N-CSR 1 soundpt_ncsr.htm ANNUAL CERTIFIED SHAREHOLDER REPORT soundpt_ncsr.htm




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  811-22768



Sound Point Floating Rate Income Fund
(Exact name of registrant as specified in charter)



375 Park Avenue, 25th Floor
 New York, New York 10152
(Address of principal executive offices) (Zip code)



Stephen J. Ketchum
c/o Sound Point Capital Management, L.P.
375 Park Avenue, 25th Floor
New York, NY 10152
(Name and address of agent for service)



(212) 895-2260
Registrant's telephone number, including area code



Date of fiscal year end: August 31

Date of reporting period:  August 31, 2013
 
 
 

 
 
Item 1. Reports to Stockholders.

 
Sound Point Floating Rate Income Fund
 

 

 

 
Annual Report
 
August 31, 2013
 
 
 
 

 
 
Sound Point Floating Rate Income Fund
TABLE OF CONTENTS
 
 
Shareholder Letter 
   
Allocation of Portfolio Holdings 
   
Schedule of Investments 
   
Statement of Assets & Liabilities
11 
   
Statement of Operations  12 
   
Statement of Changes in Net Assets  13 
   
Statement of Cash Flows  14 
   
Financial Highlights  15 
   
Notes to the Financial Highlights  16 
   
Report of Independent Registered Public Accounting Firm 22 
   
Additional Information 23 
   
Trustees and Officers  24 
   
Privacy Notice 25
 
 
 
2

 
 
Sound Point Floating Rate Income Fund
SHAREHOLDER LETTER
August 31, 2013
 
 

 
Dear Investors,

I am pleased to provide the Annual Report for the Sound Point Floating Rate Income Fund (the “Fund”) for the fiscal year ended August 31, 2013.

The Fund’s investment objective is to provide consistently strong risk-adjusted returns. The Fund seeks to achieve its objective by identifying fundamentally attractive floating rate loans or variable-rate investments, which pay interest at variable-rates and are determined periodically, on the basis of a floating base lending rate, such as the London Interbank Offered Rate, or LIBOR, with or without a floor plus a fixed spread and other investments including senior secured and unsecured bonds, and by creating a portfolio with an optimal blend of these assets.

Over the nine month period ended August 31, 2013 (since the Fund’s inception on December 1, 2012), the Fund generated a net return of 6.40% as compared to the Fund’s benchmark, the Credit Suisse Leveraged Loan Index, return of 4.71% over the same period of time.  We have experienced one negative month (June 2013) in which the Fund returned -0.09% on a net basis as compared to the Credit Suisse Leveraged Loan Index return of -0.55% that same month.  The Fund has experienced no individual loan defaults within the portfolio.

As of August 31, 2013, the Fund held 92.6% of its assets in first and second-lien secured bank loans and the balance in cash.  The Fund was invested in 81 companies diversified across 37 industries as of August 31, 2013, with its top five positions represent 14.80% of Fund assets and the top five industry groups represent 32.50% of Fund assets.  The top industry weighting was Financial Services where we have particular expertise and access through our parent company, Stone Point Capital.

Market Update - Over the nine month period ended August 31, 2013, the 10-Year Treasury rose from 1.63% to 2.78%.  The move, which largely occurred in mid-May, was driven by changing expectations surrounding US monetary policy and signals by the Federal Reserve that they would begin tapering their quantitative easing program as early as the Fall.  Though not a dramatic move, it nevertheless caught the capital markets off guard and impaired fixed income investors.  Though not completely immune, floating rate loans outperformed, buoyed by continued inflows and healthy demand from institutional and retail investors (through loan mutual funds and ETFs).  For the first six months of 2013, this demand was driven primarily by CLOs, representing 58% of new issue buyers, followed by retail investors at 26%, hedge funds at 8% and insurance companies at 8%.

Loan spreads ended the period at 509 basis points, still wide of the 453 basis points 20-year historical average.  The trailing 12-month institutional leveraged loan default rate increased slightly to 2.71%.

Corporate fundamentals remain strong and market technicals have also begun to shift in favor of senior loans.  An eventual tapering of quantitative easing should bode well for loans and we believe we are well positioned to take advantage.

We thank our investors for your support and welcome your questions and comments.

Sincerely,

Stephen Ketchum
Founder and Managing Partner of Sound Point Capital Management, LP,
Chairman of the Board of Trustees and President of Sound Point Floating Rate Income Fund
 
 
3

 
 
DISCLAIMER: The information contained herein is confidential and is intended solely for the person to whom it has been delivered.  It is not to be reproduced, used, distributed or disclosed, in whole or in part, to third parties without the prior written consent of Sound Point Capital Management LP.

Performance results are presented on a net of fee basis, reflect the total returns for Sound Point Floating Rate Income Fund as a whole and do not represent the return of any individual investor. Results reflect the deduction of all fund expenses including management fees, brokerage commission, and administrative expenses.  An investor’s return may vary from these returns based on the timing of investment.  Net performance includes the reinvestment of all dividends, interest, and capital gains.

