0.98%
      $82,940,699   $85,703,156    28.13%

10

 

CIM Real Assets & Credit Fund Consolidated Schedule of Investments
  March 31, 2024 (Unaudited)
   

TOTAL RETURN SWAP CONTRACTS (a)

 

                    Net Unrealized 
      Notional      Termination      Appreciation 
Counterparty  Reference Entity/Obligation  Amount   Fund Pays  Date  Value   Depreciation 
Citibank, N.A.  84 Lumber Company New Term Loan B, 1M SOFR + 2.75%  $70,894   3M SOFR + 1.80%  11/29/2030  $71,573   $674 
Citibank, N.A.  ABG Intermediate Holdings 2 LLC B-1 Term Loan (First Lien), 1M SOFR + 4.00%  $685,140   3M SOFR + 1.80%  12/21/2028  $697,958   $12,476 
Citibank, N.A.  Academy, Ltd., 1M SOFR + 3.75% (b)  $266,768   3M SOFR + 1.80%  11/5/2027  $265,748   $(500)
Citibank, N.A.  Acrisure LLC, 1M SOFR + 3.50%  $581,146   3M SOFR + 1.80%  2/15/2027  $583,698   $1,571 
Citibank, N.A.  Acrisure LLC, 1M SOFR + 3.75%  $538,744   3M SOFR + 1.80%  2/15/2027  $545,375   $4,359 
Citibank, N.A.  Acrisure LLC, 1M SOFR + 4.25%  $145,525   3M SOFR + 1.80%  2/15/2027  $147,266   $1,304 
Citibank, N.A.  ADMI Corp. Term Loan B3 1L, 1M SOFR + 3.75%  $782,359   3M SOFR + 1.80%  12/23/2027  $761,227   $(22,566)
Citibank, N.A.  Advantage Sales & Marketing, Inc., 3M SOFR + 4.50%  $740,304   3M SOFR + 1.80%  10/28/2027  $753,596   $10,013 
Citibank, N.A.  Aegion Corp. Term Loan , 1M SOFR +4.25%  $810,203   3M SOFR + 1.80%  5/17/2028  $814,258   $4,055 
Citibank, N.A.  AHP Health Partners, Inc., 1M SOFR + 3.50%  $282,038   3M SOFR + 1.80%  8/24/2028  $283,957   $1,595 
Citibank, N.A.  AI Aqua Merger Sub, Inc., 1M SOFR + 3.75%  $733,865   3M SOFR + 1.80%  7/31/2028  $741,021   $6,091 
Citibank, N.A.  Allen Media LLC, 3M SOFR + 5.50%  $1,486,036   3M SOFR + 1.80%  2/10/2027  $1,315,758   $(176,022)
Citibank, N.A.  Allied Universal Holdco LLC, 1M SOFR + 3.75%  $485,063   3M SOFR + 1.80%  5/14/2028  $487,454   $1,634 
Citibank, N.A.  Amentum Government Services Holdings LLC Term Loan B 1L, 1M SOFR + 4.00%  $345,031   3M SOFR + 1.80%  2/15/2029  $347,992   $2,530 
Citibank, N.A.  American Airlines, Inc. Seventh Amendment Extended Term Loan, 6M SOFR + 2.75%  $498,125   3M SOFR + 1.80%  2/7/2028  $500,453   $2,192 
Citibank, N.A.  American Airlines, Inc. Term Loan B (Nov 2023), 6M SOFR + 3.50%  $275,000   3M SOFR + 1.80%  6/4/2029  $278,993   $3,844 
Citibank, N.A.  American Axle & Manufacturing, Inc., Term Loan, 1M SOFR + 3.50%  $967,694   3M SOFR + 1.80%  12/13/2029  $981,388   $12,329 
Citibank, N.A.  Amynta Agency Borrower, Inc. 1st Lien Term Loan B, 1M SOFR + 4.25%  $902,881   3M SOFR + 1.80%  2/28/2028  $910,303   $7,253 
Citibank, N.A.  AP Core Holdings II LLC, 1M SOFR + 5.50%  $828,034   3M SOFR + 1.80%  9/1/2027  $822,041   $(7,892)
Citibank, N.A.  AppLovin Corporation Term Loan B, 1M SOFR + 3.10%  $687,568   3M SOFR + 1.80%  8/19/2030  $690,382   $2,678 
Citibank, N.A.  Arches Buyer, Inc., 1M SOFR + 3.25%  $829,861   3M SOFR + 1.80%  12/6/2027  $815,034   $(16,481)
Citibank, N.A.  Asurion, LLC NEW B-11 TERM LOAN, 1M SOFR + 4.25%  $365,605   3M SOFR + 1.80%  8/19/2028  $365,170   $(1,596)
Citibank, N.A.  Asurion, LLC Term Loan B 1L, 1M SOFR + 4.00%  $584,844   3M SOFR + 1.80%  8/21/2028  $594,463   $3,029 
Citibank, N.A.  Athenahealth Group Inc. Term Loan B 1L, 1M SOFR + 3.25%  $435,807   3M SOFR + 1.80%  2/15/2029  $434,899   $(1,480)
Citibank, N.A.  Athletico Physical Therapy Term Loan B, 3M SOFR + 4.25%  $888,716   3M SOFR + 1.80%  2/15/2029  $672,490   $(217,331)
Citibank, N.A.  Autokiniton US Holdings, Inc. Term Loan B , 1M SOFR +4.50 %  $1,070,413   3M SOFR + 1.80%  4/6/2028  $1,071,899   $4,834 
Citibank, N.A.  Axalta Coating Systems US Holdings, Inc. Term Loan B6, 3M SOFR + 2.50%  $685,202   3M SOFR + 1.80%  12/20/2029  $688,932   $3,587 
Citibank, N.A.  Bakemark Holdings, Inc., 1M SOFR + 4.00%  $486,306   3M SOFR + 1.80%  9/5/2028  $488,801   $1,752 
Citibank, N.A.  Banijay Entertainment S.A.S., Banijay 1L, 1M SOFR + 3.25%  $355,401   3M SOFR + 1.80%  3/2/2028  $360,075   $4,107 
Citibank, N.A.  Barnes Group First Lien Term Loan B, 1M SOFR + 3.00%  $495,009   3M SOFR + 1.80%  8/31/2030  $500,059   $4,829 
Citibank, N.A.  BCPE North Star US Holdco 2, Inc. Term Loan 1L, 1M SOFR + 4.00% (b)  $938,949   3M SOFR + 1.80%  6/9/2028  $884,103   $(55,940)
Citibank, N.A.  BIP Pipco Holdings LLC Brookfield NGPL, 3M SOFR + 3.25%  $165,833   3M SOFR + 1.80%  12/6/2030  $167,136   $1,271 
Citibank, N.A.  BJ's Wholesale Club, Inc. 2023 Other Term Loans, 1M SOFR + 2.75%  $176,090   3M SOFR + 1.80%  2/5/2029  $177,451   $1,345 
Citibank, N.A.  Blackhawk Network Holdings, Inc. Term Loan B, 1M SOFR + 5.00%  $182,237   3M SOFR + 1.80%  3/12/2029  $184,739   $2,490 
Citibank, N.A.  Brookfield WEC Holdings Term Loan B, 1M SOFR + 3.75%  $435,850   3M SOFR + 1.80%  1/17/2031  $445,277   $9,296 
Citibank, N.A.  Brown Group Holding, LLC Term Loan B2 1L, 1M SOFR + 3.00%  $196,508   3M SOFR + 1.80%  7/2/2029  $198,729   $2,012 
Citibank, N.A.  Burlington Coat Factory Warehouse Corp., 1M SOFR + 2.00%  $533,569   3M SOFR + 1.80%  6/26/2028  $536,754   $2,297 
Citibank, N.A.  Buzz Merger Sub LTD. Initial Term Loan, 1M SOFR + 2.75%  $496,124   3M SOFR + 1.80%  1/29/2027  $497,831   $1,707 
Citibank, N.A.  Canister International Term Loan B, 1M SOFR + 1.475% (b)  $62,188   3M SOFR + 1.80%  3/13/2029  $62,682   $495 
Citibank, N.A.  CCRR Parent, Inc. Term Loan B, 1M SOFR + 3.75% (b)  $875,268   3M SOFR + 1.80%  3/5/2028  $791,137   $(83,388)
Citibank, N.A.  CD&R Hydra Buyer, Inc. Term Loan B, 1M SOFR + 4.10% (b)  $192,581   3M SOFR + 1.80%  3/14/2031  $194,214   $1,634 
Citibank, N.A.  Charlotte Buyer, Inc.; Curo Health Services, LLC, 1M SOFR + 5.25%  $918,375   3M SOFR + 1.80%  2/11/2028  $991,934   $57,174 
Citibank, N.A.  Chart Industries, Inc. Amendment No 5 Term Loan, 1M SOFR + 3.75%  $178,547   3M SOFR + 1.80%  3/15/2030  $183,095   $4,444 
Citibank, N.A.  Charter NEX US, Inc Term Loan B, 1M SOFR + 4.25%  $730,570   3M SOFR + 1.80%  12/1/2027  $732,728   $8,043 
Citibank, N.A.  CHG Healthcare Services Inc Term Loan B 2023, 1M SOFR + 3.75%  $246,881   3M SOFR + 1.80%  9/30/2028  $250,311   $3,235 
Citibank, N.A.  CHG Healthcare Services, Inc., 1M SOFR + 3.25%  $342,397   3M SOFR + 1.80%  9/29/2028  $344,799   $1,877 
Citibank, N.A.  City Brewing Co. LLC, 3M SOFR + 3.50% (b)  $217,750   3M SOFR + 1.80%  4/5/2028  $170,142   $(47,212)
Citibank, N.A.  CLARIOS GLOBAL LP Term Loan B, 1M SOFR + 3.75%  $286,302   3M SOFR + 1.80%  5/6/2030  $288,819   $2,495 
Citibank, N.A.  Clydesdale Acquisition Holdings, Inc., 1M SOFR + 3.68%  $548,359   3M SOFR + 1.80%  4/13/2029  $570,855   $18,264 
Citibank, N.A.  Cogeco Communications Finance (USA) LP,Term Loan B, 1M SOFR + 2.50%  $489,380   3M SOFR + 1.80%  9/1/2028  $485,038   $(10,308)
Citibank, N.A.  Compass Power Generation LLC, 1M SOFR + 4.25%  $831,563   3M SOFR + 1.80%  4/14/2029  $851,847   $18,215 
Citibank, N.A.  Conduent Business Services LLC, 1M SOFR + 4.25%  $660,776   3M SOFR + 1.80%  10/15/2028  $665,453   $3,946 
Citibank, N.A.  Connect Finco Sarl, 1M SOFR + 3.50% (b)  $977,243   3M SOFR + 1.80%  12/11/2026  $975,673   $(856)
Citibank, N.A.  Core & Main LP, 1M SOFR + 2.50%  $405,234   3M SOFR + 1.80%  7/27/2028  $406,675   $1,106 
Citibank, N.A.  Corel Corp., 3M SOFR + 5.00%  $589,996   3M SOFR + 1.80%  7/2/2026  $604,723   $9,802 
Citibank, N.A.  CoreLogic, Inc., 1M SOFR + 3.50%  $202,626   3M SOFR + 1.80%  6/2/2028  $199,119   $(3,627)
Citibank, N.A.  CORGI BIDCO, INC.Term Loan 1L, 3M SOFR + 5.00%  $170,366   3M SOFR + 1.80%  10/15/2029  $181,681   $9,698 
Citibank, N.A.  Cornerstone Building Brands, Inc., 1M SOFR + 3.25%  $241,334   3M SOFR + 1.80%  4/12/2028  $273,310   $27,105 
Citibank, N.A.  Cornerstone OnDemand, Inc., Term Loan, 1M SOFR + 3.75%  $679,018   3M SOFR + 1.80%  10/16/2028  $669,841   $(9,918)
Citibank, N.A.  CP Atlas Buyer, Inc., 1M SOFR + 3.75%  $389,740   3M SOFR + 1.80%  11/23/2027  $385,792   $(3,948)
Citibank, N.A.  Crosby Worldwide Limited Term Loan N, 1M SOFR + 4.00%  $114,521   3M SOFR + 1.80%  8/16/2029  $115,875   $1,345 
Citibank, N.A.  Culligan 2023 Incremental Term Loan, 1M SOFR + 4.25%  $39,216   3M SOFR + 1.80%  7/31/2028  $39,440   $1,383 

11

 

CIM Real Assets & Credit Fund Consolidated Schedule of Investments
  March 31, 2024 (Unaudited) (Continued)
   

TOTAL RETURN SWAP CONTRACTS (a)

 

                    Net Unrealized 
      Notional      Termination      Appreciation 
Counterparty  Reference Entity/Obligation  Amount   Fund Pays  Date  Value   Depreciation 
Citibank, N.A.  Dermatology Intermediate Holdings III, Inc. Term Loan B 1L, 3M SOFR +4.25%  $341,027   3M SOFR + 1.80%  3/26/2029  $339,499   $(2,864)
Citibank, N.A.  DexKo Global Inc., Term Loan B, 3M SOFR + 3.75%  $635,895   3M SOFR + 1.80%  10/4/2028  $631,573   $(3,909)
Citibank, N.A.  DG Investment Intermediate Holdings 2, Inc., 1M SOFR + 3.75%  $734,048   3M SOFR + 1.80%  3/31/2028  $735,598   $1,282 
Citibank, N.A.  DIRECTV Financing LLC, 1M SOFR + 5.00%  $525,855   3M SOFR + 1.80%  8/2/2027  $529,214   $3,081 
Citibank, N.A.  East West Manufacturing, LLC Term Loan B 1L, 3M SOFR + 5.75% (b)  $635,250   3M SOFR + 1.80%  12/22/2028  $599,958   $(36,806)
Citibank, N.A.  Electrical Components International, Inc. Initial Term Loan (First Lien), 1M SOFR + 4.25% (b)  $614,003   3M SOFR + 1.80%  6/26/2025  $616,677   $2,100 
Citibank, N.A.  Element Materials Tech Group US Holdings Delayed Term Loan, 3M SOFR + 4.25% (b)  $55,031   3M SOFR + 1.80%  6/22/2029  $55,146   $115 
Citibank, N.A.  Element Materials Tech Group US Holdings Inc. Term Loan, 3M SOFR + 4.25%  $118,638   3M SOFR + 1.80%  6/22/2029  $119,482   $742 
Citibank, N.A.  EnergySolutions, LLC 2023 Term Loan, 3M SOFR + 4.00%  $542,995   3M SOFR + 1.80%  9/23/2030  $552,516   $9,035 
Citibank, N.A.  Fertitta Entertainment, LLC Term Loan B 1L, 1M SOFR + 3.75%  $340,017   3M SOFR + 1.80%  1/29/2029  $342,078   $1,841 
Citibank, N.A.  Fiesta Purchaser, Inc Term Loan B, 1M SOFR + 4.00%  $180,000   3M SOFR + 1.80%  2/12/2031  $182,335   $2,312 
Citibank, N.A.  First Brands Incremental Term Loan B, 3M SOFR + 5.1145%  $139,097   3M SOFR + 1.80%  3/30/2027  $140,411   $1,305 
Citibank, N.A.  Flutter Entertainment plc 2023 Term Loan B, 3M SOFR + 2.25%  $165,834   3M SOFR + 1.80%  11/25/2030  $166,621   $767 
Citibank, N.A.  Gainwell Acquisition Corp., 3M SOFR + 4.25%  $1,081,003   3M SOFR + 1.80%  2/1/2029  $1,088,495   $7,113 
Citibank, N.A.  Gainwell Acquisition Corp., 3M SOFR + 4.00%  $230,467   3M SOFR + 1.80%  10/1/2027  $220,378   $(9,878)
Citibank, N.A.  GIP Pilot Acquisition Partners L.P. - 2023 Term Loan 2023 Term Loan, 3M SOFR + 3.00%  $248,750   3M SOFR + 1.80%  10/4/2030  $251,125   $2,294 
Citibank, N.A.  Gloves Buyer, Inc. Non-Fung Inc 1L Term Loan, 1M SOFR + 5.00% (b)  $723,863   3M SOFR + 1.80%  12/29/2027  $746,250   $20,141 
Citibank, N.A.  GoTo Group Inc Term Loan, 1M SOFR + 4.75% (b)  $219,982   3M SOFR + 1.80%  4/28/2028  $210,311   $(9,670)
Citibank, N.A.  GoTo Group Inc Term Loan, 1M SOFR + 4.75% (b)  $303,784   3M SOFR + 1.80%  4/28/2028  $234,066   $(69,718)
Citibank, N.A.  Great Outdoors Group, LLC Term Loan B 1L, 1M SOFR + 3.75%  $1,261,849   3M SOFR + 1.80%  3/6/2028  $1,273,675   $9,073 
Citibank, N.A.  Help/Systems Holdings, Inc., 1M SOFR + 4.00%  $484,848   3M SOFR + 1.80%  11/19/2026  $470,121   $(14,727)
Citibank, N.A.  Hunter Douglas Inc. Term Loan B 1L, 3M SOFR + 3.50%  $488,794   3M SOFR + 1.80%  2/25/2029  $486,453   $(2,952)
Citibank, N.A.  Hyperion Materials and Technologies Inc Initial Term Loans, 1M SOFR + 4.50%  $741,808   3M SOFR + 1.80%  8/30/2028  $744,874   $2,824 
Citibank, N.A.  Indicor Term Loan B, 3M SOFR + 4.50%  $95,537   3M SOFR + 1.80%  11/22/2029  $99,704   $4,107 
Citibank, N.A.  Indy US Holdco LLC, 1M SOFR + 6.25%  $803,023   3M SOFR + 1.80%  3/5/2028  $899,453   $84,400 
Citibank, N.A.  Installed Building Products, Inc. Repriced Term Loan B, 1M SOFR + 2.00% (b)  $497,500   3M SOFR + 1.80%  12/14/2028  $498,590   $1,090 
Citibank, N.A.  Ivanti Software, Inc., 3M SOFR + 4.25%  $651,700   3M SOFR + 1.80%  12/1/2027  $613,317   $(38,929)
Citibank, N.A.  Jadex, Inc., 1M SOFR + 4.75% (b)  $355,835   3M SOFR + 1.80%  2/11/2028  $339,574   $(16,847)
Citibank, N.A.  Janus International Group LLC, Amendment No. 6 Refinancing Term Loan, 3M SOFR + 3.00%  $234,536   3M SOFR + 1.80%  8/5/2030  $238,000   $3,295 
Citibank, N.A.  KKR Apple Bidco, LLC, 1M SOFR + 2.75%  $937,961   3M SOFR + 1.80%  9/22/2028  $940,200   $1,614 
Citibank, N.A.  KNS Midco Corp., 1M SOFR + 6.25%  $562,500   3M SOFR + 1.80%  4/16/2027  $495,087   $(67,413)
Citibank, N.A.  LBM Acquisition LLC, 1M SOFR + 3.75%  $629,541   3M SOFR + 1.80%  12/17/2027  $629,985   $129 
Citibank, N.A.  LifePoint Health Term Loan B Extension, 3M SOFR + 5.50%  $235,927   3M SOFR + 1.80%  11/16/2028  $250,333   $13,649 
Citibank, N.A.  Liftoff Mobile, Inc., 1M SOFR + 3.75%  $485,748   3M SOFR + 1.80%  10/2/2028  $480,534   $(5,728)
Citibank, N.A.  LSF11 A5 HOLDCO LLC, Term Loan B, 1M SOFR + 4.25%  $640,149   3M SOFR + 1.80%  10/15/2028  $652,447   $11,118 
Citibank, N.A.  LSF9 ATerm Loanantis Holdings, LLC Term Loan B, 1M SOFR + 7.25%  $723,199   3M SOFR + 1.80%  3/29/2029  $756,475   $(417)
Citibank, N.A.  Madison IAQ LLC, 1M SOFR + 3.25%  $633,628   3M SOFR + 1.80%  6/21/2028  $638,473   $3,195 
Citibank, N.A.  Magenta Buyer LLC, 3M SOFR + 5.00%  $790,488   3M SOFR + 1.80%  7/27/2028  $476,133   $(315,281)
Citibank, N.A.  McAfee Corp. Term Loan B 1L, 1M SOFR + 3.75%  $902,388   3M SOFR + 1.80%  3/1/2029  $907,367   $3,857 
Citibank, N.A.  McGraw-Hill Education, Inc., 1M SOFR + 4.75%  $714,119   3M SOFR + 1.80%  7/28/2028  $723,522   $7,228 
Citibank, N.A.  Medline Industries, LP, Term Loan, 1M SOFR + 3.00%  $857,001   3M SOFR + 1.80%  10/23/2028  $862,520   $4,724 
Citibank, N.A.  Mega Broadband Investments LLC Initial Term Loan, 3M SOFR + 3.00%  $484,316   3M SOFR + 1.80%  11/12/2027  $493,824   $8,111 
Citibank, N.A.  MH Sub I LLC, 1M SOFR + 4.25%  $671,697   3M SOFR + 1.80%  5/3/2028  $690,696   $16,765 
Citibank, N.A.  Midwest Physician Administrative Services LLC, 3M SOFR + 3.25%  $433,915   3M SOFR + 1.80%  3/13/2028  $362,021   $(71,281)
Citibank, N.A.  Mitchell International, Inc., 1M SOFR + 3.75%  $648,433   3M SOFR + 1.80%  10/16/2028  $654,339   $4,446 
Citibank, N.A.  Mosel Bidco SE Term Loan B, 3M SOFR + 4.75%  $198,000   3M SOFR + 1.80%  9/16/2030  $200,750   $2,652 
Citibank, N.A.  Naked Juice LLC 3M SOFR + 3.25%  $980,178   3M SOFR + 1.80%  1/24/2029  $921,428   $(59,255)
Citibank, N.A.  Olaplex, Inc Term Loan 1L, 1M SOFR + 3.50%  $347,167   3M SOFR + 1.80%  2/17/2029  $330,259   $(18,396)
Citibank, N.A.  OldcasTerm Loane Building Envelope Inc Term Loan B 1L, 3M SOFR + 4.50%  $721,823   3M SOFR + 1.80%  4/30/2029  $743,392   $17,730 
Citibank, N.A.  OpenText Corporation Repriced Term Loan B, 1M SOFR + 2.75%  $461,188   3M SOFR + 1.80%  1/31/2030  $462,501   $1,312 
Citibank, N.A.  PetSmart LLC, 1M SOFR + 3.75%  $1,266,023   3M SOFR + 1.80%  2/11/2028  $1,269,117   $1,880 
Citibank, N.A.  PHOENIX GUARANTOR INC Term Loan B4, 1M SOFR + 3.25%  $742,500   3M SOFR + 1.80%  2/21/2031  $741,199   $(1,363)
Citibank, N.A.  Pitney Bowes INC.Term Loan, 1M SOFR + 4.00%  $740,749   3M SOFR + 1.80%  3/17/2028  $744,452   $2,849 
Citibank, N.A.  Quest Borrower Limited Term Loan 1L, 3M SOFR + 4.25%  $975,150   3M SOFR + 1.80%  2/1/2029  $753,037   $(224,602)
Citibank, N.A.  Quikrete Holdings, Inc Term Loan B, 1M SOFR + 2.50%  $500,000   3M SOFR + 1.80%  4/14/2031  $500,825   $2,075 
Citibank, N.A.  Redstone Holdco 2 LP, 1M SOFR + 4.75%  $829,962   3M SOFR + 1.80%  4/27/2028  $779,522   $(60,211)
Citibank, N.A.  Ring Container Technologies Group LLC, 1M SOFR + 3.50%  $381,704   3M SOFR + 1.80%  8/12/2028  $385,921   $3,437 
Citibank, N.A.  Rough Country, LLC 1L, 1M SOFR + 3.50%  $1,243,355   3M SOFR + 1.80%  7/26/2028  $1,243,371   $(959)
Citibank, N.A.  Ryan Specialty Group LLC, 1M SOFR + 2.75%  $193,321   3M SOFR + 1.80%  9/1/2027  $193,507   $320 
Citibank, N.A.  Scientific Games Holdings LP Term Loan B 1L, 3M SOFR + 3.25%  $693,357   3M SOFR + 1.80%  4/4/2029  $696,510   $3,100 
Citibank, N.A.  Select Medical Corp. Tranche B-1 Term Loan, 1M SOFR + 3.00%  $317,536   3M SOFR + 1.80%  3/6/2027  $320,030   $2,235 
Citibank, N.A.  Simon & Schuster Term Loan B, 3M SOFR + 4.00%  $99,000   3M SOFR + 1.80%  10/30/2030  $100,488   $1,432 

12

 

CIM Real Assets & Credit Fund Consolidated Schedule of Investments
  March 31, 2024 (Unaudited) (Continued)
   

TOTAL RETURN SWAP CONTRACTS (a)

 

                    Net Unrealized 
      Notional      Termination      Appreciation 
Counterparty  Reference Entity/Obligation  Amount   Fund Pays  Date  Value   Depreciation 
Citibank, N.A.  Sinclair Television Group, Inc. Term Loan B4 1L, 1M SOFR + 3.75%  $563,178   3M SOFR + 1.80%  4/13/2029  $473,816   $(94,490)
Citibank, N.A.  Sitel Worldwide Corp., 1M SOFR + 3.75%  $665,229   3M SOFR + 1.80%  8/27/2028  $576,643   $(89,632)
Citibank, N.A.  Specialty Building Products Holdings LLC, 1M SOFR + 3.75%  $488,530   3M SOFR + 1.80%  10/15/2028  $489,182   $208 
Citibank, N.A.  Spring Education Group, Inc., 3M SOFR + 4.50%  $136,649   3M SOFR + 1.80%  9/28/2030  $139,123   $2,392 
Citibank, N.A.  SRS Distribution Inc., 1M SOFR + 3.50%  $174,714   3M SOFR + 1.80%  6/2/2028  $177,451   $2,268 
Citibank, N.A.  Star Parent, Inc. Term Loan B, 3M SOFR + 4.00%  $175,893   3M SOFR + 1.80%  9/30/2030  $177,690   $1,611 
Citibank, N.A.  Summit Materials Incremental Term Loan B, 3M SOFR + 2.50%  $90,682   3M SOFR + 1.80%  1/12/2029  $91,466   $778 
Citibank, N.A.  SupplyOne, Inc. Term Loan B, 1M SOFR + 4.25% (b)  $21,739   3M SOFR + 1.80%  4/19/2031  $21,671   $150 
Citibank, N.A.  Teneo Global LLC Term Loan B, 1M SOFR + 4.75%  $1,010,204   3M SOFR + 1.80%  3/7/2031  $1,024,872   $14,638 
Citibank, N.A.  Tenneco Inc. Cov-Lite Term Loan B, 3M SOFR + 4.75%  $425,000   3M SOFR + 1.80%  11/17/2028  $471,803   $38,749 
Citibank, N.A.  Tony's Fresh Market / Cardenas Markets Term Loan B 1L, 3M SOFR + 6.75%  $925,900   3M SOFR + 1.80%  8/1/2029  $991,156   $55,412 
Citibank, N.A.  Topgolf Callaway Brands Corp, Term Loan B, 1M SOFR + 3.00%  $589,583   3M SOFR + 1.80%  3/15/2030  $591,758   $2,069 
Citibank, N.A.  TransDigm Inc. Term Loan J, 3M SOFR + 3.25%  $90,455   3M SOFR + 1.80%  2/28/2031  $91,228   $764 
Citibank, N.A.  TransDigm Inc., Term Loan K, 3M SOFR + 3.25%  $482,671   3M SOFR + 1.80%  2/22/2027  $494,060   $8,749 
Citibank, N.A.  TricorBraun Holdings, Inc., 1M SOFR + 3.25%  $328,072   3M SOFR + 1.80%  3/3/2028  $328,087   $(1,016)
Citibank, N.A.  Tronox Finance LLC August 2023 Loan, 3M SOFR + 3.50%  $246,881   3M SOFR + 1.80%  8/16/2028  $249,998   $2,912 
Citibank, N.A.  TruGreen LP, 1M SOFR + 4.00%  $358,160   3M SOFR + 1.80%  11/2/2027  $364,824   $3,986 
Citibank, N.A.  TTM Technologies, Inc. Term Loan B 1L, 1M SOFR + 2.75% (b)  $82,088   3M SOFR + 1.80%  5/30/2030  $83,072   $909 
Citibank, N.A.  U.S. Anesthesia Partners, Inc., 1M SOFR + 4.25%  $723,608   3M SOFR + 1.80%  10/2/2028  $697,045   $(27,654)
Citibank, N.A.  U.S. Silica Company Term Loan B, 1M SOFR + 4.00%  $573,622   3M SOFR + 1.80%  3/25/2030  $600,861   $10,665 
Citibank, N.A.  United Airlines, Inc. Term Loan B, 3M SOFR + 2.75  $199,000   3M SOFR + 1.80%  2/24/2031  $200,562   $1,552 
Citibank, N.A.  Virtusa Corporation Term Loan 1L, 1M SOFR + 3.75%  $784,161   3M SOFR + 1.80%  2/15/2029  $792,672   $7,567 
Citibank, N.A.  Vistage Worldwide Term Loan, 3M SOFR + 4.75% (b)  $496,241   3M SOFR + 1.80%  7/13/2029  $499,358   $3,061 
Citibank, N.A.  Watlow Electric Manufacturing Co., 3M SOFR + 3.75%  $996,359   3M SOFR + 1.80%  3/2/2028  $1,000,214   $4,007 
Citibank, N.A.  WhiteWater DBR Holdco, LLC Term Loan B, 1M SOFR + 2.75%  $710,714   3M SOFR + 1.80%  3/3/2031  $716,368   $5,628 
Citibank, N.A.  WildBrain Ltd Initial Term Loan, 1M SOFR + 4.25%  $742,385   3M SOFR + 1.80%  3/24/2028  $722,071   $(20,404)
Citibank, N.A.  Worldpay 1L Term Loan, 1M SOFR + 3.00%  $271,364   3M SOFR + 1.80%  1/31/2031  $274,035   $2,641 
Citibank, N.A.  WW International, Inc., 1M SOFR + 3.50%  $1,171,997   3M SOFR + 1.80%  4/13/2028  $523,010   $(648,946)
Citibank, N.A.  Xperi Corporation Term Loan B , 1M SOFR + 3.50%  $689,283   3M SOFR + 1.80%  6/8/2028  $694,912   $3,366 
Citibank, N.A.  ZelisRedCard Term Loan B, 3M SOFR + 2.75%  $995,000   3M SOFR + 1.80%  9/28/2029  $1,001,110   $5,942 
                         
      $81,527,327         $79,905,343   $(1,834,199)

 

(a)The Fund’s interest in the total return swap transactions are held through a wholly-owned subsidiary of the Fund, RACR-FS, LLC, a Delaware limited liability company.

 

(b)Security is classified as Level 3 in the Fund’s fair value hierarchy (see Note 2).

13

 

CIM Real Assets & Credit Fund Consolidated Statement of Assets and Liabilities
  March 31, 2024 (Unaudited)
   
ASSETS     
Investments:     
Unaffiliated Investments at fair value (cost $278,150,561)  $257,447,196 
Affiliated Investments at fair value (cost $81,064,813)   79,814,018 
Cash   1,655,625 
Cash collateral for total return swaps   22,554,246 
Interest receivable   4,092,845 
Receivable for investments sold   150,106 
Receivable for Fund shares sold   537,584 
Unrealized appreciation on total return swap contracts   738,214 
Prepaid expenses and other assets   200,606 
TOTAL ASSETS  $367,190,440 
      
LIABILITIES     
Payable for securities purchased   5,477,249 
Line of credit payable (Note 7)   50,000,000 
Unrealized depreciation on total return swap contracts   2,572,413 
Due to Advisor   1,056,106 
Administrative fees payable (Note 8)   772,768 
Professional fees payable   299,745 
Interest expense payable   750,083 
Trustee fees payable (Note 8)   499,565 
Payable for Fund shares repurchased   26 
Transfer agency fees payable (Note 8)   53,667 
Custody fees payable   26,567 
Distribution fee payable (Note 8)   47,738 
Shareholder Servicing fees payable (Note 8)   24,799 
Accrued expenses and other liabilities   899,057 
TOTAL LIABILITIES   62,479,783 
COMMITMENTS AND CONTINGENCIES (Note 2)     
NET ASSETS  $304,710,657 
      
NET ASSETS CONSIST OF     
Paid-in capital  $319,461,616 
Accumulated deficit   (14,750,959)
NET ASSETS  $304,710,657 
      

See Notes to Consolidated Financial Statements.

14

 

CIM Real Assets & Credit Fund Consolidated Statement of Assets and Liabilities
  March 31, 2024 (Unaudited)
   
PRICING OF SHARES     
Class A     
Net Assets  $12,400,863 
Shares of beneficial interest outstanding (unlimited number of authorized shares, no par value common stock authorized)   522,829 
Net asset value  $23.72 
Maximum offering price per share (Maximum sales load of 5.75%)  $25.17 
Class C     
Net Assets  $12,760,774 
Shares of beneficial interest outstanding (unlimited number of authorized shares, no par value common stock authorized)   553,650 
Net asset value (a)  $23.05 
Maximum offering price per share  $23.05 
Class I     
Net Assets  $278,846,426 
Shares of beneficial interest outstanding (unlimited number of authorized shares, no par value common stock authorized)   11,647,139 
Net asset value  $23.94 
Maximum offering price per share  $23.94 
Class L     
Net Assets  $702,594 
Shares of beneficial interest outstanding (unlimited number of authorized shares, no par value common stock authorized)   29,930 
Net asset value  $23.47 
Maximum offering price per share (Maximum sales load of 4.25%)  $24.51 
      
(a)Subject to early-withdrawal charge. Redemption price varies based on length of time held (Note 2).

 

See Notes to Consolidated Financial Statements.

15

 

CIM Real Assets & Credit Fund Consolidated Statement of Operations
For the Six Months Ended March 31, 2024 (Unaudited)
   
INVESTMENT INCOME     
Interest income  $17,530,940 
Dividend income from unaffiliated investments   7,826 
Income from affiliated investments   1,480,849 
Total Investment Income   19,019,615 
      
EXPENSES     
Management fees (Note 8)   2,265,591 
Incentive Fees (Note 8)   2,033,434 
Shareholder Servicing fees (Note 8)     
 Class A   14,262 
 Class C   15,508 
 Class L   776 
Distribution fees (Note 8)     
 Class C   46,526 
 Class L   776 
Networking fees     
 Class I   211,324 
 Class A   4,426 
 Class C   3,780 
 Class L   246 
Interest expense (Note 7)   2,566,031 
Administrative fees (Note 8)   1,416,666 
Professional fees   667,507 
Transfer agency fees (Note 8)   103,510 
Trustees fees (Note 8)   146,380 
Printing fees   114,945 
Taxes   3,439 
Custody fees   58,592 
State Registration fees   39,513 
Insurance fees   11,478 
Other expenses   324,435 
Total Expenses   10,049,145 
Expenses reimbursed by Advisor (Note 8)   (1,975,692)
Net Expenses   8,073,453 
Net Investment Income   10,946,162 
Net realized gain on unaffiliated investments   1,063,226 
Net realized loss on total return swap contracts   (163,460)
Net change in unrealized depreciation on affiliated investments   (4,340,758)
Net change in unrealized depreciation on unaffiliated investments   (3,169,970)
Net change in unrealized appreciation on total return swap contracts   203,100 
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS   (6,407,862)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $4,538,300 

 

See Notes to Consolidated Financial Statements.

16

 

CIM Real Assets & Credit Fund Consolidated Statements of Changes in Net Assets
   
   For the Fiscal   For the Fiscal 
   Six Months Ended   Year Ended 
   March 31, 2024   September 30, 2023 
   (Unaudited)     
OPERATIONS          
Net investment income  $10,946,162   $18,604,379 
Net realized gain on investments and total return swap contracts   899,766    350,704 
Net change in unrealized appreciation (depreciation) on unaffiliated investments, affiliated investments and total return swap contracts   (7,307,628)   (20,045,946)
Net increase/(decrease) in net assets resulting from operations   4,538,300    (1,090,863)
           
DISTRIBUTIONS TO SHAREHOLDERS          
Class A          
From distributable earnings   (472,540)   (332,416)
From return of capital       (217,258)
Class C          
From distributable earnings   (515,085)   (439,865)
From return of capital       (302,280)
Class I          
From distributable earnings   (11,601,537)   (10,757,554)
From return of capital       (7,127,153)
Class L          
From distributable earnings   (25,631)   (21,890)
From return of capital       (14,933)
Net (decrease) in net assets from distributions to shareholders   (12,614,793)   (19,213,349)
           
BENEFICIAL INTEREST TRANSACTIONS          
Class A          
Shares sold   2,555,000    4,978,302 
Distribution reinvested   237,199    266,811 
Shares repurchased   (384,883)   (532,675)
Class C          
Shares sold   946,145    5,196,744 
Distribution reinvested   232,605    321,991 
Shares repurchased, net of redemption fees (Note 2)   (175,558)   (1,840,067)
Class I          
Shares sold   24,788,828    99,671,901 
Distribution reinvested   1,715,282    4,737,505 
Shares repurchased   (31,242,147)   (53,518,094)
Class L          
Shares sold   148,742    42,609 
Distribution reinvested   4,121    6,409 
Shares repurchased   (24,265)    
Net increase/(decrease) in net assets derived from beneficial interest transactions   (1,198,931)   59,331,436 
Net increase/(decrease) in net assets   (9,275,424)   39,027,224 
           
NET ASSETS          
Beginning of Year   313,986,081    274,958,857 
End of Period/Year  $304,710,657   $313,986,081 

 

See Notes to Consolidated Financial Statements.

17

 

CIM Real Assets & Credit Fund Consolidated Statements of Changes in Net Assets
   
   For the Fiscal   For the Fiscal 
   Six Months Ended   Year Ended 
   March 31, 2024   September 30, 2023 
   (Unaudited)     
Other Information          
Class A:          
Beginning shares   424,355    239,584 
Shares sold   106,396    195,366 
Distribution reinvested   9,949    10,535 
Shares repurchased   (17,871)   (21,130)
Net Increase in Shares Outstanding   98,474    184,771 
Ending shares   522,829    424,355 
Class C          
Beginning shares   518,546    372,331 
Shares sold   40,743    206,769 
Distribution reinvested   10,023    12,984 
Shares repurchased   (15,662)   (73,538)
Net Increase in Shares Outstanding   35,104    146,215 
Ending shares   553,650    518,546 
Class I:          
Beginning shares   11,824,907    9,848,041 
Shares sold   1,036,534    3,878,370 
Distribution reinvested   71,290    185,092 
Shares repurchased   (1,285,592)   (2,086,596)
Net Increase/(decrease) in Shares Outstanding   (177,768)   1,976,866 
Ending shares   11,647,139    11,824,907 
Class L:          
Beginning shares   24,478    22,504 
Shares sold   6,294    1,720 
Distribution reinvested   175    254 
Shares repurchased   (1,017)    
Net Increase in Shares Outstanding   5,452    1,974 
Ending shares   29,930    24,478 

 

See Notes to Consolidated Financial Statements.