The return of the Credit Suisse Leverage Loan Index shown herein is intended to show relative market performance for the periods indicated and not as standards of comparison. Index returns include the reinvestment of dividends and are provided to show an example of alternate return potential during the relevant time periods; however, indices may possess different investment attributes that may make comparisons difficult such as volatility, liquidity, market capitalization, and security types.  Indices are not subject to any of the fees or expenses to which Sound Point Floating Rate Income Fund is subject.

The views expressed are the opinions and projections of Sound Point Capital Management LP through the period ending August 31, 2013, and are subject to change based on market and other conditions.  The opinions expressed may differ from those with different investment philosophies. Sound Point Capital Management LP does not represent that any opinion or projection will be realized.  The information presented herein, including, but not limited to, Sound Point Capital Management LP’s investment experience/views, returns or performance, investment strategies, risk management, market opportunity, representative strategies, portfolio construction, expectations, targets, parameters, guidelines, and positions may involve Sound Point Capital Management LP’s views, estimates, assumptions, facts and information from other sources that are believed to be accurate and reliable as of the date this information is presented—any of which may change without notice. Sound Point Capital Management LP has no obligation (express or implied) to update any or all of the information contained herein or to advise you of any changes; nor does Sound Point Capital Management LP make any express or implied warranties or representations as to the completeness or accuracy or accept responsibility for errors. The information presented is for illustrative purposes only and does not constitute an exhaustive explanation of the investment process, investment strategies or risk management.

The analyses and conclusions of Sound Point Capital Management LP contained in this information include certain statements, assumptions, estimates and projections that reflect various assumptions by Sound Point Capital Management LP concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes.

As with any investment strategy, there is potential for profit as well as the possibility of loss.  Sound Point Capital Management LP does not guarantee any minimum level of investment performance or the success of any portfolio or investment strategy. All investments involve risk and investment recommendations will not always be profitable. Past performance is no guarantee of future results.  Investment returns and principal values of an investment will fluctuate so that an investor's investment may be worth more or less than its original value. 

The information provided herein is for informational purposes only and does not constitute investment advice and should not be relied on as such. This information should not constitute an offer to sell or the solicitation of any offer to buy any interests in the any fund managed by Sound Point Capital Management LP or any of its affiliates.  Such an offer to sell or solicitation of any offer to buy interests may only be made pursuant to definitive subscription documents between a fund and an investor.
 
 
4

 
 
Sound Point Floating Rate Income Fund
         
ALLOCATION OF PORTFOLIO HOLDINGS
         
(Calculated as a percentage of Total Investments)
         
August 31, 2013
           
 
 
 

 
 
Sound Point Floating Rate Income Fund
                   
SCHEDULE OF INVESTMENTS
                   
August 31, 2013
                   
                       
     
Effective
interest
rate1
 
Due date
 
Cost
   
Fair value
 
                       
Bank Loans2 — United States — 97.59%3
                   
 
Agricultural Suppy & Distribution — 3.52%3
                   
 
Pinnacle Operating Corporation
    4.750 %
11/15/2018
  $ 171,570     $ 172,696  
 
Pinnacle Operating Corporation
    11.500  
5/13/2019
    436,586       453,200  
 
Total Agricultural Suppy & Distribution
              608,156       625,896  
                             
 
Automotive — 1.21%3
                         
 
August U.S. Holding Company, Inc.
    10.500  
4/29/2019
    216,365       215,568  
                             
 
Breweries — 2.83%3
                         
 
North American Breweries
    7.500  
12/11/2018
    488,219       502,475  
                             
 
Broadcasting — 0.83%3
                         
 
NEP Broadcasting, LLC
    9.500  
8/18/2020
    141,464       146,741  
                             
 
Building Products — 2.21%3
                         
 
C.H.I. Overhead Doors
    5.500  
3/18/2019
    179,646       180,848  
 
Continental Building Products LLC
    8.500  
2/15/2021
    60,390       61,152  
 
Quality Home Brands Holdings LLC
    6.750  
6/30/2014
    150,913       150,866  
 
Total Building Products
              390,949       392,866  
                             
 
Chemicals — 1.67%3
                         
 
Matrix Service Company
    7.750  
12/4/2020
    138,600       142,100  
 
OXEA
    8.250  
6/5/2020
    67,668       68,129  
 
Royal Adhesives & Sealants, LLC
    9.750  
1/25/2019
    84,281       86,860  
 
Total Chemicals
              290,549       297,089  
                             
 
Cinema Services — 0.30%3
                         
 
AUFINCO PTY Limited
    8.250  
11/30/2020
    52,477       53,166  
                             
 
Communication Services — 6.52%3
                         
 
Asurion
    3.500  
7/8/2020
    40,542       40,366  
 
ConvergeOne
    9.250  
5/9/2019
    360,731       363,712  
 
FairPoint Communications, Inc.
    7.500  
2/14/2019
    493,957       499,062  
 
Hemisphere Media Group, Inc.
    6.250  
7/30/2020
    58,411       59,295  
 
Puerto Rico Cable Acquistion Company Inc.
    5.250  
7/31/2018
    196,015       197,492  
 