18

 

CIM Real Assets & Credit Fund Consolidated Statement of Cash Flows
  For the Six Months Ended March 31, 2024 (Unaudited)
   
Cash Flows From Operating Activities     
Net increase in net assets resulting from operations  $4,538,300 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:     
Purchase of investments  $(48,117,207)
Proceeds from sales of investments  $37,213,019 
Net proceeds from short-term investments  $9,283,089 
Payment-in-kind Interest  $(101,083)
Net realized gain from investments  $(1,063,226)
Net realized loss on total return swap contracts  $163,460 
Net change in unrealized depreciation on investments  $3,169,970 
Net change in unrealized depreciation on affiliated investments  $4,340,758 
Net change in unrealized appreciation on total return swap contracts  $(203,100)
Accretion and amortization of discounts and premiums, net  $(399,750)
(Increase)/Decrease in Assets:     
Prepaid expenses and other assets  $(58,537)
Interest receivable  $(176,955)
Increase/(Decrease) in Liabilities:     
Due to Adviser  $528,788 
Professional fees payable  $(145,010)
Administration fees payable  $89,179 
Transfer agency fees payable  $(158,574)
Distribution fee payable  $27,763 
Shareholder servicing fee payable  $16,388 
Accrued expenses and other liabilities  $(191,122)
Interest expenses payable  $750,083 
Custody fees payable  $6,427 
Trustees’ fees payable  $146,380 
Net cash used in operating activities  $9,659,040 
      
Cash Flows from Financing Activities:     
Lines of Credit borrowings  $5,000,000 
Proceeds from Shares sold  $29,112,202 
Payment of Shares repurchased  $(31,827,097)
Cash distributions paid  $(10,425,586)
Net cash provided by financing activities  $(8,140,481)
      
Net Change in Cash and Cash Equivalents  $1,518,559 
      
Cash and Cash Equivalents, beginning of year  $22,691,312 
Cash and Cash Equivalents, end of period  $24,209,871 
      
Non-cash financing activities herein consist of reinvestment of distributions of:  $2,189,207 
Cash paid during the period for interest from bank borrowing:  $2,585,777 
      
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE BEGINNING OF YEAR TO THE STATEMENT OF ASSETS AND LIABILITIES     
Cash  $1,212,343 
Cash collateral for total return swaps  $21,478,969 
Total  $22,691,312 
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE END OF PERIOD TO THE STATEMENT OF ASSETS AND LIABILITIES     
Cash  $1,655,625 
Cash collateral for total return swaps  $22,554,246 
Total  $24,209,871 

 

See Notes to Consolidated Financial Statements.

19

 

CIM Real Assets & Credit Fund Consolidated Financial Highlights
  For a Share of Outstanding Throughout the Periods Presented
   
Class A                  For the Period 
                   May 5, 2020 
   For the   For the   For the   For the   (Commencement 
   Six Months Ended   Year Ended   Year Ended   Year Ended   of Operations) to 
   March 31, 2024   September 30, 2023   September 30, 2022   September 30, 2021   September 30, 2020 
   (unaudited)                 
Net asset value, beginning of period  $24.42   $26.11   $26.45   $25.16   $25.00 
                          
INCOME FROM INVESTMENT OPERATIONS                         
Net investment income (a)   0.84    1.53    1.20    0.91    0.20 
Net realized and unrealized gain/(loss)   (0.54)   (1.58)   0.02    1.91    0.46 
Total from investment operations   0.30    (0.05)   1.22    2.82    0.66 
                          
DISTRIBUTIONS                         
From net investment income   (1.00)   (0.99)   (0.78)   (0.99)   (0.50)
From net realized gain on investments               (0.36)    
Return of Capital       (0.65)   (0.78)   (0.18)    
Total distributions   (1.00)   (1.64)   (1.56)   (1.53)   (0.50)
                          
Net increase/(decrease) in net asset value   (0.70)   (1.69)   (0.34)   1.29    0.16 
Net asset value, end of period  $23.72   $24.42   $26.11   $26.45   $25.16 
TOTAL RETURN (b)   1.23(h)   (0.26)% (h)   4.78%   11.60%   2.67%
                          
RATIOS/SUPPLEMENTAL DATA                         
Net assets, end of period (000s)  $12,401   $10,364   $6,256   $1,127   $101 
                          
Ratios to Average Net Assets                         
Ratio of expenses to average net assets excluding fee waivers and reimbursements   6.80(d,e)   6.23(d)   3.76%   9.94%   45.26(c)
Ratio of expenses to average net assets including fee waivers and reimbursements   5.55(d,e)   4.94(d)   2.50%   1.74%(f)   1.00(e)(f)
Ratio of net investment income to average net assets including fee waivers and reimbursements   7.03(e)   6.01%   4.60%   3.53%   1.94(e)
Portfolio Turnover Rate   9(g)   9%   11%   122%   1(g)
                          
(a)Calculated using the average shares method.

 

(b)Total returns have not been annualized and do not reflect the impact of sales load. Total returns would have been lower had certain expenses not been waived or reimbursed during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

 

(c)These ratios to average net assets have been annualized except for the non-recurring offering and organizational expenses which have not been annualized.

 

(d)The ratio includes the incentive fee incurred during the period ended March 31, 2024 and the year ended September 30, 2023.

 

(e)Annualized.

 

(f)The Adviser waived the management fees from commencement of operations May 5, 2020 to June 30, 2021. Without this waiver the net expense ratio would have been 2.50%.

 

(g)Not annualized.

 

(h)Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

 

See Notes to Consolidated Financial Statements.

20

 

CIM Real Assets & Credit Fund Consolidated Financial Highlights
  For a Share of Outstanding Throughout the Periods Presented
   
Class C                  For the Period 
                   May 5, 2020 
   For the   For the   For the   For the   (Commencement 
   Six Months Ended   Year Ended   Year Ended   Year Ended   of Operations) to 
   March 31, 2024   September 30, 2023   September 30, 2022   September 30, 2021   September 30, 2020 
   (unaudited)                 
Net asset value, beginning of period  $23.73   $25.63   $26.16   $25.08   $25.00 
                          
INCOME FROM INVESTMENT OPERATIONS                         
Net investment income (a)   0.73    1.31    0.90    0.70    0.22 
Net realized and unrealized gain/(loss)   (0.44)   (1.61)   0.11    1.90    0.36 
Total from investment operations   0.29    (0.30)   1.01    2.60    0.58 
                          
DISTRIBUTIONS                         
From net investment income   (0.97)   (0.95)   (0.77)   (0.98)   (0.50)
From net realized gain on investments               (0.36)    
Return of Capital       (0.65)   (0.77)   (0.18)    
Total distributions   (0.97)   (1.60)   (1.54)   (1.52)   (0.50)
                          
Net increase/(decrease) in net asset value   (0.68)   (1.90)   (0.53)   1.08    0.08 
Net asset value, end of period  $23.05   $23.73   $25.63   $26.16   $25.08 
TOTAL RETURN (b)   1.24(h)   (1.26)% (h)   4.05%   10.73%   2.35%
                          
RATIOS/SUPPLEMENTAL DATA                         
Net assets, end of period (000s)  $12,761   $12,303   $9,543   $5,972   $572 
                          
Ratios to Average Net Assets                         
Ratio of expenses to average net assets excluding fee waivers and reimbursements   7.53(d,e)   6.94(d)   4.57%   11.49%   44.33(c)
Ratio of expenses to average net assets including fee waivers and reimbursements   6.31(d,e)   5.66(d)   3.25%   2.48(f)   1.75(e)(f)
Ratio of net investment income to average net assets including fee waivers and reimbursements   6.30(e)   5.25%   3.50%   2.73%   2.20(e)
Portfolio Turnover Rate   9(g)   9%   11%   122%   1(g)
                          
(a)Calculated using the average shares method.

 

(b)Total returns have not been annualized. Total returns would have been lower had certain expenses not been waived or reimbursed during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

 

(c)These ratios to average net assets have been annualized except for the non-recurring offering and organizational expenses which have not been annualized.

 

(d)The ratio includes the incentive fee incurred during the period ended March 31, 2024 and the year ended September 30, 2023.

 

(e)Annualized.

 

(f)The Adviser waived the management fees from commencement of operations May 5, 2020 to June 30, 2021. Without this waiver the net expense ratio would have been 2.50%.

 

(g)Not annualized.

 

(h)Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

 

See Notes to Consolidated Financial Statements.

21

 

CIM Real Assets & Credit Fund Consolidated Financial Highlights
  For a Share of Outstanding Throughout the Periods Presented
   
Class I                  For the Period 
                   May 5, 2020 
   For the   For the   For the   For the   (Commencement 
   Six Months Ended   Year Ended   Year Ended   Year Ended   of Operations) to 
   March 31, 2024   September 30, 2023   September 30, 2022   September 30, 2021   September 30, 2020 
   (unaudited)                 
Net asset value, beginning of period  $24.59   $26.26   $26.54   $25.18   $25.00 
                          
INCOME FROM INVESTMENT OPERATIONS                         
Net investment income (a)   0.88    1.60    1.21    0.99    0.23 
Net realized and unrealized gain/(loss)   (0.52)   (1.62)   0.08    1.90    0.45 
Total from investment operations   0.36    (0.02)   1.29    2.89    0.68 
                          
DISTRIBUTIONS                         
From net investment income   (1.01)   (1.00)   (0.78)   (0.99)   (0.50)
From net realized gain on investments               (0.36)    
Return of Capital       (0.65)   (0.79)   (0.18)    
Total distributions   (1.01)   (1.65)   (1.57)   (1.53)   (0.50)
                          
Net increase/(decrease) in net asset value   (0.65)   (1.67)   (0.28)   1.36    0.18 
Net asset value, end of period  $23.94   $24.59   $26.26   $26.54   $25.18 
TOTAL RETURN (b)   1.51(h)   (0.15)% (h)   5.04%   11.88%   2.75%
                          
RATIOS/SUPPLEMENTAL DATA                         
Net assets, end of period (000s)  $278,846   $290,728   $258,576   $81,221   $6,259 
                          
Ratios to Average Net Assets                         
Ratio of expenses to average net assets excluding fee waivers and reimbursements   6.62(d,e)   5.97(d)   3.60%   9.98%   44.53(c)
Ratio of expenses to average net assets including fee waivers and reimbursements   5.30(d,e)   4.62(d)   2.25%   1.48(f)   0.75(e)(f)
Ratio of net investment income to average net assets including fee waivers and reimbursements   7.32(e)   6.24%   4.60%   3.86%   2.29(e)
Portfolio Turnover Rate   9(g)   9%   11%   122%   1(g)
                          
(a)Calculated using the average shares method.

 

(b)Total returns have not been annualized. Total returns would have been lower had certain expenses not been waived or reimbursed during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

 

(c)These ratios to average net assets have been annualized except for the non-recurring offering and organizational expenses which have not been annualized.

 

(d)The ratio includes the incentive fee incurred during the period ended March 31, 2024 and the year ended September 30, 2023.

 

(e)Annualized.

 

(f)The Adviser waived the management fees from commencement of operations May 5, 2020 to June 30, 2021. Without this waiver the net expense ratio would have been 2.50%.

 

(g)Not annualized.

 

(h)Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

 

See Notes to Consolidated Financial Statements.

22

 

CIM Real Assets & Credit Fund Consolidated Financial Highlights
  For a Share of Outstanding Throughout the Periods Presented
   
Class L                  For the Period 
                   May 5, 2020 
   For the   For the   For the   For the   (Commencement 
   Six Months Ended   Year Ended   Year Ended   Year Ended   of Operations) to 
   March 31, 2024   September 30, 2023   September 30, 2022   September 30, 2021   September 30, 2020 
   (unaudited)                 
Net asset value, beginning of period  $24.14   $25.93   $26.35   $25.13   $25.00 
                          
INCOME FROM INVESTMENT OPERATIONS                         
Net investment income (a)   0.80    1.45    1.06    0.95    0.17 
Net realized and unrealized gain/(loss)   (0.48)   (1.61)   0.08    1.79    0.46 
Total from investment operations   0.32    (0.16)   1.14    2.74    0.63 
                          
DISTRIBUTIONS                         
From net investment income   (0.99)   (0.98)   (0.78)   (0.98)   (0.50)
From net realized gain on investments               (0.36)    
Return of Capital       (0.65)   (0.78)   (0.18)    
Total distributions   (0.99)   (1.63)   (1.56)   (1.52)   (0.50)
                          
Net increase/(decrease) in net asset value   (0.67)   (1.79)   (0.42)   1.22    0.13 
Net asset value, end of period  $23.47   $24.14   $25.93   $26.35   $25.13 
TOTAL RETURN (b)   1.37(h)   (0.71)% (h)   4.51%   11.31%   2.55%
                          
RATIOS/SUPPLEMENTAL DATA                         
Net assets, end of period (000s)  $703   $591   $584   $105   $101 
                          
Ratios to Average Net Assets                         
Ratio of expenses to average net assets excluding fee waivers and reimbursements   7.07(d,e)   6.22(d)   4.08%   17.63%   45.51(c)
Ratio of expenses to average net assets including fee waivers and reimbursements   5.80(d,e)   5.10(d)   2.75%   1.59(f)   1.25(e)(f)
Ratio of net investment income to average net assets including fee waivers and reimbursements   6.78(e)   5.75%   4.10%   3.73%   1.68(e)
Portfolio Turnover Rate   9(g)   9%   11%   122%   1(g)
                          
(a)Calculated using the average shares method.

 

(b)Total returns have not been annualized and do not reflect the impact of sales load. Total returns would have been lower had certain expenses not been waived or reimbursed during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

 

(c)These ratios to average net assets have been annualized except for the non-recurring offering and organizational expenses which have not been annualized.

 

(d)The ratio includes the incentive fee incurred during the period ended March 31, 2024 and the year ended September 30, 2023.

 

(e)Annualized.

 

(f)The Adviser waived the management fees from commencement of operations May 5, 2020 to June 30, 2021. Without this waiver the net expense ratio would have been 2.50%.

 

(g)Not annualized.

 

(h)Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

 

See Notes to Consolidated Financial Statements.

23

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

NOTE 1 – Organization and Registration

 

CIM Real Assets & Credit Fund (the “Fund”), a Delaware statutory trust, is a non-diversified, closed-end management investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund engages in a continuous offering of shares and operates as an interval fund that offers to make quarterly repurchases of shares at net asset value (“NAV”). The Fund’s investment objective is to generate current income through cash distributions and preserve shareholders’ capital across various market cycles, with a secondary objective of capital appreciation.

 

The Fund’s investment adviser is CIM Capital IC Management, LLC, a Delaware limited liability company (the “Adviser”) that is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is primarily responsible for determining the amount of the Fund’s total assets that are allocated to each of the Fund’s sub-advisers and will review such allocation percentage on an ongoing basis and adjust the allocation percentage as necessary to best achieve the Fund’s investment objective.

 

The Adviser has engaged CIM Capital SA Management, LLC, a Delaware limited liability company (the “CIM Sub-Adviser”) that is registered as an investment adviser with the SEC under the Advisers Act, to act as an investment sub-adviser to the Fund. The CIM Sub-Adviser is an indirectly wholly- owned subsidiary of CIM Group Management, LLC and is an affiliate of the Adviser. The CIM Sub-Adviser is responsible for identifying and sourcing investment opportunities with respect to real assets held by the Fund. The Fund defines “real assets” as assets issued by issuers where the underlying interests are investments in real estate or infrastructure (“Real Assets”).The Fund’s investments in Real Assets will consist of (1) direct real estate that is held through one or more wholly-owned subsidiaries, (2) public real estate investment trusts (“REITs”) (including publicly- traded REITs and publicly registered and non-listed REITs) and private REITs, (3) real estate mortgages, (4) commercial mortgage-backed securities (“CMBS”) and (5) infrastructure assets. The Fund’s investments in Real Assets will generally consist of Real Assets in qualified communities throughout the United States (“Qualified Communities”). In addition to its Real Assets located in the United States, the Fund invests in Real Assets located in foreign countries (including real estate debt or mortgages backed by real estate in foreign countries) . The Fund will limit its foreign Real Assets investments to Real Assets located in Canada, and countries in Western Europe, Central America or South America and may invest in emerging markets countries located in those regions. The Fund will limit its foreign investments to 10% of its total assets. There is no minimum allocation to foreign investments and, at times, the Fund may hold only U.S. investments. The Fund has formed a wholly-owned subsidiary that has elected to be taxed as a REIT (the “REIT Subsidiary”). Certain of the Fund’s Real Assets are held through the REIT Subsidiary.

 

The Adviser has also engaged OFS Capital Management, LLC, a Delaware limited liability company (the “OFS Sub-Adviser”, and, together with the CIM Sub-Adviser, the “Sub-Advisers”) that is registered as an investment adviser with the SEC under the Advisers Act, to act as an investment sub- adviser to the Fund. The OFS Sub-Adviser is a wholly-owned subsidiary of Orchard First Source Asset Management, LLC, and is an affiliate of the Adviser. The OFS Sub-Adviser is responsible for identifying and sourcing credit and credit-related investment opportunities as well as investments in CMBS. The Fund defines “Credit and Credit- Related Investments” as debt securities, such as bonds and loans, and securities that have risk profiles consistent with fixed-income securities such as preferred stock and subordinated debt. The Fund intends for its Credit and Credit-Related Investments to consist of (1) investments in floating and fixed rate loans; (2) broadly syndicated senior secured corporate loans; (3) investments in the debt and equity tranches of collateralized loan obligations (“CLOs”); and (4) opportunistic credit investments, by which the Fund means stressed and distressed credit situations, restructurings and non-performing loans.

 

The Fund was organized as a statutory trust on February 4, 2019 under the laws of the State of Delaware. The Fund had no operations from that date through May 4, 2020 other than those relating to organizational matters and the registration of its shares under applicable securities laws.

 

On May 5, 2020, the Fund commenced a continuous public offering of Class I Common Shares (the “Class I Shares”), Class A Common Shares (the “Class A Shares”), Class C Common Shares (the “Class C Shares”) and Class L Common Shares (the “Class L Shares”) . The Fund has received exemptive relief from the SEC to permit the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early withdrawal charges.1 The Adviser and its affiliates own shares in the Fund representing 2.8% of the NAV as of March 31, 2024.

 

Class C Shares and Class I Shares are offered on a continuous basis at NAV. Class C Shares are subject to a 1.00% early withdrawal charge. Class A Shares are offered at NAV plus a maximum sales load of 5.75% of the offering price. Class L Shares are offered at NAV plus a maximum sales load of 4.25% of the offering price. Each class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures, ongoing service and distribution charges and early withdrawal charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans, and other matters that exclusively affect such class, and separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. The Fund’s income, expenses (other than class- specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class. Class specific expenses, where applicable, include distribution fees, shareholder servicing fees and networking fees.

 

1(CIM Real Assets & Credit Fund, et al. (File No. 812-15001, Release No. IC-33659 (Oct. 22, 2019) (order), Release No. IC-33630 (Sep. 23, 2019) (notice))

24

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

NOTE 2 – Significant Accounting Policies  

 

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946 - Investment Companies. The consolidated financial statements include the accounts of the Fund and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of the financial statements in accordance with U.S. 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. Actual results could differ from these estimates.

 

Portfolio Valuation

 

The Fund determines the NAV per each class of 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 (normally, 4:00 pm eastern time). The Fund calculates NAV per Common Share on a class-specific basis, by dividing the total value of the Fund’s assets attributable to the applicable class by the total number of Common Shares of such class outstanding. The Fund’s assets are determined by subtracting any liabilities (including borrowings for investment purposes) from the total value of its portfolio investments and other assets.

 

Pursuant to Rule 2a-5 (“Rule 2a-5”) of the 1940 Act, the Board of Trustees (the “Board’) of the Fund has designated the Adviser as the “valuation designee” under Rule 2a-5, meaning that the Adviser values the Fund’s assets in good faith pursuant to valuation policies and procedures that were approved by the Board.

 

In accordance with ASC Topic 820 – Fair Value Measurement and Disclosures, and consistent with the valuation policy and procedures 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 Adviser, in accordance with Rule 2a-5, has adopted policies and procedures for determining the fair value of such securities and other assets.

 

Fair Value Measurements

 

In accordance with ASC Topic 820 – Fair Value Measurements and Disclosures, a three-tier fair value hierarchy has been established to classify fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

 

Various inputs are used in determining the fair value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2 – Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).

 

Level 3 – Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Fund’s assumptions about the pricing of an asset or liability.