Total Communication Services
              1,149,656       1,159,927  
                             
 
Communication Technology — 1.48%3
                         
 
Sorenson Communications
    9.500  
10/31/2014
    268,046       262,740  
                             
 
Consumer Products — 1.41%3
                         
 
Hunter Fan Company
    6.500  
12/20/2017
    247,079       250,102  
 
 
6

 
 
Sound Point Floating Rate Income Fund
                   
SCHEDULE OF INVESTMENTS
                   
August 31, 2013
                 
     
Effective
interest
rate1
 
Due date
 
Cost
   
Fair value
 
                             
 
Customs Brokerage — 1.20%3
                         
 
Livingston International
    9.000 %
4/17/2020
  $ 206,873     $ 212,759  
                             
 
Education Services — 3.76%3
                         
 
Ascend Learning
    7.000  
5/23/2017
    190,284       190,761  
 
McGraw-Hill Education
    9.000  
3/22/2019
    168,150       175,213  
 
Springer Science+Business Media
    5.000  
8/14/2020
    294,341       303,201  
 
Total Education Services
              652,775       669,175  
                             
 
Energy Services — 6.67%3
                         
 
Alinta Energy
    6.375  
8/7/2019
    68,669       69,396  
 
Bowie Resources, LLC
    6.750  
8/17/2020
    153,268       158,395  
 
Bowie Resources, LLC
    11.750  
2/9/2021
    33,602       33,775  
 
Fairmount Minerals
    5.000  
9/3/2019
    71,640       72,238  
 
NFR Energy
    8.750  
12/31/2018
    495,229       506,565  
 
Oxbow Carbon LLC
    8.000  
1/18/2020
    57,420       58,870  
 
Stallion Oilfield Services Ltd.
    8.000  
6/19/2018
    207,930       210,252  
 
US Infrastructure Holdings, LLC
    4.750  
7/30/2020
    75,620       76,304  
 
Total Energy Services
              1,163,378       1,185,795  
                             
 
Entertainment Services — 0.94%3
                         
 
AMF Bowling Worldwide, Inc.
    8.750  
6/28/2018
    163,958       167,732  
                             
 
Financial Services — 7.68%3
                         
 
AlixPartners
    9.000  
7/2/2021
    48,515       49,980  
 
BATS Global Markets, Inc.
    7.000  
12/19/2018
    427,341       447,633  
 
Guggenheim Partners, LLC
    3.250  
7/22/2020
    60,849       61,531  
 
Liquidnet Holdings, Inc.
    9.250  
5/3/2017
    223,921       226,974  
 
Orchard Acquisition Company, LLC
    9.000  
2/8/2019
    241,619       249,538  
 
Walter Investment Management Corp.
    5.750  
11/28/2017
    326,010       330,522  
 
Total Financial Services
              1,328,255       1,366,178  
                             
 
Food Service — 0.51%3
                         
 
CTI Foods Holding Co., LLC
    8.250  
6/14/2019
    88,667       89,775  
                             
 
Forest Products — 1.39%3
                         
 
Vestcom International, Inc.
    7.000  
12/26/2018
    245,195       247,506  
 
 
7

 
 
 
Sound Point Floating Rate Income Fund
                   
SCHEDULE OF INVESTMENTS
                   
August 31, 2013
                 
     
Effective
interest
rate1
 
Due date
 
Cost
   
Fair value
 
                             
 
Gaming — 2.99%3
                         
 
Bally Technologies, Inc.
    4.250 %
8/21/2020
  $ 89,550     $ 90,027  
 
CBAC Borrower, LLC
    8.250  
7/2/2020
    45,552       47,495  
 
Ceasar's Entertainment Operating Company Inc.
    9.500  
10/31/2016
    41,205       40,932  
 
Ceasar's Entertainment Operating Company Inc.
    5.250  
1/29/2018
    200,646       199,800  
 
Ceasar's Entertainment Operating Company Inc.
    5.440  
1/29/2018
    104,025       102,790  
 
Ceasar's Entertainment Operating Company Inc.
    9.500  
1/29/2018
    50,730       50,394  
 
Total Gaming
              531,708       531,438  
                             
 
Health Care Products — 0.70%3
                         
 
Water Pik, Inc.
    5.750  
7/8/2020
    124,475       125,095  
                             
 
Health Care Services — 4.51%3
                         
 
Carestream Health, Inc.
    9.500  
12/4/2019
    134,260       136,401  
 
DSI Renal, Inc.
    5.250  
8/15/2020
    78,212       78,803  
 
Genex Services, Inc.
    5.250  
7/26/2018
    78,605       79,593  
 
Therakos, Inc.
    7.500  
12/27/2017
    241,929       249,216  
 
Therakos, Inc.
    11.250  
7/18/2018
    242,972       257,500  
 
Total Health Care Services
              775,978       801,513  
                             
 
Human Resource Services — 2.24%3
                         
 
TriNet Group, Inc.
    5.000  
8/20/2020
    126,723       127,194  
 
TriNet Group, Inc.
    8.750  
2/12/2021
    269,500       270,875  
 
Total Human Resource Services
              396,223       398,069  
                             
 
Insurance Services — 5.94%3
                         
 
Applied Systems, Inc.
    8.250  
6/8/2017
    42,893       43,374  
 
Cooper Gay Swett & Crawford Ltd.
    8.250  
10/5/2020
    91,639       94,569  
 
Sedgwick Claims Management Services, Inc.
    8.000  
12/12/2018
    463,732       473,573  
 
StoneRiver, Inc.
    4.500  
11/29/2019
    219,898       221,133  
 
StoneRiver, Inc.
    8.500  
5/14/2020
    219,895       223,630  
 
Total Insurance Services
              1,038,057       1,056,279  
                             
 
Laundry Services — 0.57%3
                         
 
Spin Holdco, Inc.
    4.250  
11/14/2019
    100,500       101,411  
                             
 
Manufacturing — 5.81%3
                         
 
Grede Holdings LLC
    7.000  
5/2/2018
    243,704       245,782  
 
International Equipment Solutions, LLC
    6.750  
8/31/2020
    63,044       63,322  
 
Power Buyer, LLC
    8.250  
11/6/2020
    77,220       76,830  
 
Tomkins Air Distribution Technologies, Inc.
    9.250  
5/11/2020
    138,550       139,400  
 
WP CPP Holdings, LLC
    5.750  
12/27/2019
    248,750       248,750  
 
WP CPP Holdings, LLC
    10.500  
6/19/2020
    245,113       258,750  
 
Total Manufacturing
              1,016,381       1,032,834  
 
 
8

 
 
Sound Point Floating Rate Income Fund
                   
SCHEDULE OF INVESTMENTS
                   
August 31, 2013
                 
     
Effective
interest
rate1
 
Due date
 
Cost
   
Fair value
 
                             
 
Manufacturing Services — 0.73%3
                         
 
Distribution International, Inc.
    8.750 %
6/21/2019
  $ 128,700     $ 129,428  
                             
 
Marine Transportation and Manufacturing — 1.57%3
                   
 
Commercial Barge Line Company
    7.500  
9/23/2019
    102,723       100,286  
 
Navios Maritime Partners L.P.
    5.250  
6/27/2018
    172,487       179,520  
 
Total Marine Transportation and Manufacturing
              275,210       279,806  
                             
 
Marketing Services — 2.45%3
                         
 
Advanstar Communications Inc.
    9.500  
6/6/2020
    89,649       91,227  
 
Merrill Corporation
    7.250  
3/8/2018
    246,459       251,548  
 
Van Wagner Communications, LLC
    6.500  
8/3/2018
    91,000       92,365  
 
Total Marketing Services
              427,108       435,140  
                             
 
Media Products — 1.85%3
                         
 
Playboy Enterprises, Inc.
    7.250  
3/6/2017
    322,585       329,634  
                             
 
Packaging Supplier — 1.63%3
                         
 
Berlin Packaging, LLC
    8.750  
3/31/2020
    233,056       233,740  
 
RanPak Corp.
    8.500  
3/27/2020
    53,479       55,485  
 
Total Packaging Supplier
              286,535       289,225  
                             
 
Pharmaceutical Products — 3.04%3
                         
 
Alvogen
    7.000  
5/23/2018
    180,244       181,166  
 
Covis Pharmaceuticals, Inc.
    6.000  
4/4/2019
    357,105       358,444  
 
Total Pharmaceutical Products
              537,349       539,610  
                             
 
Real Estate Services — 1.01%3
                         
 
RentPath, Inc.
    6.250  
5/29/2020
    178,402       179,488  
                             
 
Relocation Services — 2.81%3
                         
 
SIRVA, Inc.
    7.500  
3/22/2019
    489,104       499,997  
                             
 
Retail — 1.43%3
                         
 
Collective Brands, Inc.
    7.250  
10/9/2019
    248,750       253,516  
                             
 
Technology Services — 4.54%3
                         
 
Eastman Kodak Company
    7.250  
7/31/2019
    219,520       219,789  
 
Latisys
    6.500  
3/6/2019
    455,869       458,142  
 
LTS Buyer, LLC
    8.000  
4/1/2021
    127,710       129,806  
 
Total Technology Services
              803,099       807,737  
 
 
9

 
 
Sound Point Floating Rate Income Fund
                   
SCHEDULE OF INVESTMENTS
                   
August 31, 2013
                 
                             
 
Technology Software — 4.51%3
                         
 
Aderant Holdings, Inc.
    6.250 %
12/20/2018
  $ 494,201     $ 496,880  
 
RP Crown Parent, LLC
    6.750  
12/21/2018
    296,367       305,666  
 
Total Technology Software
              790,568       802,546  
                             
 
Telecommunication Services — 3.15%3
                         
 
Global Tel*Link Corporation
    9.000  
11/20/2020
    468,453       466,248  
 
Securus Technologies, Inc.
    9.000  
4/17/2021
    95,040       94,560  
 
Total Telecommunication Services
              563,493       560,808  
                             
 
Travel Services — 1.98%3
                         
 
Apple Leisure Group
    7.000  
2/28/2019
    247,003       249,375  
 
Travelport
    6.250  
6/26/2019
    99,511       102,283  
 
Total Travel Services
              346,514       351,658  
                             
 
Total Bank Loans
              17,082,800       17,350,722  
                             
Bonds — United States — 1.17%3
                         
 
Manufacturing — 1.17%3
                         
 
Chassix
    9.250  
8/1/2018
    203,434       208,500  
                             
Short Term Investments — 6.41%3
                         
 
US Bank Money Market 5, 0.04%4
              1,138,429       1,138,429  
                             
Total Investments — 105.17%3
            $ 18,424,663     $ 18,697,651  
Other liabilities and assets — (5.17)%3
                      (918,504 )
 