25

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

The following is a summary of the values of the Fund’s investments based upon the hierarchy described above as of March 31, 2024:

 

   Level 1 -   Level 2 -   Level 3 -     
   Unadjusted   Other Significant   Significant     
Investments in Securities at Value  Quoted Prices   Observable Inputs   Unobservable Inputs   Total 
Common Stock  $1,654,345   $   $8,381,980   $10,036,325 
Bank Loans           55,407,636    55,407,636 
Collateralized Loan Obligations - Debt       72,637,899        72,637,899 
Collateralized Loan Obligations - Equity           22,870,999    22,870,999 
Commercial Mortgaged-Backed Securities       59,439,280    3,347,692    62,786,972 
Direct Real Estate           76,168,706    76,168,706 
Real Estate Related Loans and Securities           28,840,702    28,840,702 
Warrants           24,394    24,394 
Short Term Investments   8,487,581            8,487,581 
   $10,141,926   $132,077,179   $195,042,109   $337,261,214 
                     
Other Financial Instruments                    
Assets                    
Total Return Swap Contracts  $   $708,519   $29,695   $738,214 
Liabilities                    
Total Return Swap Contracts  $   $(2,251,476)  $(320,937)  $(2,572,413)
Total  $   $(1,542,957)  $(291,242)  $(1,834,199)

 

Transfers pertain primarily to the Fund’s bank loans that are classified as Level 2 or Level 3 depending on the number of market quotations or indicative prices from pricing services that are available, and whether the depth of the market is sufficient to transact those prices in amounts approximating the Fund’s investment position at the measurement date. To the extent a particular bank loan was previously classified at Level 2 but currently there is insufficient trading activities for such (or similar) bank loan to obtain market quotations or indicative prices from pricing services that are available during the relevant valuation period, such bank loan would be transferred to Level 3. Conversely, to the extent a particular bank loan was previously classified at Level 3 but currently there is sufficient trading activities for such (or similar) bank loan to obtain market quotations or indicative prices from pricing services that are available during the relevant valuation period, such bank loan would be transferred to Level 2.

 

The changes of the fair value of investments for which the Fund has used Level 3 inputs to determine the fair value are as follows:

 

   Balances           Change in           Transfer           Balances 
   as of   Accrued   Realized   Unrealized   Purchases/       between   Transfer   Transfer   as of 
   September   Discount/   Gain/   Appreciation/   Capitalized   Sales/   Investment   into   Out of   March 
Asset Type  30, 2023   Premium   (Loss)   Depreciation   Interest   Paydowns   Type (1)   Level 3   Level 3   31, 2024 
Common Stock  $6,789,080   $   $   $1,158,315   $8,984   $156   $425,757   $   $   $8,381,980 
Bank Loans   61,731,026    153,918    215,166    (814,459)   2,631,343    8,083,601    (425,757)           55,407,636 
Collateralized                                                  
Loan Obligations - Equity   20,505,628    (417,354) (2)       (717,238)   3,499,963                    22,870,999 
Commercial Mortgaged-Backed Securities   3,097,373    34,121    (873)   158,869    62,300    4,098                3,347,692 
Direct Real Estate   64,344,433            (7,479,070)   19,303,343                    76,168,706 
Loan Accumulation   1,623,750        191,678        6,500,000    8,315,428                 
Real Estate Related Loans and Securities   24,057,756    (8,636)   321    (98,739)   5,170,000    280,000                28,840,702 
Warrants   6,970            17,424                        24,394 
   $182,156,016   $(237,951)  $406,292   $(7,774,898)  $37,175,933   $16,683,283   $   $   $   $195,042,109 

 

(1)Reflects the partial equitization of one of the Fund’s bank loans into shares of common equity and a preferred equity security.

 

(2)Amount includes $2,233,750 of interest income accretion, offset by $2,651,104 of distributions from the Fund’s CLO Equity investments .

26

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

The table below provides additional information about the Level 3 Fair Value Measurements as of March 31, 2024:

 

             Range   
Asset Class  Fair Value   Valuation Technique  Unobservable Inputs  Minimum  Maximum  Weighted Average
Direct Real Estate  $76,168,706   Income Approach  Discount Rate  6.87%  7.75%  7.22%
           Terminal Capitalization Rate  5.50%  6.50%  5.87%
Real Estate Related Loans and Securities   28,840,702   Discounted Cash Flows  Discount Rate  1.90%  15.51%  8.60%
Commercial Mortgage-Backed Securities   3,347,692   Discounted Cash Flows  Discount Rate  9.13%  11.45%  10.99%
Collateralized Loan Obligations - Equity (1)   22,870,999   Discounted Cash Flows  Discount Rate  14.00%  65.00%  25.23%
Bank Loans   45,940,804   Discounted Cash Flows  Discount Rate  10.32%  30.76%  13.42%
Bank Loans   9,466,832   Third Party Pricing Service  Broker Quote     
Common Stock   8,381,980   Multiple Analysis  EBITDA Multiple  6.57%  10.68%  8.16%
        Market Approach  Transaction Price  154.73  392.77  274.00
Warrants   24,394   Black-Scholes  Volatility  1.63%  2.96%  2.30%
Total  $195,042,109                

 

(1)Includes a $3.4 million investment held at cost as of March 31, 2024

 

The following is a reconciliation for the six months ended March 31, 2024, of the total return swap contracts for which significant unobservable inputs (Level 3) were used in determining fair value:

 

   Total Return Swap Contracts 
Balance as of September 30, 2023  $(309,587)
Change in Unrealized Appreciation/Depreciation   101,695 
Purchased Unrealized Appreciation/Depreciation   5,340 
Sold Unrealized Appreciation/Depreciation   (11,902)
Transfers In of Unrealized Appreciation/Depreciation   (210,254)
Transfers Out of Unrealized Appreciation/Depreciation   133,466 
Ending Balance as of March 31, 2024  $(291,242)
Net Change In Unrealized Appreciation/Depreciation attributable to Level 3     
investments held at March 31, 2024  $(103,219)

 

Cash

 

The Fund places its cash with two banking institutions, which are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC limit is $250,000. At various times throughout the six months ended March 31, 2024, the amount on deposit exceeded the FDIC limit and subjected the Fund to credit risk. The Fund does not believe that such deposits are subject to any unusual risk associated with investment activities; however, If a depository institution fails to return these deposits or is otherwise subject to adverse conditions in the financial or credit markets, our access to such deposits could be limited, which could in turn adversely impact our short-term liquidity and our ability to meet our operating expenses or working capital needs.

 

Commitments and Contingencies

 

In the normal course of business, the Fund’s investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the Fund’s custodian. These activities may expose the Fund to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Fund enters into contracts that contain a variety of representations and warranties and indemnification provisions and may engage from time to time in various legal actions. The maximum exposure of the Fund under these arrangements and activities is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of material loss to be remote.

 

Income Tax

 

For U.S. federal income tax purposes, the Fund has elected to qualify as a regulated investment company under the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), by distributing substantially all of its investment company taxable net income and realized gains, not offset by capital loss carryforwards, if any, to its shareholders. The Fund intends to file U.S. federal, state, and local tax returns as required.

 

On March 30, 2022, the Fund formed a REIT subsidiary (the “REIT Subsidiary”) to hold certain of the Fund’s real estate investments. The REIT Subsidiary qualified and elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Code, commencing with its taxable year ending December 31, 2022. If the REIT Subsidiary continues to qualify for taxation as a REIT, the REIT Subsidiary will generally not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it, among other things, distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even though the REIT Subsidiary qualified for taxation as a REIT, and even if the REIT Subsidiary continues to qualify as a REIT, it may be subject to certain state and local taxes on its income and property,

27

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

and federal income and excise taxes on its undistributed income. The financial statements contained herein include the accounts of the Fund, the REIT Subsidiary and all other subsidiaries of the Fund.

 

Investment Transactions and Investment Income

 

Investment security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Gains and losses on securities sold are determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event. Dividend income for public securities is recorded on the ex-dividend date. Dividend income received from the Fund’s direct real estate investments is recorded when distributions are declared by vehicles into which the Fund has invested. During the six months ended March 31, 2024, the Fund did not receive any dividend income related to its direct real estate investments.

 

Unfunded Commitments

 

The Fund has participated in transactions that involve unfunded commitments, which may obligate the Fund to advance additional amounts. As of March 31, 2024, the Fund had $4,977,249 in unfunded commitments, which represents 1.6% of the net assets as of March 31, 2024.

 

Distributions to Shareholders

 

The Fund intends to distribute substantially all of its net investment income to shareholders in the form of dividends. The Fund has and expects to continue to declare dividends quarterly and pay them out to shareholders monthly. Distributions from net realized capital gains, if any, are expected to be declared and paid annually and are recorded on the applicable ex-dividend date. The character of income and gains to be distributed is determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

 

Early Withdrawal Charge

 

Selling brokers, or other financial intermediaries that have entered into selling agreements with Northern Lights Distributors, LLC (“Ultimus Northern Lights”), the Fund’s distributor, may receive a commission of up to 1.0% of the purchase price of Class C Shares. Class C Shares will be subject to an early withdrawal charge of 1.0% of the shareholder’s repurchase proceeds in the event that a shareholder tenders his or her Class C Shares for repurchase such that they will have been held less than 365 days after purchase, as of the time of repurchase. The Distributor may waive the imposition of the early withdrawal charge in the following situations: (1) shareholder death or (2) shareholder bankruptcy. The early withdrawal charge may also be waived in connection with a number of additional circumstances, including repurchases representing returns of excess contributions to employer-sponsored benefit plans. Any such waiver does not imply that the early withdrawal charge will be waived at any time in the future or that such early withdrawal charge will be waived for any other shareholder. For any waiver request, notification must be made in conjunction with the repurchase request. If no such notification is received, the Fund reserves the right to reject the request for a waiver.

 

NOTE 3 – Derivative Transactions

 

The Fund’s investment objective allows it to enter into various types of derivative contracts such as total return swaps and forward foreign currency contracts. In doing so, the Fund and RACR-FS, LLC (its “Swap Subsidiary”) will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity or debt securities; they require little or no initial cash investment, they can focus exposure only on certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objective more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.

 

Risk of Investing in Derivatives – The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market.

 

Derivatives may have little or no initial cash investment relative to their fair value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its fair value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.

 

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per their investment objectives, but are the additional risks from investing in derivatives.

 

Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.

 

Total Return Swap Contract – The Swap Subsidiary has entered into a total return swap referencing a portfolio of bank loans with Citibank, N.A. (“Citi”) as the counterparty. The total return swap allows the Fund to indirectly obtain exposure to a portfolio of bank loans (each a “Reference Asset”) without owning or taking physical custody of such bank loans. Under the total return swap, Citi has contractually committed to make payments based on the total return (income plus realized appreciation) of each Reference Asset in exchange for a periodic payment from the Swap

28

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

Subsidiary based on a floating interest rate and any realized depreciation of each Reference Asset. Additionally, the Swap Subsidiary posts collateral to cover its potential contractual obligations to Citi under the total return swap. The total return swap is marked-to-market daily consistent with the Fund’s Valuation Policy and changes in value are recorded by the Fund as unrealized gain or loss in the consolidated financial statements. If a Reference Asset is removed from the total return swap, the Fund records a realized gain or loss in the Consolidated Statement of Operations equal to the difference between the price of such Reference Asset from the date it was added to the total return swap and the price of the Reference Asset at the time it was removed from the total return swap. As of March 31, 2024, the total return swap had unrealized loss of $1,834,199.

 

The total return swap effectively adds leverage to the Fund’s portfolio because, in addition to the Fund’s total net assets, the Fund would be subject to investment exposure on the amount of bank loans subject to the total return swap. The total return swap is also subject to the risk that a counterparty will default on its payment obligations thereunder or that the Fund will not be able to meet its obligations to the counterparty. In addition, because the total return swap is a form of synthetic leverage, such arrangement is subject to risks similar to those associated with the use of leverage.

 

Fair values of total return swap contracts on the Consolidated Statement of Assets and Liabilities as of March 31, 2024, categorized by risk exposure:

 

   Consolidated Statement of      Consolidated Statement of    
   Assets and Liabilities      Assets and Liabilities    
Risk Exposure  Location  Fair Value   Location  Fair Value 
Market and Credit Risk (Total Return Swap Contracts)  Unrealized appreciation on total return swap contracts  $738,214   Unrealized depreciation on total return swap contracts  $(2,572,413)
Total     $738,214      $(2,572,413)

 

For the six months ended March 31, 2024, the average monthly notional value of total return swap contracts was $85,338,497. The effect of total return swap contracts on the Consolidated Statement of Operations for the six months ended March 31, 2024:

 

Risk Exposure  Consolidated Statement of
Operations Location
  Realized Gain/(Loss) on Derivatives   Change in Unrealized
Appreciation/(Depreciation) on
Derivatives
 
Market and Credit Risk (Total Return Swap Contracts)  Net realized gain/(loss) on total return swaps / Net change in unrealized appreciation/(depreciation) on total return swaps  $(163,460)  $203,100 
Total     $(163,460)  $203,100 

 

In the normal course of business, the Fund uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. During the six months ended March 31, 2024, one of the Fund’s interest rate cap agreements matured. As of March 31, 2024, the Fund had one non-designated interest rate cap agreement in connection with one direct real estate investment with a fair asset value of $349,048.

 

NOTE 4 – Direct Real Estate Investments

 

During the six months ended March 31, 2024, the Fund held a 50.0% membership interest in a joint venture (the “1902 Park Ave Joint Venture”) with an affiliate (“1902 Park Ave Joint Venture Partner”). The 1902 Park Ave Joint Venture owns a residential property for seniors in Los Angeles, California. As of March 31, 2024, the Fund’s amortized cost basis in the property was $7,028,834, net of the Fund’s share of an affiliated mortgage note with a fair value of $4,677,372 and the value of the Fund’s investment in the 1902 Park Ave Joint Venture was $6,739,209. An unrealized loss of $506,269 was recognized in the statement of operations during the six months ended March 31, 2024.

 

During the six months ended March 31, 2024, the Fund held an 11.01% membership interest in a joint venture (the “Dallas Joint Venture”) with affiliates and an unrelated third party (“Unrelated Third Party Joint Venture Partner”). The Dallas Joint Venture owns an office property in Dallas, Texas. The Fund’s amortized cost basis in the property was $13,671,116, net of the Fund’s share of an affiliated mortgage note with a fair value of $15,049,127 and the value of the Fund’s investment in the Dallas Joint Venture was $15,137,379. An unrealized loss of $1,237,330 was recognized in the statement of operations during the six months ended March 31, 2024.

29

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

During the six months ended March 31, 2024, the Fund held an 8.0% membership interest in a joint venture (the “Washington Joint Venture”) with an affiliate. The Washington Joint Venture owns a multi-family residential property in Washington D.C.’s metropolitan area. As of March 31, 2024, the Fund’s amortized cost basis in the property held by the Washington Joint Venture was $5,151,761, net of the Fund’s share of a an affiliate mortgage note with a fair value of $5,185,122 and the value of the Fund’s investment in the Washington Joint Venture was $4,742,969. An unrealized loss of $232,174 was recognized in the statement of operations during the six months ended March 31, 2024.

 

During the six months ended March 31, 2024, the Fund held a 17.91% membership interest in a joint venture (the “Del Mar Joint Venture”) with affiliates. The Del Mar Joint Venture owns a multi-family residential property in Phoenix, Arizona. As of March 31, 2024, the Fund’s amortized cost basis in the property was $19,648,423, net of the Fund’s share of an affiliated mortgage note with a fair value of $29,757,278 and the value of the Fund’s investment in the Del Mar Joint Venture was $14,806,234. An unrealized loss of $4,019,377 was recognized in the statement of operations during the six months ended March 31, 2024.

 

The following table summarizes our wholly owned real estate investments during the six months ended March 31, 2024:

 

Property Name  Property Type  Property
Location
  Acquisition Date  Fair Value as of
October 1, 2023
   Purchases   Fair Value as of
March 31, 2024
   Unrealized
Appreciation/
(Depreciation)
 
Sora  Multi-Family  Los Angeles  December 2021  $9,463,484   $13,868,920   $23,113,258   $(219,146)
4901 W Jefferson Blvd  Commercial  Los Angeles  June 2022  $4,222,470   $550,000   $4,945,499   $173,029 
4707 W Jefferson Blvd  Development  Los Angeles  June 2022  $3,063,409   $150,000   $2,605,118   $(608,291)
3816-3822 W Jefferson Blvd  Commercial  Los Angeles  August 2022  $4,908,552   $   $4,079,040   $(829,512)

 

NOTE 5 – Investment Transactions

 

Investment transactions for the six months ended March 31, 2024 were as follows:

 

   Purchases of Investments   Sales of Investments 
   $41,414,512   $30,319,982 

 

NOTE 6 – Affiliated Investments

 

The following table shows the list of affiliated investments (as defined under the 1940 Act) made by the Fund during the six months ended March 31, 2024 and related positions as of March 31, 2024.

 

Name  Ownership   Fair Value as of
October 1, 2023
   Purchases   Sales/
Paydown
   Fair Value as
of March 31,
2024
  

Shares
Balance as
of March 31,
2024

   Income  

Change in
Unrealized
Appreciation/
(Depreciation)

 
Creative Media & Community Trust   2%  $1,572,793   $   $   $1,654,345    388,344   $66,018   $81,552 
1902 Park Avenue (Los Angeles) Owner, L.P.   50%   7,144,478    101,000        6,739,209    N/A        (506,269)
Del Mar Terrace Phoenix, AZ   18%   14,202,188    4,623,423        14,806,234    N/A        (4,019,377)
EPIC Dallas   11%   16,374,709            15,137,379    N/A        (1,237,330)
Society Las Olas – 301 SW 1st Avenue Holdings LLC   7%   5,226,752        80,000    5,110,768    N/A    318,479    (35,984)
Society Las Olas PMG Greybook Riverfront I LLC   7%   10,371,004        200,000    10,099,934    N/A    352,270    (62,755)
Vale at the Parks DC   8%   4,965,143    10,000        4,742,969    N/A        (232,174)
IENTC 1, LLC   21%   6,212,460    8,985    156    7,893,180    N/A        1,671,579 
IENTC 2, LLC   24%   1,645,000            1,645,000    N/A    125,445     
IENTC 2, LLC DDTL B-1   24%   6,815,000    1,410,000        8,225,000    N/A    531,999     
IENTC 2, LLC 2023 DDTL B-1   24%       1,645,000         1,645,000    N/A    9,052     
IENTC 2, LLC 2023   24%       2,115,000        2,115,000    N/A    77,586     
        $74,529,527   $9,913,408   $280,156   $79,814,018    388,344   $1,480,849   $(4,340,758)

30

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

Other than as described above, we do not “control” and are not an “affiliate” of any of our portfolio investments, each as defined in the 1940 Act. In general, under the 1940 Act, we would be presumed to “control” a portfolio investment if we owned 25% or more of its voting securities and would be an “affiliate” of a portfolio investment if we owned 5% or more of its voting securities.

 

NOTE 7 – Leverage

 

As of March 31, 2024, the Fund has an unsecured credit facility with a bank in place under which the Fund can borrow up to $70 million, subject to a borrowing base calculation. Subject to the satisfaction of certain conditions and the borrowing base calculation, the Fund can increase the amount that it may borrow under the unsecured credit facility to $100 million. Outstanding advances under the unsecured credit facility bear interest at the rate of SOFR plus 4.00%. The Fund also pays a quarterly facility fee of 0.125% of the commitment under the unsecured credit facility. The unsecured credit facility contains certain customary covenants, including a maximum debt to asset value ratio covenant and a minimum liquidity requirement. The unsecured credit facility matures in December 2026, provided that the Fund may elect to extend the maturity date for two periods of 12 months each, in each instance upon satisfaction of certain conditions. As of March 31, 2024, $50 million was outstanding under the unsecured credit facility.

 

In addition to any indebtedness incurred by the Fund, the Fund may also utilize leverage by mortgaging properties held by the Fund (or any subsidiary), or by acquiring property with existing debt. Any such leverage relating to properties that are wholly owned or that are held in the REIT Subsidiary by the Fund will be consolidated with any leverage incurred directly by the Fund and subject to the 1940 Act’s limitations on leverage, which allows for borrowings in an aggregate amount of up to 33 1/3% of the Fund’s total assets. As of March 31, 2024, the Fund had one wholly owned property with a mortgage note outstanding with an interest rate of SOFR plus 2.95%. The mortgage note had an original maturity date of January 2024; however the Fund exercised the option to extend the maturity date to January 2025. Subject to the satisfaction of certain conditions, there is an option to extend the term for one additional 12-month period. In addition, as of March 31, 2024, the Fund had certain co-investments in real properties that had mortgage notes outstanding. As of March 31, 2024, the Fund’s share of the mortgage notes outstanding related to these co-investments had a carrying value of $55.8 million with a fair value of $54.7 million.

 

NOTE 8 – Investment Advisory, Related Parties and Other Agreements

 

Investment Advisory and Sub-Advisory Agreements

 

The Adviser serves as the Fund’s investment adviser pursuant to an Amended and Restated Investment Advisory Agreement with the Fund (the “Investment Advisory Agreement”).