Net Assets — 100%3
                    $ 17,779,147  
                             
                             
1   
The effective interest rates are based on settled commitment amount.
                   
2  
Bank loans are exempt from registration under the Securities Act of 1933, as amended, but contain certain restrictions on resale and cannot be sold publicly. These loans pay interest at rates which adjust periodically. The interest rates show for the bank loans are the current interest rates as of August 31, 2013. Bank loans are also subject to mandatory and/or optional prepayment which cannot be predicted. As a result, the remaining maturity may be substantially less than the stated maturity shown.
 
3  
Calculated as a percentage of net assets.
                         
4  
Rate reported is the current yield as of August 31, 2013.
                         

 
10

 
 
Sound Point Floating Rate Income Fund
     
STATEMENT OF ASSETS & LIABILITIES
     
       
   
August 31, 2013
 
Assets
     
Investments, at fair value (cost $18,424,663)
  $ 18,697,651  
Receivable for investments sold
    1,938,387  
Interest receivable
    134,398  
Receivable from Adviser, net
    1,511  
Prepaid expenses and other assets
    146  
Total assets
    20,772,093  
         
Liabilities
       
Payable for investments purchased
    2,838,503  
Payable to Trustees
    11,250  
Accrued expenses and other liabilities
    143,193  
Total liabilities
    2,992,946  
Total net assets
  $ 17,779,147  
         
Net Assets:
       
Common stock, $0.01 par value; 1,681,275 shares issued and outstanding
       
     (unlimited shares authorized)
  $ 16,813  
Additional paid-in capital
    16,994,916  
Undistributed net investment income
    138,786  
Accumulated net realized gain
    355,644  
Net unrealized appreciation
    272,988  
    Total net assets
  $ 17,779,147  
         
Net asset value per share
  $ 10.58  
         

 
11

 
 
Sound Point Floating Rate Income Fund
     
STATEMENT OF OPERATIONS
     
         
   
Period from
December 1, 2012 (1)
through
August 31, 2013
   
Investment Income
       
   Interest income
  $
482,879
 
         
Operating Expenses
       
   Advisory fees
   
          142,710
 
   Professional fees
   
            90,000
 
   Administrator fees
   
            61,254
 
   Offering costs
   
            42,294
 
   Directors' fees
   
            22,500
 
   Transfer agent fees and expenses
 
            14,123
 
   Custodian fees and expenses
   
              8,267
 
   Other operating expenses
   
              2,404
 
Total operating expenses
 
          383,552
 
   Less fees waived by Adviser
   
(144,221)
 
Net Expenses
   
          239,331
 
         
Net investment income
   
243,548
 
         
Realized and Unrealized Gains on Investments
     
Net realized gain on investments
 
       355,644
 
Net unrealized appreciation of investments
 
272,988
 
Net realized and unrealized gains on investments
 
628,632
 
Net increase in net assets resulting from operations
$
872,180
 

(1) Commencement of operations.
 
 
12

 
 
Sound Point Floating Rate Income Fund
     
STATEMENT OF CHANGES IN NET ASSETS
     
         
   
Period from
December 1, 2012 (1)
through
August 31, 2013
   
     
Operations
       
   Net investment income
  $
243,548
 
   Net realized gain on investments
   
          355,644
 
   Net unrealized appreciation on investments
 
          272,988
 
Net increase in net assets resulting from operations
 
          872,180
 
Dividends to Common Stockholders
   
         (104,762)
 
Capital Stock Transactions
       
   Proceeds from shares sold
   
      16,971,000
 
   Issuance of 3,905 common shares from reinvestment of distributions to
     
      shareholders
   
            40,729
 
Net increase in net assets capital stock transactions
 
      17,011,729
 
   Total increase in net assets
   
      17,779,147
 
Net Assets
       
   Beginning of period
   
                   -
 
   End of period
  $
17,779,147
 
Undistributed net investment income, end of period
$
138,786
 
         
(1)  Commencement of operations.
       

 
13

 
 
Sound Point Floating Rate Income Fund
 
STATEMENT OF CASH FLOWS
 
       
   
Period from
December 1, 2012 (1)
through
August 31, 2013
 
Reconciliation of net increase in net assets applicable to
     
common stockholders resulting from operations to
     
net cash used in operating activities
     
   Net increase in net assets applicable to common stockholders
     
      resulting from operations
  $ 872,180  
   Adjustments to reconcile net increase in net assets applicable to
       
     common stockholders resulting from operations to net cash
       
     used in operating activities:
       
        Purchases of long-term investments
    (45,734,534 )
        Proceeds from sales of long-term investments
    28,807,728  
        Purchases of short-term investments, net
    (1,138,429 )
        Net unrealized depreciation
    (272,988 )
        Net realized gain
    (355,644 )
        Amortization and acretion
    (3,784 )
        Changes in operating assets and liabilities:
       
        Increase in receivable for investments sold
    (1,938,387 )
        Increase in interest receivable
    (134,398 )
        Increase in receivable from Adviser, net
    (1,511 )
        Increase in prepaid expenses and other assets
    (146 )
        Increase in payable for investments purchased
    2,838,503  
        Increase in payable to Trustees
    11,250  
        Increase in accrued expenses and other liabilities
    143,193  
Net cash used in operating activities
    (16,906,967 )
         
Cash Flows From Financing Activities
       
Issuance of common stock
    16,971,000  
Distributions paid to common stockholders
    (64,033 )
Net cash provided by financing activities
    16,906,967  
         
      Net change in cash
    -  
      Cash--beginning of period
    -  
      Cash--end of period
  $ -  
         
Non-Cash Financing Activities
       
Reinvestment of distributions by common stockholders
  $ 40,729  
         
(1)  Commencement of operations.
       

 
14

 
 
 
Sound Point Floating Rate Income Fund
     
 
FINANCIAL HIGHLIGHTS
       
           
           
           
     
Period From
December 1, 2012 (1)
through
August 31, 2013
 
Per Common Share Data
       
 
   Net asset value, beginning of period
  $
10.00
 
 
   Income from investment operations:
       
 
Net investment income
   
0.14
 
 
Net realized and unrealized gains on investments
 
0.50
 
 
Total decrease from investment operations
 
0.64
 
 
   Less distributions to common stockholders:
       
 
Net investment income
   
         (0.06)
 
 
Total distributions to common stockholders
 
         (0.06)
 
 
   Net asset value, end of period
  $
10.58
 
 
Total investment return based on net asset value (2)
 
          6.40
%
 
Supplemental Data and Ratios
       
 
    Net assets, end of period (000's)
  $
17,779
 
 
Ratio of expenses to average net assets before waiver (3)
 
          3.33
%
 
Ratio of expenses to average net assets after waiver (3)
 
          2.08
%
 
Ratio of net investment income to average net assets before waiver (3)
 
          0.86
%
 
Ratio of net investment income to average net assets after waiver (3)
 
          2.11
%
 
    Portfolio turnover rate (2)
   
197.14
%
           
(1)
Commencement of operations.
       
(2)
Not annualized.
       
(3)
Annualized for periods less than one full year.
       

 
15

 
 
Sound Point Floating Rate Income Fund
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2013
 

 
1.  Organization
 
Sound Point Floating Rate Income Fund (the “Fund”) was organized as a business trust under the laws of the State of Delaware on October 24, 2012, and commenced operations on December 1, 2012. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company.
 
Sound Point Capital Management, LP (the “Adviser”) is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and serves as investment adviser to the Fund. The Fund operates as an interval fund under Rule 23c-3 of the 1940 Act and, as such, offers to repurchase between 5% and 25% of its outstanding Shares at their net asset value as of or prior to the end of each fiscal quarter.
 
The Fund’s investment objective is to provide consistently strong risk-adjusted returns.  The Fund seeks to achieve its objective by identifying fundamentally attractive floating rate loans or variable-rate investments, which pay interest at variable-rates and are determined periodically, on the basis of a floating base lending rate, such as the London Interbank Offered Rate (“LIBOR”) with or without a floor plus a fixed spread (“Floating Rate Loans”) and other investments, including senior secured and unsecured bonds, and by creating a portfolio with an optimal blend of these assets.
 
2.  Significant Accounting Policies
 
The following is a summary of significant accounting policies followed consistently by the Fund in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
A.  Valuation of Investments
 
The Fund’s investments in fixed income securities are generally valued using the prices provided directly by independent third party services or provided directly from one or more broker dealers or market makers, each in accordance with the valuation policies and procedures approved by the Fund’s Board of Trustees (the “Board”).
 
The pricing services may use valuation models or matrix pricing, which consider yield or prices with respect to comparable loan quotations from loan dealers or by reference to other securities that are considered comparable in such characteristics as credit rating, interest rates and maturity date, to determine the current value.
 
The Fund’s investments in bank loans are normally valued at the mid between the bid and ask obtained from dealers in loans by an independent pricing service in accordance with the Fund’s valuation policies and procedures approved by the Board.
 
In certain cases authorized pricing service vendors may not provide prices for a security held by the Fund, or the price provided by such pricing service vendor is deemed unreliable by the Adviser. In such cases, the Fund may use market maker quotations provided by an established market maker for that security (i.e., broker quotes) to value the security if the Adviser has experience obtaining quotations from the market maker and the Adviser determines that quotations obtained from the market maker in the past have generally been reliable (or, if the Adviser has no such experience with respect to a market maker, it determines based on other information available to it that quotations to be obtained by it from the market maker are reasonably likely to be reliable). In any such case, the Adviser will review any market quotations so obtained in light of other information in its possession for their general reliability.
 