 

Pursuant to the Investment Advisory Agreement and in consideration of the advisory services to be provided by the Adviser to the Fund, the Adviser is entitled to a fee consisting of two components - the Management Fee and the Incentive Fee (each as defined below). Pursuant to the Investment Sub-Advisory Agreement that the Adviser has entered into with the CIM Sub-Adviser (the “CIM Investment Sub-Advisory Agreement”), the Adviser pays the CIM Sub-Adviser a portion of the quarterly management and incentive fees payable to the Adviser attributable to all investments in Real Assets identified and sourced by the CIM Sub-Adviser. Pursuant to the Investment Sub-Advisory Agreement that the Adviser has entered into with the OFS Sub-Adviser (the “OFS Investment Sub-Advisory Agreement”), the Adviser pays the OFS Sub-Adviser a portion of the quarterly management and incentive fees payable to the Adviser attributable to all Credit and Credit-Related Investments and CMBS identified and sourced by the Sub-Adviser. The Adviser pays the Sub- Advisers a quarterly fee equal to 50% of the management and incentive fees payable to the Adviser (the “Quarterly Sub-Adviser Fee”). The Quarterly Sub-Adviser Fee is allocated between CIM Sub-Adviser and OFS Sub-Adviser based on the proportionate share of shareholders’ equity that is invested in Real Assets and Credit and Credit-Related Investments, respectively. The Sub- Advisers’ fees are paid by the Adviser out of the fee the Adviser receives from the Fund, and do not otherwise impact the Fund’s expenses.

 

Since the end of March 2022, the Adviser has also served as the REIT Subsidiary’s investment adviser pursuant to an investment advisory agreement (the “REIT Subsidiary Advisory Agreement”) with the REIT Subsidiary. Pursuant to the REIT Subsidiary Advisory Agreement and in consideration of the advisory services to be provided by the Adviser to the REIT Subsidiary, the Adviser is entitled to a management fee as described below. Pursuant to an investment sub-advisory agreement that the CIM Sub-Adviser has entered into with the Adviser on behalf of the REIT Subsidiary, the Adviser pays the Sub-Adviser 50% of the management fee payable to the Adviser on behalf of the REIT Subsidiary.

 

Management Fees

 

The management fee payable to the Adviser is calculated at an annual rate of 1.50% of the daily value of the Fund’s net assets and is payable quarterly in arrears (the “Management Fee”). The management fee payable to the Adviser on behalf of the REIT Subsidiary is calculated at an annual rate of 1.50% of the daily value of the REIT Subsidiary’s net assets. Management Fees payable by the Fund will be offset by any advisory fees paid by the REIT Subsidiary. The Adviser has waived its right to receive a Management Fee on the portion of the Fund’s assets invested in an affiliated publicly-traded REIT.

 

Incentive Fee

 

The Fund has agreed to pay the Adviser as compensation under the Investment Advisory Agreement a quarterly incentive fee, which for the fiscal six months ended March 31, 2024 was equal to 15.0% of its “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter, subject to a quarterly preferred return, or hurdle, of 1.50% of the NAV (the “Hurdle Rate”) and a catch-up feature. Incentive fees payable to our

31

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

Adviser will be offset by any incentive fees payable by the REIT Subsidiary. Pre-Incentive Fee Net Investment Income includes accrued income that the Fund has not yet received in cash. No incentive fee is payable to the Adviser on realized capital gains. The incentive fee is paid to the Adviser as follows:

 

No Incentive Fee is payable in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate of 1.50%;

 

100% of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than or equal to 1.765% in any calendar quarter is payable to the Adviser. This portion of the Fund’s Pre-Incentive Fee Net Investment Income which exceeds the Hurdle Rate but is less than or equal to 1.765% is referred to as the “catch-up.” The “catch-up” provision is intended to provide the Adviser with an incentive fee of 15.0% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s Pre-Incentive Fee Net Investment Income reaches 1.765% of our NAV in any calendar quarter; and

 

15% of the Fund’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.765% in any calendar quarter is payable to the Adviser once the Hurdle Rate is reached and the catch-up is achieved (15.0% of all the Fund’s Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser).

 

Administration Agreements

 

Under the administration agreement (the “Administration Agreement”) that the Fund has with the Adviser (in its capacity as co-administrator), the Adviser furnishes the Fund with the provision of clerical and other administrative services, including investor relations and accounting services and maintenance of certain books and records on our behalf. In accordance with the Administration Agreement, the Fund will reimburse the Adviser (in its capacity as co-administrator) for certain expenses incurred by it or its affiliates in connection with the administration of the Fund’s business and affairs.

 

In addition, pursuant to an administration agreement (the “REIT Subsidiary Administration Agreement”) that the REIT Subsidiary has with the Adviser (in its capacity as administrator), the Adviser furnishes the REIT Subsidiary with the provision of administrative services. In accordance with the REIT Subsidiary Administration Agreement, the REIT Subsidiary reimburses the Adviser (in its capacity as the REIT Subsidiary administrator) for certain expenses incurred by it or its affiliates in connection with the administration of the REIT Subsidiary’s business and affairs.

 

Property Management Fees, Development Management Fees and Reimbursements

 

CIM Management, Inc. and certain of its affiliates (collectively, the “Affiliated Real Estate Service Providers”), which are all affiliates of the Adviser, provide property management, leasing, and development services to the Fund and its subsidiaries (including the REIT Subsidiary) for real properties owned by the Fund and its subsidiaries. The Fund and its subsidiaries (including the REIT Subsidiary) will also reimburse the Affiliated Real Estate Service Providers for actual expenses incurred in connection with these services. Property management fees earned by the Affiliated Real Estate Service Providers, onsite management costs incurred on behalf of the Fund and its subsidiaries (including the REIT Subsidiary) and reimbursements received by the Affiliated Real Estate Service Providers are included in operating expenses in the underlying property’s income statement, which reduces the Fund’s share of the net asset value as reflected on the consolidated statement of assets and liabilities. Certain onsite management costs are capitalized on the underlying property’s balance sheet. Leasing commissions, construction management fees and development management reimbursements are capitalized on the underlying property’s balance sheets.

 

Fees paid to Related Parties

 

For the six months ended March 31, 2024, the Company’s share of recorded fees and expense reimbursements as shown in the table below for services provided by related parties related to the services described above:

 

    For the Six Months Ended March 31, 2024
Management Fee:    
Management fee (for the Fund)(1) $ 1,672,745
Management fee (for the REIT Subsidiary)(1)   592,846
Incentive Fee:   2,033,434
Property Management Fees and Reimbursements:    
Property management fees   111,716
Development management fees   19,097
Property management and other onsite reimbursements   906,663
Leasing commissions   62,379
Administrative Fees and Expenses:    
Expense reimbursements by the Fund (2)   950,066

 

(1)Management fee for the Fund will be offset by the management fee of the REIT Subsidiary.

 

(2)Includes approximately $6,000 of reimbursements related to the Fund’s REIT Subsidiary.

32

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)

 

Expense Limitation Agreement

 

The Adviser and the Fund have entered into an expense limitation and reimbursement agreement (the “Expense Limitation Agreement”) under which the Adviser has agreed contractually to waive its fees and to pay or absorb the ordinary operating expenses of the Fund (including organizational and offering expenses, but excluding the incentive fee, the management fee, the shareholder services fee, fees and expenses associated with property management, development management and leasing brokerage services for real properties owned by the REIT Subsidiary, the distribution fee, dividend and interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the fund), brokerage commissions, acquired fund fees and expenses, taxes and extraordinary expenses), to the extent that they exceed 0.75% per annum of the Fund’s average daily net assets (the “Expense Limitation”). In consideration of the Adviser’s agreement to limit the Fund’s expenses, the Fund has agreed to repay the Adviser in the amount of any fees waived and Fund expenses paid or absorbed, subject to the limitations that: (1) the reimbursement for fees and expenses will be made only if payable not more than three years from the date which they were incurred and (2) the reimbursement may not be made if it would cause the expense limitation then in effect or that was in effect at the time the expenses were waived or absorbed, whichever amount is lower, to be exceeded. On November 16, 2023, the Adviser extended the termination date of the Expense Limitation Agreement to January 31, 2025, as approved by the Board. The Fund expects the Expense Limitation Agreement to continue in effect for successive twelve-month periods, contingent on the annual approval of a majority of the Board. The Expense Limitation Agreement may be terminated at any time, and without payment of any penalty, by the Board, upon 60 days’ written notice to the Adviser. The Expense Limitation Agreement may not be terminated by the Adviser without the consent of the Board.

 

For the six months ended March 31, 2024, the Adviser waived fees and reimbursed expenses of $1,975,692.

 

As of March 31, 2024, the following amounts were available for recoupment by the Adviser based upon their potential expiration dates:

 

Period Waived      Maximum
From  To  Amount   Expiration Date
10/1/2020  9/30/2021  $2,851,947   9/30/2024
10/1/2021  9/30/2022  $2,519,264   9/30/2025
10/1/2022  9/30/2023  $4,024,557   9/30/2026
10/1/2023  3/31/2024  $1,975,692   9/30/2027

 

Fund Administration and Accounting Fees and Expenses

 

Ultimus Fund Solutions, LLC (“Ultimus”) serves as administrator to the Fund. Under a Master Services Agreement, Ultimus is responsible for calculating the Fund’s NAV per class of Common Shares and, providing additional fund accounting services and administration and compliance- related services to the Fund.

 

Distribution and Shareholder Servicing Fees and Expenses

 

Ultimus Northern Lights serves as the Fund’s distributor. Pursuant to the Distribution Agreement between the Fund, the Adviser and Ultimus Northern Lights, the Adviser (and not the Fund) pays a fee to Ultimus Northern Lights. The Board has adopted, on behalf of the Fund, a distribution and shareholder servicing plan under which the Fund may compensate financial industry professionals for providing ongoing services in respect of clients with whom they have distributed shares of the Fund (the “Distribution and Shareholder Servicing Plan”). Under the Distribution and Shareholder Servicing Plan, the Fund pays the Distributor (i) a distribution fee that is calculated monthly and accrued daily at an annualized rate of 0.75% and 0.25% of the average daily net assets of the Fund attributable to Class C Shares and Class L Shares, respectively, and (ii) a Servicing Fee that is paid monthly and that will accrue at an annual rate of up to 0.25% of the Fund’s average daily net assets attributable to the Class C Shares, Class A Shares and Class L Shares, respectively. For the six months ended March 31, 2024, Class C Shares, Class A Shares and Class L Shares incurred shareholder servicing fees of $15,508, $14,262, and $776, respectively. For the six months ended March 31, 2024, Class C Shares and Class L Shares incurred distribution fees of $46,526 and $776, respectively.

 

Transfer Agency Fees and Expenses

 

DST Systems, Inc. (“DST”), serves as the transfer agent for the Fund. Under the Transfer Agency Agreement, DST is responsible for maintaining all shareholder records of the Fund, and receives customary fees from the Fund for such services.

 

Custody Fees and Expenses

 

U.S. Bank, National Association, serves as the primary custodian to the Fund and UMB Bank N.A. serves as custodian regarding certain of the Fund’s assets. The Fund pays customary fees for the services of these two custodians.

 

Officer and Trustee Compensation

 

Each independent trustee currently receives an annual cash retainer of $90,000, as well as reimbursement for any reasonable expenses incurred attending meetings.

 

David Thompson has been a trustee of the Fund since January 2019 and Chief Executive Officer of the Fund since August 2019. Bilal Rashid has been a trustee of the Fund since August 2019. Mr. Thompson and Mr. Rashid both serve in officer roles at affiliates of the Fund, and are not paid by the Fund for serving as interested trustees.

33

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   
NOTE 9 –Tax Basis Information
 

For the year ended September 30, 2023, the following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect tax character.

 

   Paid in Capital      Total Distributable Earnings 
   $1,128,736   $(1,128,736)
           

The following information is computed on a tax basis for each item as of September 30, 2023, the Fund’s most recent tax year-end:

 

       Undistributed   Other cumulative   Net Unrealized     
   Undistributed net   Long-Term   effect of timing   Appreciation/Depreciation     
   Investment Income   capital gain   differences   on Investments   Total 
   $   $   $   $(6,674,466)  $(6,674,466)
                          

The difference between book basis and tax basis distributable earnings/(deficits) and unrealized appreciation/(depreciation) is primarily attributable to the tax deferral of losses on wash sales, investments in partnerships, Direct Real Estate and asset-backed securities. As of September 30, 2023, the Fund’s most recent tax year end, the components of accumulated earnings/(deficits) on a tax basis were as follows:

 

   Gross Appreciation   Gross Depreciation   Net Unrealized   Cost of Investments 
   (Excess of value   (Excess of tax cost   Appreciation/   for Income Tax 
   over tax cost)   over value)   Depreciation   Purposes 
   $20,727,807   $(27,402,273)  $(6,674,466)  $346,197,069 
                     

The tax characteristics of distributions paid were as follows:

 

Year  Ordinary Income   Long-Term Capital Gain   Return of Capital 
September 30, 2023  $11,551,725       $7,661,624 
September 30, 2022  $5,263,430   $8,971   $5,572,297 
                

Distributions received from the Fund’s investments in REITs may be classified as dividends, capital gains and/or return of capital.

 

NOTE 10 – Repurchase Offers
 

The Fund has adopted a fundamental investment policy to make quarterly offers to repurchase no less than 5% of its outstanding Common Shares at NAV. As a fundamental policy, this policy may not be changed without shareholder approval. If a repurchase offer is oversubscribed, the Fund may determine to increase the amount repurchased by up to 2% of the Fund’s outstanding Common Shares as of the date of the Repurchase Request Deadline (as defined below) . Any share repurchase offer in excess of 5% of the Fund’s outstanding Common Shares is entirely within the discretion of the Fund. In the event that the Fund determines not to repurchase more than the repurchase offer amount, or if the Fund does determine to increase the amount but shareholders tender more than the repurchase offer amount plus 2% of the Fund’s outstanding Common Shares as of the date of the Repurchase Request Deadline, the Fund will repurchase the Common Shares tendered on a pro rata basis, and shareholders will have to wait until the next repurchase offer to make another repurchase request. Shareholders will receive written notice of each quarterly repurchase offer (the “Repurchase Offer Notice”) at least 21 calendar days and not more than 42 calendar days before the date the repurchase offer ends (the “Repurchase Request Deadline”) . Common Shares will be repurchased at the NAV per Common 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 (each “Repurchase Pricing Date”). The Fund will distribute such payment no later than seven calendar days after the Repurchase Pricing Date.

34

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

During the six months ended March 31, 2024, the Fund completed two quarterly repurchase offers. In these offers, the Fund offered to repurchase 5% of the number of its outstanding shares as of the Repurchase Request Deadline. With regard to each of the offers, repurchase requests received by the Fund exceeded the limit described above, and therefore the Fund limited the number of shares repurchased during each quarterly repurchase offers to 5% of the Fund’s outstanding common shares for each respective quarterly repurchase offer. The result of those repurchase offers were as follows:

 

  Repurchase Offer #1 Repurchase Offer #2
Repurchase Offer Notice Date September 12, 2023 December 12, 2023
Repurchase Request Deadline October 12, 2023 January 11, 2024
Repurchase Payment Deadline October 19, 2023 January 18, 2024
Amount Repurchased $16,159,632 $15,667,841
Shares Repurchased 661,112 649,003
     

NOTE 11 – Risk Factors
 

In the normal course of business, the Fund invests in financial instruments and enters into financial transactions where risk of potential loss exists due to such things as changes in the market (market risk) or failure or inability of the other party to a transaction to perform (credit and counterparty risk). Please see below for a detailed description of select principal risks. The following list is not intended to be a comprehensive listing of all of the potential risks associated with the Fund. For a more comprehensive list of potential risks the Fund may be subject to, please refer to the Fund’s Prospectus and Statement of Additional Information (“SAI”).

 

Geopolitical and Global Economic Risk

 

The current worldwide financial markets situation, as well as various social and political tensions in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility, may have long term effects on the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. For example, we have observed and continue to observe labor and resource shortages, commodity inflation, elevated interest rates, a risk of recession and the shutdown of U.S. government services. In addition, the impacts of the ongoing war between Russia and Ukraine and the escalated conflict in the Middle East are uncertain. Elements of geopolitical, economic and financial market instability in the United States, the United Kingdom, the European Union and China. Any of the above factors could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the fair value of our common shares to decline. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objectives, but there can be no assurance that we will be successful in doing so.

 

From time to time, the Fund maintains cash balances at banks in excess of the FDIC insurance limit. If a bank in which the Fund holds funds fails or is subject to significant adverse conditions in the financial or credit markets, the Fund could be subject to a risk of loss of all or a portion of such funds or be subject to a delay in accessing all or a portion of such uninsured funds. In addition, the Fund has undrawn capacities under its credit facility. Any loss of such funds, lack of access to such funds or inability to borrow from any of the Fund’s lenders could adversely impact the Fund’s short-term liquidity and ability of the Fund to meet its operating expenses or working capital needs.

 

Real Estate Industry Risk

 

The Fund will invest a substantial portion of its assets in Real Assets, which includes real estate-related loans and securities. Therefore, the performance of its portfolio will be significantly impacted by the performance of the real estate market in general and the Fund may experience more volatility and be exposed to greater risk than it would be if it held a more diversified portfolio. The Fund will be impacted by factors particular to the real estate industry including, among others: (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding, increased competition and a decreased demand for office properties as a result of the increasing shift to remote work following the COVID-19 pandemic; (iv) increases in operating expenses including property taxes; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of financing; (ix) prolonged periods of higher interest rates, such as the current period; and (x) changes in availability of leverage on loans for or secured by real estate. Changes in federal tax laws which are being debated or pending as of the date of these financial statements may have a significant impact on the U.S. real estate industry in general, particularly in the geographic markets targeted by Fund investments. The value of securities in the real estate industry may go through cycles of relative under-performance and over-performance in comparison to equity securities markets in general.

 

Collateralized Mortgage-Backed Securities Risk

 

Mortgage-backed securities are bonds which evidence interests in, or are secured by, commercial mortgage loans. Accordingly, collateralized mortgage-backed securities (“CMBS”) are subject to all of the risks of the underlying mortgage loans. In a rising interest rate environment, the value of CMBS may be adversely affected when payments on underlying mortgages do not occur as anticipated. The value of CMBS may also change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities markets as a whole. In addition, CMBS are subject to the credit risk associated with the performance of the underlying commercial mortgage properties. CMBS are also subject to several risks created through the securitization process.

 

The Fund may invest in the residual or equity tranches of CMBS, which are referred to as subordinate CMBS or interest-only CMBS. Subordinate CMBSs are paid interest only to the extent there are funds available to make payments. There are multiple tranches of CMBS, offering investors various maturity and credit risk characteristics. Tranches are categorized as senior, mezzanine, and subordinated/equity, according to their degree of risk. The most senior tranche of a CMBS has the greatest collateralization and pays the lowest interest rate. If there are defaults or the collateral

35

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Lower tranches represent lower degrees of credit quality and pay higher interest rates intended to compensate for the attendant risks. The return on the lower tranches is especially sensitive to the rate of defaults in the collateral pool. The lowest tranche (i.e. the “equity” or “residual” tranche) specifically receives the residual interest payments (i.e., money that is left over after the higher tranches have been paid and expenses of the issuing entities have been paid) rather than a fixed interest rate. As a result, interest only CMBS possess the risk of total loss of investment in the event of prepayment of the underlying mortgages. There is no limit on the portion of the Fund’s total assets that may be invested in interest-only multifamily CMBS.

 

The Fund also may invest in interest-only multifamily CMBS issued by multifamily mortgage loan securitizations. However, these interest-only multifamily CMBS typically only receive payments of interest to the extent that there are funds available in the securitization to make the payment and may introduce increased risks since these securities have no underlying principal cash flows.

 

Broadly Syndicated Loans Risk

 

The broadly syndicated senior secured corporate loans (“Broadly Syndicated Loans”) in which the Fund invests are primarily rated below investment grade, but some Broadly Syndicated Loans may be unrated and of comparable credit quality. As a result, the risks associated with such Broadly Syndicated Loans are generally similar to the risks of other below investment grade fixed income instruments, although Broadly Syndicated Loans are senior and typically secured in contrast to other below investment grade fixed income instruments, which are often subordinated or unsecured. Investments in below investment grade Broadly Syndicated Loans are considered speculative because of the credit risk of the borrowers. Such borrowers are more likely than investment grade borrowers to default on their payments of interest and principal owed to the Fund, and such defaults could reduce the Fund’s NAV and income dividends. An economic downturn would generally lead to a higher non-payment rate, and a Broadly Syndicated Loan may lose significant fair value before a default occurs. Moreover, any specific collateral used to secure a Broadly Syndicated Loan may decline in value or become illiquid, which would adversely affect the Broadly Syndicated Loan’s value. Broadly Syndicated Loans are subject to a number of risks described elsewhere in this prospectus, including liquidity risk and the risk of investing in below investment grade fixed income instruments.

 

Broadly Syndicated Loans are subject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a reduction of income to the Fund, a reduction in the value of the investment and a potential decrease in the NAV of the Fund. There can be no assurance that the liquidation of any collateral securing a Broadly Syndicated Loan would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments, whether when due or upon acceleration, or that the collateral could be liquidated, readily or otherwise. In the event of bankruptcy or insolvency of a borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral, if any, securing a Broadly Syndicated Loan. The collateral securing a Broadly Syndicated Loan, if any, may lose all or substantially all of its value in the event of the bankruptcy or insolvency of a borrower. Some Broadly Syndicated Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such Broadly Syndicated Loans to presently existing or future indebtedness of the borrower or take other action detrimental to the holders of Broadly Syndicated Loans including, in certain circumstances, invalidating such Broadly Syndicated Loans or causing interest previously paid to be refunded to the borrower. Additionally, a Broadly Syndicated Loan may be “primed” in bankruptcy, which reduces the ability of the holders of the Broadly Syndicated Loan to recover on the collateral. Priming takes place when a debtor in bankruptcy is allowed to incur additional indebtedness by the bankruptcy court and such indebtedness has a senior or pari passu lien with the debtor’s existing secured indebtedness, such as existing Broadly Syndicated Loans or secured corporate bonds.

 

There may be less readily available information about most Broadly Syndicated Loans and the borrowers thereunder than is the case for many other types of securities, including securities issued in transactions registered under the Securities Act of 1933, as amended, or registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and borrowers subject to the periodic reporting requirements of Section 13 of the Exchange Act. Broadly Syndicated Loans may be issued by companies that are not subject to SEC reporting requirements and these companies, therefore, do not file reports with the SEC that must comply with SEC form requirements and in addition are subject to a less stringent liability disclosure regime than companies subject to SEC reporting requirements. As a result, the OFS Sub-Adviser will rely most often on their own evaluation of a borrower’s credit quality rather than on any available independent sources. Therefore, the Fund will be particularly dependent on the analytical abilities of the OFS Sub-Adviser.

 

The secondary trading market for Broadly Syndicated Loans may be less liquid than the secondary trading market for registered investment grade debt securities. No active trading market may exist for certain Broadly Syndicated Loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that the Fund may not be able to sell Broadly Syndicated Loans quickly or at a fair price. To the extent that a secondary market does exist for certain Broadly Syndicated Loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.

 

Broadly Syndicated Loans and other variable rate debt instruments are subject to the risk of payment defaults of scheduled interest or principal. Such payment defaults would result in a reduction of income to the Fund, a reduction in the value of the investment and a potential decrease in the NAV of the Fund. Similarly, a sudden and significant increase in market interest rates may increase the risk of payment defaults and cause a decline in the value of these investments and in the Fund’s NAV. Other factors (including, but not limited to, rating downgrades, credit deterioration, a large downward movement in share prices, a disparity in supply and demand of certain securities or market conditions that reduce liquidity) can reduce the value of Broadly Syndicated Loans and other debt obligations, impairing the Fund’s NAV.

 

36

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

The Fund will acquire Broadly Syndicated Loans through assignments and through participations. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser’s rights can be more restricted than those of the assigning institution, and the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. In general, a participation is a contractual relationship only with the institution participating out the interest, not with the borrower. Sellers of participations typically include banks, broker-dealers, other financial institutions and lending institutions. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement 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, (i) the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation; and (ii) both the borrower and the institution selling the participation will be considered issuers for purposes of the Fund’s investment restriction concerning industry concentration. Further, in purchasing participations in lending syndicates, the Fund may be more limited than it otherwise would be in its ability to conduct due diligence on the borrower. In addition, as a holder of the participations, the Fund may not have voting rights or inspection rights that the Fund would otherwise have if it were investing directly in the Broadly Syndicated Loan, which may result in the Fund being exposed to greater credit or fraud risk with respect to the borrower or the Broadly Syndicated Loan.

 

Valuation Risk

 

Pursuant to Rule 2a-5, the Board has designated the Adviser as the “valuation designee.” Where possible, the Adviser utilizes independent pricing services to value certain portfolio instruments at their fair value. If the pricing services are unable to provide a fair value or if a significant event occurs such that the valuation(s) provided are deemed unreliable, the Adviser may value portfolio instrument(s) at their fair value, which is generally the amount an owner might reasonably expect to receive upon a current sale. Valuation risks associated with the Fund’s investments include, but are not limited to: a limited number of market participants compared to publicly traded investment grade securities, a lack of publicly available information about some borrowers, resale restrictions, settlement delays, corporate actions and adverse market conditions that may make it difficult to value or sell such instruments.

 

A large percentage of the Fund’s portfolio investments will not be publicly traded. The fair value of investments that are not publicly traded may not be readily determinable. The Adviser values these investments at fair value in good faith pursuant to Rule 2a-5. The types of factors that may be considered in valuing the Fund’s investments include the enterprise value of the portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to similar publicly traded securities, changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Adviser considers the pricing indicated by the external event to corroborate the Fund’s valuation. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, the Adviser’s determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed and may differ materially from the values that the Fund may ultimately realize. The Fund’s NAV per each class of Common Shares could be adversely affected if the Adviser’s determinations regarding the fair value of these investments are higher than the values that the Fund realizes upon disposition of such investments.

 

Additionally, the Adviser’s participation in the Fund’s valuation process could result in a conflict of interest since the Adviser’s management fee is based on our net assets.

 

Liquidity Risk

 

The Fund may invest without limitation in securities that, at the time of investment, are illiquid (determined using the SEC’s standard applicable to registered investment companies, i.e., securities that cannot be disposed of by the Fund within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the securities). The Fund may also invest in securities subject to restrictions on resale. Investments in restricted securities could have the effect of increasing the amount of the Fund’s assets invested in illiquid securities if qualified institutional buyers are unwilling to purchase these securities. The illiquidity of these investments may make it difficult for the Fund to sell such investments if the need arises. In addition, if the Fund is required to liquidate all or a portion of its portfolio quickly, the Fund may realize significantly less than the value at which it has previously recorded these investments.

 

Illiquid and restricted securities may be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to do so. The market price of illiquid and restricted securities generally is more volatile than that of more liquid securities, which may adversely affect the price that the Fund pays for or recovers upon the sale of such securities. Illiquid and restricted securities are also more difficult to value, especially in challenging markets. Each Sub-Adviser’s judgment may play a greater role in the valuation process. Investment of the Fund’s assets in illiquid and restricted securities may restrict the Fund’s ability to take advantage of market opportunities. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, may have to cause such security to be registered. A considerable period may elapse between the time the decision is made to sell the security and the time the security is registered, thereby enabling the Fund to sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquirer of the securities. In either case, the Fund would bear market risks during that period.

 

37

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

Some loans and other instruments are not readily marketable and may be subject to restrictions on resale. Loans and other instruments may not be listed on any national securities exchange and no active trading market may exist for certain of the loans and other instruments in which the Fund will invest. Where a secondary market exists, the market for some loans and other instruments may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.

 

Credit Risk

 

Credit risk is the risk that one or more loans or other floating rate instruments in the Fund’s portfolio will decline in price or fail to pay interest or principal when due because the issuer of the instrument experiences a decline in its financial status. While a senior position in the capital structure of a borrower or issuer may provide some protection with respect to the Fund’s investments in certain loans, losses may still occur because the fair value of loans is affected by the creditworthiness of borrowers or issuers and by general economic and specific industry conditions and the Fund’s other investments will often be subordinate to other debt in the issuer’s capital structure. To the extent the Fund invests in below investment grade instruments, it will be exposed to a greater amount of credit risk than a fund which invests in investment grade securities. The prices of lower grade instruments are more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic downturn, than are the prices of higher grade instruments. Instruments of below investment grade quality are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal when due and therefore involve a greater risk of default.

 

Interest Rate Risk

 

Since the Fund may incur leverage to make investments, the Fund’s net investment income depends, in part, upon the difference between the rate at which it borrows funds and the rate at which it invests those funds. Inflation increased substantially in 2022 and remained elevated throughout 2023. Since the beginning of 2022, the U.S. Federal Reserve has raised interest rates several times to, among other things, control inflation, and the U.S. Federal Reserve may approve additional interest rate increases in the future. In a rising interest rate environment, any leverage that the Fund incurs may bear a higher interest rate than may currently be available. There may not, however, be a corresponding increase in the Fund’s investment income. Any reduction in the rate of return on new investments relative to the rate of return on current investments, and any reduction in the rate of return on current investments, could adversely impact the Fund’s net investment income, reducing its ability to service the interest obligations on, and to repay the principal of, its indebtedness.

 

The fixed-income instruments that the Fund may invest in are subject to the risk that fair values of such securities will decline as interest rates increase. These changes in interest rates have a more pronounced effect on securities with longer durations. Typically, the impact of changes in interest rates on the fair value of an instrument will be more pronounced for fixed-rate instruments, such as most corporate bonds, than it will for loans or other floating rate instruments. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in the Fund’s NAV.

 

A general increase in interest rates may have the effect of making it easier for the Adviser and Sub-Advisers to receive incentive fees, without necessarily resulting in an increase in our net earnings. Given the structure of our Investment Advisory Agreement with the Adviser, any general increase in interest rates will likely have the effect of making it easier for the Adviser to meet the quarterly hurdle rate for payment of income incentive fees under the Investment Advisory Agreement without any additional increase in relative performance on the part of the Adviser. In the current rising interest rate environment, this risk may increase as interest rates continue to rise. In addition, in view of the catch-up provision applicable to income incentive fees under the Investment Advisory Agreement, the Adviser and Sub-Advisers could potentially receive a significant portion of the increase in our investment income attributable to such a general increase in interest rates. If that were to occur, our increase in net earnings, if any, would likely be significantly smaller than the relative increase in the Adviser’s income incentive fee resulting from such a general increase in interest rates.

 

The fair value of certain of our investments may be significantly affected by changes in interest rates. Although senior secured loans are generally floating rate instruments, our investments in senior secured loans through CLOs are sensitive to interest rate levels and volatility. Although CLOs are generally structured to mitigate the risk of interest rate mismatch, there may be some difference between the timing of interest rate resets on the assets and liabilities of a CLO. Such a mismatch in timing could have a negative effect on the amount of funds distributed to CLO equity investors. In addition, CLOs may not be able to enter into hedge agreements, even if t may otherwise be in the best interests of the CLO to hedge such interest rate risk. Furthermore, in the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses that may adversely affect our cash flow, fair value of our assets and operating results. In the event that our interest expense were to increase relative to income, or sufficient financing became unavailable, our return on investments and cash available for distribution to stockholders or to make other payments on our securities would be reduced. In addition, future investments in different types of instruments may carry a greater exposure to interest rate risk.

 

Floating Rate Floor Risk. Because CLOs generally issue debt on a floating rate basis, an increase in SOFR will increase the financing costs of CLOs. Many of the senior secured loans held by these CLOs have reference rate floors such that, when the floating rate is below the stated floor, the stated floating rate floor (rather than SOFR itself) is used to determine the interest payable under the loans. Therefore, if SOFR increases but stays below the average floating rate floor rate of the senior secured loans held by a CLO, there would not be a corresponding increase in the investment income of such CLOs. The combination of increased financing costs without a corresponding increase in investment income in such a scenario would result in smaller distributions to equity holders of a CLO. In addition, there may be disputes between market participants regarding the interpretation and enforceability of provisions in our SOFR-based CLO investments (or lack or such provisions) related to the economic floors in such investments.

 

38

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

Floating Rate Mismatch. Many underlying corporate borrowers can elect to pay interest based on 1-month SOFR, 3-month SOFR and/or other rates in respect of the loans held by CLOs in which we are invested, in each case plus an applicable spread, whereas CLOs generally pay interest to holders of the CLO’s debt tranches based on 3-month SOFR plus a spread. There may be a mismatch in the rate at which CLOs earn interest and the rate at which they pay interest on their debt tranches, which may negatively impact the cash flows on a CLO’s equity tranche, which may in turn adversely affect our cash flows and results of operations.

 

Given the structure of the incentive fee payable to the Advisor, a general increase in interest rates will likely have the effect of making it easier for the Advisor to meet the quarterly hurdle rate for payment of income incentive fees under the Investment Advisory Agreement without any additional increase in relative performance on the part of the Advisor.

 

CLO Risk

 

We are exposed to underlying senior secured loans and other credit investments through investments in CLOs, but may obtain such exposure directly or indirectly through other means from time to time. Loans may become nonperforming or impaired for a variety of reasons. Such nonperforming or impaired loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate and/or a substantial write- down of the principal of the loan. In addition, because of the unique and customized nature of a loan agreement and the private syndication of a loan, certain loans may not be purchased or sold as easily as publicly-traded securities, and, historically, the trading volume in the loan market has been small relative to other markets. Loans may encounter trading delays due to their unique and customized nature, and transfers may require the consent of an agent bank and/or borrower. Risks associated with senior secured loans include the fact that prepayments generally may occur at any time without premium or penalty. Additionally, under certain circumstances, the equity owners of the borrowers in which CLOs invest may recoup their investments in the borrower, through a dividend recapitalization, before the borrower makes payments to the lender. For these reasons, an investor in a CLO may experience a reduced equity cushion or diminution of value in any debt investment, which may ultimately result in the CLO investor experiencing a loss on its investment before the equity owner of a borrower experiences a loss.

 

In addition, the portfolios of certain CLOs in which we invest may contain middle market loans. Loans to middle market companies may carry more inherent risks than loans to larger, publicly-traded entities. Middle-market companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. Such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. These companies may also experience substantial variations in operating results. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on a portfolio company and, in turn, on us. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. Accordingly, loans made to middle market companies may involve higher risks than loans made to companies that have greater financial resources or are otherwise able to access traditional credit sources. Middle market loans are less liquid and have a smaller trading market than the market for broadly syndicated loans and may have default rates or recovery rates that differ (and may be better or worse) than has been the case for broadly syndicated loans or investment grade securities. There can be no assurance as to the levels of defaults and/or recoveries that may be experienced with respect to middle market loans in any CLO in which we may invest. As a consequence of the forgoing factors, the securities issued by CLOs that primarily invest in middle market loans (or hold significant portions thereof) are generally considered to be a riskier investment than securities issued by CLOs that primarily invest in broadly syndicated loans.

 

In addition, the portfolios of certain CLOs in which the Fund may invest may contain “covenant-lite” loans. The Fund uses the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent the Fund is exposed to “covenant-lite” loans, the Fund may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

 

The failure by a CLO in which the Fund invests to satisfy financial covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in the CLO’s payments to the Fund. In the event that a CLO fails certain tests, holders of CLO senior debt may be entitled to additional payments that would, in turn, reduce the payments the Fund would otherwise be entitled to receive. Separately, the Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting CLO or any other investment the Fund may make. If any of these occur, it could adversely affect the Fund’s operating results and cash flows.

 

The Fund’s CLO investments are exposed to leveraged credit risk. If certain minimum collateral value ratios and/or interest coverage ratios are not met by a CLO, primarily due to senior secured loan defaults, then cash flow that otherwise would have been available to pay distributions to the Fund on its CLO investments may instead be used to redeem any senior notes or to purchase additional senior secured loans, until the ratios again exceed the minimum required levels or any senior notes are repaid in full.

 

39

 

CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

Leverage

 

The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time of incurrence of indebtedness. This means that the value of the Fund’s total indebtedness may not exceed one- third of the value of its total assets, including the value of the assets purchased with the proceeds of its indebtedness. Under current market conditions, the Fund intends to utilize leverage principally through (i) borrowings in an aggregate amount of up to 33 1/3% of the Fund’s total assets (including the assets subject to, and obtained with the proceeds of, such borrowings) immediately after such borrowings or (ii) the issuance of preferred shares in an aggregate amount of up to 50% of the Fund’s total assets (including the assets subject to, and obtained with the proceeds of, such issuance) immediately after such issuance. Leverage may result in greater volatility of the NAV and distributions on the Common Shares because changes in the value of the Fund’s portfolio investments, including investments purchased with the proceeds from are borne entirely by shareholders. Common Share income may fluctuate if the interest rate on borrowings changes. In addition, the Fund’s use of leverage will result in increased operating costs. Thus, to the extent that the then-current cost of any leverage, together with other related expenses, approaches the net return on the Fund’s investment portfolio, the benefit of leverage to shareholders will be reduced, and if the then-current cost of any leverage together with related expenses were to exceed the net return on the Fund’s portfolio, the Fund’s leveraged capital structure would result in a lower rate of return to shareholders than if the Fund were not so leveraged. In addition, the costs associated with the Fund’s incurrence and maintenance of leverage could increase over time. There can be no assurance that the Fund’s leveraging strategy will be successful.

 

Any decline in the NAV of the Fund will be borne entirely by shareholders. Therefore, if the fair value of the Fund’s portfolio declines, the Fund’s use of leverage will result in a greater decrease in NAV to shareholders than if the Fund were not leveraged.

 

Certain types of borrowings may result in the Fund being subject to covenants in credit agreements relating to asset coverage or portfolio composition or otherwise. In addition, the terms of the credit agreements may also require that the Fund pledge some or all of its assets as collateral.

 

Non-Diversification Risk

 

The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater portion of its assets in obligations of a single issuer other than a “diversified” fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. The Fund intends to qualify for the special tax treatment available to “regulated investment companies” under Subchapter M of the Code, and thus intends to satisfy the diversification requirements of Subchapter M, including its less stringent diversification requirements that apply to the percentage of the Fund’s total assets that are represented by cash and cash items (including receivables), U.S. government securities, the securities of other regulated investment companies and certain other securities.

 

Affiliates Risk

 

Our Adviser and Sub-Advisers will experience conflicts of interest in connection with the management of our business affairs relating to and arising from a number of matters, including: the allocation of investment opportunities by our Adviser and Sub-Advisers and their affiliates; compensation to our Adviser and Sub-Advisers; services that may be provided by our Adviser and Sub-Advisers and their affiliates to issuers in which we invest; investments by us and other clients of our Adviser and Sub-Advisers, subject to the limitations of the 1940 Act; the formation of additional investment funds managed by our Adviser or Sub-Advisers; differing recommendations given by our Adviser and Sub-Advisers to us versus other clients; our Adviser’s and Sub-Advisers’ use of information gained from issuers in our portfolio for investments by other clients, subject to applicable law; and restrictions on our Adviser’s and Sub-Advisers’ use of “inside information” with respect to potential investments by us.

 

We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. To promote further alignment with other funds managed by CIM and its affiliates, the Fund has obtained an order for exemptive relief (the “Order”) from the SEC that allows it to co-invest alongside certain funds managed by affiliates of our Adviser and the OFS Sub-Adviser, in accordance with the conditions specified in the Order. We may therefore compete for capital and investment opportunities with other entities managed by our Adviser or Sub-Advisers or their affiliates, subjecting our Adviser and Sub-Advisers and their affiliates to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending investments on our behalf.

 

Pursuant to the Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57 of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, and (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing. As a result of the Order, there could be significant overlap in our investment portfolio and the investment portfolio of other funds established by the Adviser or Sub-Adviser or their affiliates that could avail themselves of the exemptive relief.

 

In addition, we may file an application for an amendment to our existing Order to permit us to co-invest in our existing portfolio companies with certain affiliates that are private funds even if such other funds had not previously invested in such existing portfolio companies, subject to certain conditions. However, if filed, there is no guarantee that such application will be granted.