 
16

 
 
Bank loans in which the Fund may invest have similar risks to lower-rated fixed income securities. Changes in the financial condition of the borrower or economic conditions or other circumstances may reduce the capacity of the borrower to make principal and interest payments on such instruments and may lead to defaults. Senior secured bank loans are supported by collateral; however, the value of the collateral may be insufficient to cover the amount owed to the Fund. By relying on a third party to administer a loan, the Fund is subject to the risk that the third party will fail to perform its obligations. The loans in which the Fund will invest are largely floating rate instruments; therefore, the interest rate risk generally is lower than for fixed-rate debt obligations. However, an increase in interest rates may adversely affect the borrower’s financial condition. Due to the unique and customized nature of loan agreements evidencing loans, loans are not as easily purchased or sold as publicly traded securities. Although the range of investors in loans has broadened in recent years, there can be no assurance that future levels of supply and demand in loan trading will provide the degree of liquidity which currently exists in the market. In addition, the terms of the loans may restrict their transferability without borrower consent. These factors may have an adverse effect on the market price and the Fund’s ability to dispose of particular portfolio investments. A less liquid secondary market also may make it more difficult for the Fund to obtain valuations of the loans in its portfolio.
 
Fair value is defined as the price that the Fund might reasonably expect to receive upon selling an investment in a timely transaction to an independent buyer upon its current sale in the normal course of business in an arm’s-length transaction.  A three-tier hierarchy is utilized to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of 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.  For example, market participants would consider the risk inherent in a particular valuation technique used to measure fair value, such as a pricing model, and/or the risk inherent in the inputs to the valuation technique.  Inputs may be observable or unobservable.  Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.  Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.  The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
 
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments are not applied to Level 1 investments.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these investments does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised is determining fair value is greatest for instruments categorized in level 3.
 
The inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
 
Bank Loans - The fair value of bank loans is generally valued using recently executed transactions, market price quotations (where observable) and market observable credit default swap levels.  Fair value is based on the average of one or more broker quotes received.  When quotations are unobservable, proprietary valuation models and default recovery analysis methods are employed.  Bank debt is generally categorized in Level 2 or 3 of the fair value hierarchy, depending on the use and availability of observable inputs.
 
 
17

 

Bonds - The fair value of corporate bonds is estimated using recently executed transactions, market price quotations (where observable), bond spreads, or credit default swap spreads.  The spread data used is for the same maturity as the bond.  If the spread data does not reference the issuer, then data that references a comparable issuer is used.  When observable price quotations are not available, fair value is determined based on cash flow models using yield curves, bond or single name credit default swap spreads, and recovery rates based on collateral values as key inputs.  Corporate bonds are generally categorized in Level 2 of the fair value hierarchy.  In instances where significant inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of August 31, 2013 in valuing the Fund’s investments:
 
                         
Description
 
Level 1
   
Level 2
   
Level 3
   
Total
Investments
 
Assets:
Fixed Income:
                       
  Bank Loans (a)
  $ -     $ 17,350,722     $ -     $ 17,350,722  
  Bonds (a)
    -       208,500       -       208,500  
Other:
                               
  Short-Term Investments (b)
    1,138,429       -       -       1,138,429  
Total Assets
  $ 1,138,429     $ 17,559,222     $ -     $ 18,697,651  
                                 
(a)  
All other industry classifications are identified in the Schedule of Investments.
(b)  
Short-term investment is a sweep investment for cash balances in the Fund at August 31, 2013.

B.  Investment Transactions, Related Investment Income and Expenses
 
Investment transactions are accounted for on a trade date basis.  Interest income is recorded on the accrual basis, including the amortization of premiums and accretion of discounts on bank loans held using the yield-to-maturity method.
 
Realized gains and losses on investment transactions and unrealized appreciation and depreciation of investments are reported for financial statement and Federal income tax purposes on the identified cost method.
 
Expenses are recorded on the accrual basis as incurred.
 
C.  Use of Estimates
 
The preparation of financial statements in conformity 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 and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
D.  Federal Income Taxation
 
The Fund has elected to be taxed as a Regulated Investment Company (“RIC”) under the U.S. Internal Revenue Code of 1986, as amended, and intends to maintain this qualification and to distribute substantially all of its net taxable income to its shareholders.
 
E. Dividends and Distributions
 
Dividends to shareholders are recorded on the ex-dividend date.  The character of dividends to shareholders made during the year may differ from their ultimate characterization for federal income tax purposes.  The Fund will distribute substantially all of its net investment income and all of its capital gains to shareholders semi-annually.  The character of distributions made during the year from net investment income or net realized gains might differ from the characterization for federal income tax purposes due to differences in the recognition of income and expense items for financial statement and tax purposes.  When appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.  The reclassifications have no effect on net assets or net asset value per share.
 
 
18

 
 
F.  Receivable/Payable for Investments Purchased/Sold
 
In the normal course of business, substantially all of the Fund’s investing transactions, money balances, and investment positions are transacted with the Fund’s agent: U.S. Bank.  The Fund is subject to credit risk to the extent any agent with which it conducts business is unable to fulfill contractual obligations on its behalf.  The Fund’s management monitors the financial condition of such agent and does not anticipate any losses from this counterparty.

Unsettled bank debt investments are subject to the risk of the debt issuer failing to fulfill their contractual obligations of providing the purchased investment to the Fund after the Fund has entered into the purchases and sales agreement and payment has been made.
 