 

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CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

Total Return Swap Risk

 

The Fund has entered, and may enter into additional, total return swap (“TRS”) agreements that would expose the Fund to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage. A TRS is a contract in which one party agrees to make periodic payments to another party based on the return of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. A TRS is typically used to obtain exposure to a basket of securities or loans or market without owning or taking physical custody of such securities or loans or investing directly in such market. A TRS effectively adds leverage to our portfolio because, in addition to our total net assets, we would be subject to investment exposure on the amount of securities subject to the TRS. A TRS is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able to meet our obligations to the counterparty. In addition, because a TRS is a form of synthetic leverage, such arrangements are subject to risks similar to those associated with the use of leverage.

 

Cyber-Security Risk, Identity Theft Risks

 

Cyber-security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The Adviser’s and Sub-Advisers’ information and technology systems may be vulnerable to damage or interruption from computer viruses and other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information. Although the Adviser and Sub-Advisers have implemented various measures to manage risks relating to these types of events, such systems could be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing it from being addressed appropriately. The Advisers and Sub-Advisers and/or the Fund may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Adviser’s, Sub-Advisers’ and/or the Fund’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to shareholders and the intellectual property and trade secrets of the Adviser or Sub-Advisers. Such a failure could harm the Adviser’s or Sub-Advisers’ and/or the Fund’s reputation, subject any such entity and their respective affiliates to legal claims and adverse publicity and otherwise affect their business and financial performance.

 

A disaster or a disruption in the infrastructure that supports the Fund’s business, including a disruption involving electronic communications or other services used by the Fund or by third parties with whom the Fund conducts business, or directly affecting the Fund’s headquarters, could have a material adverse impact on the Fund’s ability to continue to operate its business without interruption. The Fund’s disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse the Fund for its losses, if at all.

 

Third parties with which the Fund does business may also be sources of cyber-security or other technological risk. The Fund outsources certain functions and these relationships allow for the storage and processing of its information, as well as client, counterparty, employee, and borrower information. While the Fund engages in actions to reduce its exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction, or other cyber-security incident that affects its data, resulting in increased costs and other consequences as described above.

 

Foreign Investments’ Risks

 

The Fund has invested in, and may in the future make additional investments in securities, direct loans, Broadly Syndicated Loans and subordinated loans, of non-U.S. issuers or borrowers. These investments involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value than investments in U.S. companies. Markets for these investments in foreign countries often are not as developed, efficient or liquid as similar markets in the United States, and therefore, the prices of non-U.S. instruments may be more volatile. Certain foreign countries may impose restrictions on the ability of issuers of non-U.S. instruments to make payments of principal and interest to investors located outside the country, whether from currency blockage or otherwise. In addition, the Fund will be subject to risks associated with adverse political and economic developments in foreign countries, including seizure or nationalization of foreign deposits, different legal systems and laws relating to creditors’ rights and the potential inability to enforce legal judgments, all of which could cause the Fund to lose money on its foreign investments. Generally, there is less readily available and reliable information about non-U.S. issuers or borrowers due to less rigorous disclosure or accounting standards and regulatory practices. Investments in so-called “emerging markets” (or lesser developed countries) are particularly speculative and entail all of the risks of investing in non-U.S. securities but to a heightened degree. Compared to developed countries, emerging market countries may have relatively unstable governments, economies based on only a few industries and smaller securities and debt markets. Securities and debt issued by companies located in emerging market countries tend to be especially volatile and may be less liquid than securities and debt traded in developed countries. Additionally, companies in emerging market countries may not be subject to accounting, auditing, financial reporting and recordkeeping requirements that are as robust as those in more developed countries.

 

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CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

Foreign Real Estate and Real Estate-Related Investment Risk

 

We have invested and may make additional investments in real estate located outside of the United States and real estate debt issued in, and/or backed by real estate in, countries outside the United States, including Canada, countries in Western Europe, Central America and South America. Foreign real estate and real estate-related investments involve certain factors not typically associated with investing in real estate and real estate- related investments in the United States, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which such investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iii) differences between U.S. and non-U.S. real estate markets, including potential price volatility in and relative illiquidity of some non-U.S. markets; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (v) certain economic, social and political risks, including potential exchange-control regulations, potential restrictions on non-U.S. investment and repatriation of capital, the risks associated with political, economic or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation or the imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, and adverse economic and political developments; (vi) the possible imposition of non-U.S. taxes on income and gains and gross sales or other proceeds recognized with respect to such investments; (vii) differing and potentially less well-developed or well-tested corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors; (viii) different laws and regulations including differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (ix) political hostility to investments by foreign investors; and (x) less publicly available information.

 

Emerging Market Investments Risk

 

The Fund has invested and may make additional investments in real estate or issuers in emerging markets, specifically certain markets in Central America or South America. Investing in emerging markets imposes risks different from, or greater than, risks of investing in foreign developed countries. These risks include (i) the smaller market capitalization of securities markets, which may suffer periods of relative illiquidity; (ii) significant price volatility; (iii) restrictions on foreign investment; and (iv) possible repatriation of investment income and capital. In addition, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or the creation of government monopolies. The currencies of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries.

 

Certain emerging markets limit, or require governmental approval prior to, investments by foreign persons. Repatriation of investment income and capital from certain emerging markets is subject to certain governmental consents. Even where there is no outright restriction on repatriation of capital, the mechanics of repatriation may affect the operation of the Fund.

 

Additional risks of emerging markets investments may include (i) greater social, economic and political uncertainty and instability; (ii) more substantial governmental involvement in the economy; (iii) less governmental supervision and regulation; (iv) the unavailability of currency hedging technique;(v) companies that are newly organized and small; (vi) differences in auditing and financial reporting standards; which may result in unavailability of material information about issuers; and (vii) less developed legal systems. In addition, emerging securities markets may have different clearance and settlement procedures, which may be unable to keep pace with the volume of securities transactions or otherwise make it difficult to engage in such transactions. Settlement problems may cause the Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a security. Such a delay could result in possible liability to a purchaser of the security.

 

NOTE 12 – Subsequent Events

 

Subsequent events after the date of the financial statements have been evaluated through the date the financial statements were available to be issued.

 

Repurchased Shares

 

On April 11, 2024, the Fund completed a quarterly repurchase offer which resulted in 627,021, 10,981, 4,998 and 252 of Class I, Class C, Class A and Class L shares being repurchased for $14,941,912, $251,796, $117,950, and $5,880, respectively.

 

Investment Activity

 

The Fund has invested in an additional $11,627,709 of investments and sold $8,017,014 of investments. The Fund has also added exposure to broadly syndicated loans under total return swap contracts with a net notional amount of $4,226,314.

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CIM Real Assets & Credit Fund Consolidated Notes to Financial Statements
  March 31, 2024 (Unaudited)
   

J.P. Morgan Bank Repurchase Agreement

 

Subsequent to March 31, 2024, the Fund entered into a Master Repurchase Agreement (the “Repurchase Facility”) with J.P. Morgan Securities LLC (“JP Morgan”), which provides for financing primarily through JP Morgan’s purchase of certain eligible CMBS assets from the Fund and an agreement by the Fund to repurchase such assets back at an agreed-upon future date and price. Although the Fund intends to utilize the Repurchase Facility, the Fund and JP Morgan did not enter into any transactions under the Repurchase Facility as of the date of this report.

 

Management has determined that there were no other subsequent events to report through the issuance of these financial statements.

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CIM Real Assets & Credit Fund Additional Information
  March 31, 2024 (Unaudited)
   
PROXY VOTING POLICIES AND VOTING RECORD

 

A description of the policies and procedures that the Adviser, or the Sub-Advisers, when applicable, uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling (866) 907-2653; and (2) on the SEC’s website at http://www.sec.gov. Information about how the Adviser, or the Sub-Advisers, when applicable voted proxies with respect to the Companies portfolio securities during the most recent period ended June 30, 2023 can be obtained (1) without charge, upon request, by calling (866) 907-2653; and (2) on the SEC’s website at http://www.sec.gov.

 

QUARTERLY PORTFOLIO HOLDINGS

 

The Fund files a complete listing of its portfolio holdings with the SEC as of the first and third quarters of each fiscal year as an exhibit to Form N-PORT. The Fund’s Form N-PORT filings are available upon request by calling 855-747-9559 or by contacting the Fund by mail at 4700 Wilshire Boulevard, Los Angeles, CA, 90010. You may also obtain a copy of each of the filings on the SEC’s website at http://www.sec.gov or on our website at https://www.cimgroup.com/investment-platforms/credit/racr.

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CIM Real Assets & Credit Fund Additional Information
  March 31, 2024 (Unaudited)
   
CHANGE IN INDEPENDENT REGISTERED ACCOUNTING FIRM

 

On December 11, 2023, the decision to dismiss PwC was approved by the Audit Committee of the Board (the “Audit Committee”). On December 27, 2023, the Fund notified PricewaterhouseCoopers LLP (“PwC”) that it was dismissed as its independent registered public accounting firm for the fiscal year ending September 30, 2024, subject to the completion of the Form N-2 filing on January 26, 2024.

 

The report of PwC on the financial statements of the Fund as of and for the fiscal years ended September 30, 2023 and September 30, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During the fiscal years ended September 30, 2023 and September 30, 2022, and during the subsequent interim period through January 26, 2024 (i) there were no disagreements between the Fund and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Fund for such years or interim period; and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

The Fund requested that PwC furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating that it agrees with the above statements. A copy of such letter is filed as an exhibit to this Form N-CSRS.

 

On December 11, 2023, the Audit Committee recommended and approved Deloitte & Touche, LLP (“Deloitte”) as the Fund’s independent registered public accounting firm for the fiscal year ending September 30, 2024. Deloitte was appointed on January 26, 2024, subsequent to the Fund’s filing of the Form N-2.

 

During the fiscal years ended September 30, 2023 and September 30, 2022, and during the subsequent interim period through January 26, 2024, neither the Fund, nor anyone acting on its behalf, consulted with Deloitte on behalf of the Fund regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Fund’s financial statements, or any matter that was either: (i) the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto; or (ii) “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

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CIM Real Assets & Credit Fund Board Approval of Advisory Agreements
  March 31, 2024 (Unaudited)

 

On November 16, 2023, the Board, including a majority of Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), unanimously approved an amendment to the Investment Advisory Agreement. The Investment Advisory Agreement was amended solely to reduce the incentive fee from 20.0% to 15.0% of the Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch up” feature, as described in the Investment Advisory Agreement. When considering whether to approve the amendment, the Board considered (i) the nature, extent and quality of the Adviser’s services; (ii) the Fund’s investment performance; and (iii) the reduced incentive fee in comparison to the incentive fees paid by interval funds that invest in credit investments that are similar in nature to the credit investments of the Fund and interval funds that purport to invest in real estate. The Board concluded that the reduction in incentive fee would not affect the nature, extent and quality of the services provided by the Adviser, that the Fund’s performance supported the reduction in incentive fee and that the new incentive fee would be acceptable considering the quality of services the Fund has received and expects to receive from the Adviser. In addition, the Board concluded that the reduced incentive fee was acceptable in comparison to the incentive fees paid by interval funds that invest in credit investments that are similar in nature to the credit investments of the Fund and interval funds that purport to invest in real estate. The Board ultimately concluded that amending the Investment Advisory Agreement was in the best interest of the Fund.

 

On February 15, 2024, the Board, including a majority of the Independent Trustees, unanimously approved the renewal of the Investment Advisory Agreement, the CIM Investment Sub-Advisory Agreement, the OFS Investment Sub-Advisory Agreement, the REIT Subsidiary Investment Advisory Agreement and the REIT Subsidiary Investment Sub-Advisory Agreement (collectively, the “Advisory Agreements”).

 

When considering whether to approve the renewal of these agreements, the Board considered the following factors with respect to each agreement:

 

(a)Nature, Extent and Quality of Services. The Board examined the nature, extent and quality of the services provided and to be provided by the Adviser and the Sub-Advisers (collectively, the “Advisers”) to the Fund under the Advisory Agreements. The Board considered the Advisers’ business operations, investment management processes, ability to assist the Fund in completing its investment objective, and understanding of the Fund’s investment strategy. The Board also considered the experience and capability of the Advisers’ senior management and other key personnel, and discussed how the Adviser and CIM Sub-Adviser, as wholly owned subsidiaries of CIM Group, have access to many experienced investment professionals. The Board considered the Adviser’s and the CIM Sub-Adviser’s experience advising affiliated funds and other accounts, and the OFS Sub-Adviser’s experience in managing clients with credit strategies similar to those of the Fund. The Board also considered the quality of the Advisers’ compliance programs and the Advisers’ financial condition. In addition to investment management services, the Board also considered the nature, extent, and quality of administrative, compliance, and legal services that would be, and had been, provided by, or arranged to be provided by, the Advisers. The Board also considered the procedures in place to track the Advisers’ allocation of time between the Fund and other clients. The Board concluded that the nature, extent and quality of the services provided by the Advisers under the Advisory Agreements has benefited and would continue to benefit the Fund.

 

(b)Investment Performance. The Board reviewed investment performance by considering the Fund’s performance compared to the performance of other credit interval funds and real estate interval funds with similar investment objectives and policies as the Fund. The Board concluded that the Fund’s performance was satisfactory and that the Fund’s performance supported the renewal of the Advisory Agreements.

 

(c)Fees and Expenses. The Board compared the Advisers’ fees to the advisory fees paid by other credit interval funds and real estate interval funds with similar investment strategies as the Fund. The Board also discussed other fees that may be received by affiliates of the Advisers in connection with administrative services provided to the Fund and property management and development services provided to real properties owned by the Fund. After discussion, the Board concluded that the Advisers’ fees were acceptable considering the quality of the services the Fund has received and expects to receive from the Adviser and in comparison to the fees paid by similar funds.

 

(d)Profitability. The Board considered the profits realized and the anticipated profits that may be realized by the Advisers under the Advisory Agreements, and whether the amount of profit is a fair profit for the services provided under the Advisory Agreements. Given the projected growth in assets for the coming year, the Board determined that the anticipated profitability to the Advisers would be reasonable.

 

(e)Economies of Scale. The Board considered whether the Advisers would realize economies of scale with respect to the services to be provided to the Fund. While the Fund has grown substantially in the past year, the Board concluded that economies of scale was not a relevant consideration at this time.

 

(f)Collateral Benefits. The Board considered whether the Advisers or their affiliates may receive other benefits as a result of their relationship with the Fund and determined that any reputational benefits that the Advisers might experience were reasonable.

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Privacy Policy (CIM LOGO)
CIM Group www.cimgroup.com

 

At CIM Group, including its funds, general partners, managers, investment advisers, broker dealer and other affiliates (“CIM”, “our”, “us” or “we”), we are committed to maintaining the confidentiality and privacy of your personal and financial information. The purpose of this Privacy Policy is to explain the types of personal information that CIM collects, how the personal information is obtained, how it is used and the choices that you have regarding our use of, and your ability to review and correct, the personal information we collect about you, among other things.

This Privacy Policy applies to CIM business activities that involve the collection and processing of personal information, including users accessing our website or parties engaging in communications or transactions with CIM. Please read this Privacy Policy as it provides important information regarding your use of our website, our data and privacy practices, and an explanation of your rights. If you do not agree with this Privacy Policy, please do not access or use the website or otherwise provide us personal information.

 

Last updated: December 2022

 

 

 

1.What Personal Information We Collect

 

The personal information we collect from or about you may include the following:

 

»Addresses and other identifiers – such as name, postal address, email address, phone number, account name, date of birth, Social Security number, driver’s license number, photograph, passport number, or other similar identifiers

 

»Protected status – such as citizenship, ethnic background, gender or other similar identifiers

 

»Electronic Communication – such as email communications, text communications, or other similar identifiers

 

»Financial information – such as bank account details, credit history, income details or other similar identifiers

 

»Commercial information – such as records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies or other similar identifiers

 

»Education or other professional information, including veteran status or other similar information

 

»Inferences drawn from personal information – such as individual profiles, preferences, characteristics, behaviors or other similar identifiers

 

Whether you choose to provide any particular information requested by CIM is completely your own choice. But, if you choose not to provide the information we request, you may be unable to receive or access certain services, offers and information.

 

We do not sell or share personal information, as those terms are defined in the California Consumer Privacy Act, as amended (“CCPA”).

 

2.Purpose for Collection

 

We may collect your personal information for the following purposes:

 

»Manage and administer your holding of interests in a fund, and any related accounts on an ongoing basis

 

»Assess and process any applications or requests made by you

 

»Open, maintain or close accounts in connection with your investment in, or redemption from, the fund scheme

 

»Send updates, information and notices or otherwise correspond

 

with you in connection with your investment in the fund scheme

 

»Address or investigate any complaints, claims, proceedings or disputes

 

»Provide you with, and inform you about, our investment products and services

 

»Send direct marketing communications to you

 

»Comply with applicable regulatory, accounting, tax and audit requirements

 

»Manage our risk and operations

 

»Assist with internal compliance with our policies and process

 

»Protect our business against fraud, breach of confidence, theft of proprietary materials, and other financial or business crimes (to the extent that this is not required of us by law)

 

»Facilitate business asset transactions involving the fund partnership or fund-related vehicles

 

»Monitor communications to/from us using our systems

 

3.Retention

 

We keep your personal information for as long as it is required by us for our legitimate business purposes, to perform our contractual obligations, to comply with regulatory requirements, in connection with any investment you are involved in, and in accordance with our data retention schedule. We may retain your personal information for a longer period if doing so is necessary to comply with our legal or reporting obligations, or as otherwise permitted or required by law. We may also retain your personal information in a deidentified or aggregated form so that it can no longer be associated with you. To determine the appropriate retention period for your personal information, we consider various factors, such as the amount, nature, and sensitivity of your information; the potential risk of unauthorized access, use or disclosure; the purposes for which we collect or process your personal information; and applicable legal requirements.

 

4.Cookies

 

Our website functions are based, in part, on your browser’s ability to accept cookie files. Cookies are pieces of information that a website transfers to your hard drive that allow you to more easily navigate a website and customize website features that are updated each time you visit a website. Our web servers may automatically recognize a visitor’s domain name (such as .com, .edu, etc.), the web page from which a visitor enters our website,

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2  |  CIM Group Privacy Policy

 

which pages a visitor visits on our website and on certain other websites, and/or how much time a visitor spends on each page. We may also use cookies to track you or your online activities over time or across websites. We aggregate this information and use it to evaluate and improve our website, or to support our advertising practices.

 

You may set your preferences to refuse cookies; however, this may limit your access to some areas of our website. If you have enabled your Internet browser to refuse cookies, we will not collect personal information about you. However, we do not respond to browser do-not-track signals.

 

5.Collecting the Personal Information of Minors

 

Our products and services are not directed to minors under the age of 16, and we do not knowingly collect or sell the personal information of minors.

 

6.Your Choices Regarding Direct Marketing

 

On occasion, we may use your personal information for direct marketing purposes and/or provide your personal information to affiliates for direct marketing purposes (e.g., to provide you with information, products and services that may be of interest to you in the context of the investment-related activities, when raising investments into our funds, in connection with future fundraising activities). If you do not wish to receive such marketing communications from us, please let us know that you would like to “opt out” by emailing us at privacy@cimgroup.com, contacting us at 1-833-687-3621 or using this webform.

 

Some email communications from us include instructions on how to stop receiving them. Please follow these instructions if you no longer wish to receive such email messages from us.

 

7.Online Advertising

 

We endeavor, in good faith, to adhere to self-regulatory advertising principles, such as the Digital Advertising Alliance’s Principles. If you are interested in learning more about and/or opting out of online behavioral advertising, sometimes called interest-based advertising, we encourage you to visit one of the advertising industry-developed opt-out pages, such as www.youradchoices.com or aboutads.info. Please note, we provide these links for your convenience only, we do not have access to, or control over, these sites’ use of cookies or other tracking technologies.

 

8.Protecting Your Personal Information

 

We implement and maintain reasonable data security safeguards appropriate to the nature of the personal information that we collect, use, retain, transfer or otherwise process. Our policy is to restrict access to your personal information to only those employees, service providers and other third parties who need to know that information to provide products or services to you. We maintain commercially reasonable physical, technical, and administrative safeguards consistent with industry standards and other applicable standards as required by law and we require service providers and third parties to do the same.

 

While we are committed to developing, implementing, maintaining, monitoring and updating a reasonable information security program, unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100%

secure. Data security incidents and breaches can occur due to vulnerabilities, criminal exploits or other factors that cannot reasonably be prevented. Accordingly, while our reasonable security program is designed to manage data security risks and thus help prevent data security incidents and breaches, it cannot be assumed that the occurrence of any given incident or breach results from our failure to implement and maintain reasonable security. As a result, while we strive to protect your personal information, you acknowledge that: (a) there are security and privacy limitations of the Internet which are beyond our control; (b) the security, integrity, and privacy of any and all information and data exchanged between you and us through the website cannot be guaranteed; and (c) any such information and data may be viewed or tampered with in transit by a third party.

 

9.Links to Third-Party Websites

 

Our websites may contain links to websites operated and maintained by third parties, over which we have no control. Privacy policies on such linked websites may be different from our Privacy Policy. You access such linked websites at your own risk. You should always read the Privacy Policy of a linked website before disclosing any personal information on such website.

 

10.Policy Changes

 

To improve the services we can offer you, and in connection with changes in our business operations, CIM may opt to expand or modify our capabilities for obtaining and processing information, including personal information, about users in the future. CIM will update this Privacy Policy when necessary to ensure that you are aware of developments in this area.

 

We will post those changes on our websites and update our Privacy Policy so that you will know what information we collect, how we use it and what choices you have. Regardless of any changes we make to our Privacy Policy, we will always use your personal information in accordance with the version of the Privacy Policy in place at the time you provided your information, unless you give your express consent for us to do otherwise or as otherwise permitted or required by applicable law.

 

11.Additional Privacy Terms

 

In conducting business with CIM or when using our websites, you may be required to agree to additional written or electronic agreements, including additional privacy terms and conditions (“Additional Privacy Terms”), as a condition to visiting the websites or receiving products, services and/or other information. In the event of any conflict between the Additional Privacy Terms and this Privacy Policy, the Additional Privacy Terms shall prevail but we will treat personal information that you provide to us before we adopt such Additional Privacy Terms in accordance with the terms of this Privacy Policy, unless and until you agree with the application of the Additional Privacy Terms to your personal information collected by us prior to the updates or amendments or as otherwise permitted or required by applicable law.

 

12.Your Feedback

 

To help us improve our Privacy Policy and practices, please give us your feedback by emailing us at privacy@cimgroup.com, contacting us at 1-833-687-3621 or using this webform.

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13.California Privacy Rights and Disclosures

 

This California Privacy Rights and Disclosure section addresses legal obligations and rights specified in the California Consumer Privacy Act, or CCPA, as amended. For the purposes of this section (California Privacy Rights and Disclosures), personal information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular consumer or household. If you need access to this privacy policy in a different format for accessibility reasons, please email us at privacy@cimgroup.com, contact us at 1-833-687-3621 or use this webform.

 

These obligations and rights apply to businesses doing business in California and to California residents and information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with California consumers or households. It does not include deidentified or aggregate information, publicly available information, or lawfully obtained, truthful information that is a matter of public concern.

 

The following chart describes the categories of personal information we may collect or have collected about you in the past 12 months and, for each category, where and why we collect it, and the categories of entities to whom we disclose the personal information, if any:

 

Category of
Personal Information (PI)
Sources From Which
PI is/was Collected
Purpose of Collection Categories of Entities with
Whom PI is/was Disclosed

Address and other identifiers – such as name, postal address, email address, phone number, account name, date of birth, Social Security number, driver’s license number, photograph, passport number, or other similar identifiers

 

NOTE: The information in this category may include the following elements of Sensitive Personal Information: social security number, driver’s license number, state identification card number, and/or passport number.

 

»  Directly from you;

»  Automatically when you use our Site or services;

»  From third parties; including business partners, your employer, tax authorities and background/credit check providers; and

»  Publicly available sources

 

»  To provide you services;

»  To contact you to discuss the services or products you receive from us;

»  To respond to any questions or concerns you have raised;

»  To deal with administrative matters such as capital calls or redemptions;

»  To perform services on our behalf, such as customer service, processing or fulfilling orders,;

»  To otherwise carry out our obligations arising under our contract with you and to enforce the same;

»  To carry out anti-money laundering and other compliance checks and controls;

»  To verify your identity or for other fraud and/or crime prevention;

»  To debug errors in our systems;

»  For marketing and advertising purposes; and

»  For internal research, analytics and development.

»  Professional advisers, including depositories, administrators, custodians, investment advisers, accountancy and legal firms, in order to provide us with advice and services;

»  Service providers, including to provide and support our data management, analytics, security, background and credit checks, and storage systems;

»  Group companies, for business, marketing and operational purposes;

»  Transaction (merger and acquisition) partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by us, our parent company, or affiliated operating companies; and

»  Government authorities or other entities with legal authority to request the information

Protected status – such as citizenship, ethnic background, gender or other similar identifiers

 

NOTE: The information in this category may include the following elements of Sensitive Personal Information: racial, ethnic, or national origin.

 

»  Directly from you;

»  From third parties; including business partners, your employer and background/credit check providers; and

»  Publicly available sources

 

»  To provide you services;

»  To contact you to discuss the services or products you receive from us;

»  To respond to any questions or concerns you have raised;

»  To deal with administrative matters;

»  To perform services on our behalf;

»  To otherwise carry out our obligations arising under our contract with you and to enforce the same;

»  To carry out anti-money laundering and other compliance checks and controls; and

»  To verify your identity or for other fraud and/or crime prevention.

»  Professional advisers, including depositories, administrators, custodians, investment advisers, accountancy and legal firms, in order to provide us with advice and services;

»  Service providers, including to provide and support our data management, analytics, security, background and credit checks, and storage systems;

»  Group companies, for business, marketing and operational purposes;

»  Transaction (merger and acquisition) partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by us, our parent company, or affiliated operating companies; and

»  Government authorities or other entities with legal authority to request the information

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Category of Personal Information (PI)

Sources From Which

PI is/was Collected

Purpose of Collection

Categories of Entities with
Whom PI is/was Disclosed

Electronic Communication such as email communications and text messages

 

NOTE: The information in this category may include the following elements of Sensitive Personal Information: the contents of mail, email, or text messages, to which the business was not the intended recipient.

» Automatically when you use our Site or services

»  To debug errors in our systems;

»  For marketing and advertising purposes; and

»  For internal research, analytics and development.

 

»  Group companies, for business, marketing and operational purposes

Financial information such as bank account details, credit history, income details, assets and investment experience, risk tolerance or other similar identifiers

 

NOTE: The information in this category may include the following elements of Sensitive Personal Information: log-in, financial account, debit card, or credit card number, in combination with any required security or access code, password, or credential allowing access to an account.

»  Directly from you;

»  From your employer;

»  Automatically when you use our Site or services;

»  From third parties acting on your behalf; including business partners, accountancy and law firms; and

»  Background/credit check providers

»  To provide you services;

»  To deal with administrative matters such as invoicing, renewal or to audit customer transactions;

»  To perform services on our behalf, such as processing capital calls or redemptions;

»  To otherwise carry out our obligations arising under our contract with you and to enforce the same;

»  To carry out anti-money laundering and other compliance checks and controls; and

»  To verify your identity or for other fraud and/or crime prevention.

 

»  Professional advisers, including depositories, administrators, custodians, investment advisers, accountancy and legal firms, in order to provide us with advice and services;

»  Service providers, including to provide and support our data management, analytics, security, and storage systems;

»  Group companies, for business, marketing and operational purposes;

»  Transaction partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by us, our parent company, or affiliated operating companies; and

»  Government authorities or other entities with legal authority to request the information

Commercial information – such as records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies or other similar identifiers

»  Directly from you;

»  Automatically when you use our Site or services;

»  From third parties acting on your behalf; including business partners and law firms; and

»  Through publicly available sources

 

»  To provide you services; and

»  To otherwise carry out our obligations arising under our contract with you and to enforce the same.

»  Professional advisers, including depositories, administrators, custodians, investment advisers, accountancy and legal firms, in order to provide us with advice and services;

»  Group companies, for business, marketing and operational purposes;

»  Transaction partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by us, our parent company, or affiliated operating companies; and

»  Government authorities or other entities with legal authority to request the information

Education or other professional information, including veteran status or other similar identifiers

 

NOTE: The information in this category may include the following elements of Sensitive Personal Information: union membership.

»  Directly from you;

»  From your employer; and

»  Through publicly available sources

 

»  To provide you services; and

»  To otherwise carry out our obligations arising under our contract with you and to enforce the same.

 

»  Group companies, for business, marketing and operational purposes;

»  Transaction partners, including to facilitate the diligence, negotiation, and completion phases of transactions contemplated by you, us, our parent company, or affiliated operating companies; and

»  Government authorities or other entities with legal authority to request the information

Inferences drawn from CCPA PI – such as individual profiles, preferences, characteristics, behaviors or other similar identifiers

»  Directly from you;

»  Automatically when you use our Site or services; and

»  From third parties; including business partners or firms acting on your behalf

»  To provide you services;

»  To contact you to discuss the services or products you receive from us;

»  To respond to any questions or concerns you have raised;

»  To deal with administrative matters;

»  To perform services on your behalf, such as booking travel arrangements;

»  To otherwise carry out our obligations arising under our contract with you and to enforce the same;

»  For marketing and advertising purposes; and

»  For internal research, analytics and development

»  Group companies, for business, marketing and operational purposes

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a.Your Right to Request Disclosure of Information We Collect and Disclose about You

 

If you are a California resident, the CCPA grants you the right to request certain information about our practices with respect to personal information. In particular, you can request the following:

 

1. The categories of your personal information that we’ve collected.

 

2. The specific pieces of your personal information that we’ve collected.

 

3. The categories of sources from which we collected your personal information.

 

4. The categories of your personal information that we’ve sold or disclosed for a business purpose.

 

5. The business or commercial purposes for which we collected, sold or shared your personal information.

 

6. The categories of third parties to whom we’ve disclosed your personal information.

 

To exercise your CCPA right to request this information, either email us at privacy@cimgroup.com, contact us at 1-833-687-3621 or use this webform. These requests for disclosure are generally free.

 

b. Your Right to Request the Deletion of Personal Information

 

Upon your request, and subject to certain exceptions, we will delete, and direct applicable service providers to delete, the personal information we have collected about you.

 

To exercise your right to request the deletion of your personal information, either email us at privacy@cimgroup.com, contact us at 1-833-687-3621 or use this webform. These requests for deletion are generally free.

 

c. Your Right to Ask Us Not to Sell or Share Your Personal Information

 

We do not, and will not, sell or share your personal information.

 

d. Your Right to Request the Correction of Your Personal Information

 

Upon your request, and subject to certain limitations, we will correct any inaccurate personal information we maintain about you.

 

To exercise your right to request the correction of your personal information, either email us at privacy@cimgroup.com, contact us at 1-833-687-3621 or use this webform. These requests for correction are generally free.

 

e. Our Use or Disclosure of Sensitive Personal Information

 

We only use and disclose Sensitive Personal Information for the purposes set forth in Section 7027(m) of the CCPA regulations.

 

f. Our Support for the Exercise of Your Data Rights

 

We are committed to providing you control over your personal information. If you exercise any of these rights explained in this section of the Privacy Policy, we will not disadvantage you. You will not be denied or charged different prices or rates for goods or services or provided a different level or quality of goods or services.

g. How We Will Handle a Request to Exercise Your Rights

 

For requests for access or deletion, we will first acknowledge receipt of your request. We will provide a substantive response to your request as soon as we can, generally within 45 days from when we receive your request, although we may be allowed to take longer to process your request under certain circumstances. If we expect your request is going to take us longer than normal to fulfil, we’ll let you know.

 

When you make a request to access, correct, or delete your personal information, we will take steps to verify your identity. These steps may include asking you for personal information, such as your name, address, or other information we maintain about you. If we are unable to verify your identity with the degree of certainty required, we will not be able to respond to the request. We will notify you to explain the basis of the denial.

 

You may also designate an authorized agent to submit requests on your behalf. If you do so, you will be required to verify your identity by providing us with certain personal information as described above. Additionally, we will also require that you provide the agent with written permission to act on your behalf, and we will deny the request if the agent is unable to submit proof to us that you have authorized them to act on your behalf.

 

14. European Privacy Rights and Disclosures

 

This European Privacy Rights and Disclosure section addresses legal obligations and rights specified in the General Data Protection Regulation, or GDPR. These obligations and rights apply to individuals who are located in the European Economic Area. This section describes the policies and procedures followed by CIM regarding the collection, use and disclosure of your personal data when you visit the website, or otherwise interact with CIM. For the purposes of this section (European Privacy Rights and Disclosures), personal data means any information relating to an identified or identifiable natural person, either directly or indirectly.

 

According to the GDPR, CIM is the controller of your personal data.

 

a. Collection of Your Personal Data

 

When you visit the website, receive services from us or otherwise interact with us, we may collect the following personal data about you: your name, postal address, email address, phone number, account name, date of birth, Social Security number, driver’s license number, photograph, passport number, employer, job title, bank account information, financial information such as your income and net worth, risk tolerance and transaction history, details about your investment activity or retirement portfolios and information about your transactions with us such as the investment amount and any contributions and/or distributions, as well as any other information you choose to provide to us.

 

Where CIM carries out background checks on certain individuals for a business purpose, this may involve the processing of data relating to criminal convictions and offences. This data will only be processed where such processing is specifically required or authorized by law.

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b. Use of Your Personal Data

 

We may use the personal data you give us to carry out the following purposes:

 

To contact you and to respond to your requests and enquiries when you contact us or subscribe to receive email alerts: We have a legitimate interest to respond to your requests and enquiries for ongoing business administration.

 

To deliver services to you: To manage and perform our contract with you.

 

For business administration, including statistical analysis: We have a legitimate interest to properly manage and administer our relationship with you and to ensure that we are effective and efficient.

 

To personalise your visit to the website and to assist you while you use the websites: We have a legitimate interest to properly manage and administer our relationship with you and to ensure that we are effective and efficient.

 

To improve the website by helping us understand who uses the websites: We have a legitimate interest to properly manage and administer our relationship with you and to ensure that we are effective and efficient.

 

For fraud prevention and detection and to comply with applicable laws, regulations or codes of practice: To comply with our legal obligations.

 

c. Sharing Your Personal Data

 

We may share your personal information with others, but only in certain limited situations, including: (i) within our corporate group or among our affiliated entities, all of which follow this Privacy Policy or equivalent privacy policies; (ii) with our service providers or other parties who agree to keep your personal information confidential and use it only on behalf of CIM; (iii) if your investment is transferred from your current custodian to another custodian, we provide your contact details, tax identification number and other personal information contained within transfer documents to the new custodian on your behalf; and (iv) as otherwise agreed by you. Third parties with whom we share your personal information are bound to comply with similar and equally stringent undertakings of privacy and confidentiality.

 

In some cases, we may be required to disclose certain personal information to comply with legal or regulatory obligations; to comply with the charter of the applicable entity into which you invest; to detect and protect against fraud, or any technical or security vulnerabilities; for an investigation or a legal process, such as a court order or subpoena; to respond to an emergency; or otherwise to protect the rights, property, safety, or security of third parties, visitors to the website, our businesses, or the public. In addition, CIM may disclose certain personal information to any third party that acquires, or is interested in acquiring, all or part of CIM’s assets or shares, or that succeeds CIM in carrying on all or a part of its business, whether by merger, acquisition, reorganization or otherwise.

d. International Transfers

 

When you are based in the European Union (the “EU”), personal data collected from you, including via the websites may be transferred to certain recipients located outside the EU, which do not provide a similar or adequate level of protection to that provided by countries in the EU. You hereby consent to the transfer of your personal data to recipients as described in this Privacy Policy which are located outside of the EU. You may withdraw your consent at any time. The withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal.

 

e. Rights of Individuals

 

You may have certain data privacy rights which may be subject to limitations and/or restrictions. These rights include the right to: (i) request access to and rectification and erasure of your personal data; (ii) obtain restriction of processing or to object to processing of your personal data; and (iii) ask for a copy of your personal data to be provided to you, or a third party, in a digital format. You also have the right to lodge a complaint about the processing of your personal data with your local data protection authority. If you would like to exercise any of these rights, please feel free to email us at privacy@cimgroup.com, contact us at 1-833-687-3621 or use this webform.

 

15. Canadian Privacy Rights and Disclosures

 

If you are in Canada, you have a right to request access to your personal information and to request a correction to it if you believe it is inaccurate. To exercise these rights, please email us at privacy@cimgroup.com, contact us at 1-833-687-3621 or use this webform. Please note, however, that in some cases we may not be able to allow you to access certain personal information in certain circumstances, for example if it contains personal information of other persons, or for legal reasons.

 

When you make a request to exercise your rights, we will take steps to verify your identity. These steps may include asking you for personal information, such as your name, address, or other information we maintain about you. If we are unable to verify your identity with the degree of certainty required, we will not be able to respond to the request. We will notify you to explain the basis of the denial.

 

For information on withdrawing your consent to the processing of your personal information, please email us at privacy@cimgroup.com, contact us at 1-833-687-3621 or use this webform.

 

Please note that some or all of the personal information we collect may be stored or processed on servers located outside Canada and your jurisdiction of residence, including in the United States, whose data protection laws may differ from the jurisdiction in which you live. As a result, this information may be subject to access requests from governments, courts, or law enforcement in those jurisdictions according to laws in those jurisdictions.

(CIM LOGO) 4700 Wilshire Boulevard, Los Angeles, CA 90010  |  833-687-3621  |  www.cimgroup.com/privacy-policy  |  ©2022

 

CORP-PRVC-2 (12/22)

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(BACK COVER)

 

 

(b) Not applicable

 

Item 2. Code of Ethics.

 

Not applicable to semi-annual report on Form N-CSR.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable to semi-annual report on Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable to semi-annual report on Form N-CSR.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to semi-annual report on Form N-CSR.

 

Item 6. Investments.

 

  (a)

The Registrant’s full schedule of investments is included as part of the semi-annual report to stockholders included in Item 1 of this Form N-CSR.

 

  (b) Not applicable.

 

Item 7. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

A statement regarding basis for approval of the Investment Advisory Agreement is included in the Registrant’s Report to Stockholders under Item 1 herein.

 

Item 8. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to semi-annual report on Form N-CSR.

 

  Item 9. Portfolio Managers of Closed-End Management Investment Companies.

 

  (a) Not applicable to semi-annual report on Form N-CSR.

 

  (b)

There has been no change, as of the date of the filing of this semi-annual report on Form N-CSR, to any of the portfolio managers identified in response to paragraph (a)(1) of this item in the Registrant’s most recent annual report on Form N-CSR.

 

 

Item 10. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

No such purchases were made by or on behalf of the Registrant during the period covered by this semi-annual report on Form N-CSR.

 

Item 11. Submission of Matters to a Vote of Security Holders.

 

There were no material changes to the procedures by which the Registrant’s shareholders may recommend nominees to the Registrant’s board of trustees during the period covered by this semi-annual report on Form N-CSR.

 

Item 12. 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”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(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 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 13. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

Item 14. Recovery of Erroneously Awarded Compensation.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

Item 15. Exhibits.

 

(a)(1)   Not applicable.

 

  (a)(2) Not applicable to semi-annual report on Form N-CSR.

 

(a)(3)   Certifications as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)) are attached hereto as Exhibits 99.302(i) CERT.

 

(b)       Certifications as required by Rule 30a-2(b) of the 1940 Act, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.906 CERT.

 

 

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.

 

CIM REAL ASSETS & CREDIT FUND

 

By: /s/ David Thompson  
  David Thompson 
  Chief Executive Officer and Trustee (Principal Executive Officer)

 

Date: June 7, 2024

 

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/ David Thompson  
  David Thompson
  Chief Executive Officer and Trustee (Principal Executive Officer)

 

Date: June 7, 2024

 

By: /s/ Barry N. Berlin  
  Barry N. Berlin 
  Chief Financial Officer and Treasurer (Principal Financial Officer)

 

Date: June 7, 2024