G.  Counterparty Risk
 
The Fund helps manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations.  The Adviser monitors the financial stability of the Fund’s counterparties.
 
H.  Recent Accounting Pronouncement
 
In January 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”) which amended Accounting Standards Codification Subtopic 210-20, Balance Sheet Offsetting.  ASU 2013-01 clarified the scope of ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”).  ASU 2011-11 requires an entity to disclose both gross and net information related to offsetting and related arrangements enabling users of the financial statements to understand the effect of those arrangements on the entity’s financial position.  The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basic of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards.  ASU 2013-01 clarifies the scope of ASU 2011-11 as applying to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset either in accordance with other requirements of U.S. GAAP or subject to an enforceable master netting arrangement or similar agreement.  The guidance in ASU 2013-01 and ASU 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013.  Adoption of ASU 2011-11 will have no effect on the Fund’s net assets.  Management has determined ASU 2013-01 and ASU 2011-11 does not have an impact on the Fund’s financial statements.
 
3.  Agreements
 
The Fund has entered into an Investment Advisory Agreement with Sound Point Capital Management, L.P. Under the terms of the agreement, the Fund pays the Adviser a fee equal to an annual rate of 1.25 percent of the Fund’s month-end net asset value, including assets attributable to the Adviser (or its affiliates) and before giving effect to any repurchases of Shares by the Fund.  The fee is paid monthly in advance.
 
Pursuant to the Expense limitation agreement with respect to the Fund, until at least December 31, 2013, the Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding interest expense, brokerage commissions, transfer agency fees and expenses, offering costs, litigation, indemnification, shareholder meeting costs, licensing fees and other trading expenses, taxes and extraordinary expenses) from exceeding 0.35 percent of average daily net assets per year (the “Expense Cap”).  Expenses borne by the Adviser due to the Expense Cap are subject to reimbursement by the Fund up to three years from the date the fee or expense was incurred, but no reimbursement payment will be made by the Fund if it would result in the Fund exceeding the Expense Cap.
 
 
19

 
 
U.S. Bancorp Fund Services, LLC serves as the Fund’s administrator.  The Fund pays the administrator a monthly fee computed at an annual rate of 0.09 percent of the first $100,000,000 of the Fund's average net assets, 0.07 percent on the next $200,000,000 of the Fund’s average net assets and 0.04 percent on the balance of the Fund's average net assets.
 
U.S. Bancorp Fund Services, LLC serves as the Fund's transfer agent, dividend paying agent, and agent for the automatic dividend reinvestment plan.
 
U.S. Bank, N.A. serves as the Fund's custodian. The Fund pays the custodian a monthly fee computed at an annual rate of 0.03 percent of the Fund’s average daily market value, plus portfolio transaction fees.
 
4.  Income Taxes
 
The Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code (“Code”) in order to qualify as a regulated investment company (“RIC”). If so qualified, the Fund will not be subject to federal income tax to the extent it distributes all of its taxable income and net capital gains to its shareholders.
 
The tax character of dividends paid to shareholders during the period ended August 31, 2013, as noted below, was as follows:
 
Ordinary
Income
 
Net Long
Term Capital
Gains
 
Total
Distributions
Paid
 $104,762
 
 $ -
 
 $104,762

 
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles.
 
The following information is provided on a tax basis as of August 31, 2013:
 
Tax cost of investments
  $ 18,467,663  
         
Unrealized appreciation
    273,362  
Unrealized depreciation
    -  
Net unrealized appreciation (depreciation)
    273,362  
         
Undistributed ordinary income
    494,430  
Undistributed long term gains
    -  
Distributable earnings
    494,430  
         
Other accumulated gain/(loss)
    -  
Total accumulated gain/(loss)
  $ 767,792  
 
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on U.S. tax returns and state tax returns filed since inception of the Fund. No income tax returns are currently under examination.  All tax years since commencement of operations remain subject to examination by the tax authorities in the United States. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
 
 
20

 
 
5.  Investment Transactions
 
For the period from December 1, 2012 (commencement of operations) through August 31, 2013 the Fund purchased (at cost) and sold securities in the amount of $45,734,534 and $28,803,944 (excluding short term debt securities), respectively.
 
6.  Common Stock
 
The Fund operates as an “interval fund” under Rule 23c-3 of the 1940 Act and, as such, provides a limited degree of liquidity to Shareholders.  The Fund will offer to repurchase not less than 5% of its outstanding Shares on a quarterly basis.  This is a fundamental policy that cannot be changed without Shareholder approval.
 
The Fund is permitted to issue an unlimited number of shares.  Par value of all shares is $0.01.  The Fund had 1,681,275 shares outstanding at August 31, 2013.  During the period ended August 31, 2013, the Fund issued 1,677,395 shares through subscriptions, 3,880 shares through dividend reinvestment, and did not have any redemptions.
 
7.  Subsequent Events
 
Management has evaluated the impact of all subsequent events on the Fund and has determined that there were no subsequent events that require disclosure in the financial statements with the exception of the receipt of additional capital subscriptions of $1,000,000.
 
 
21

 
 
 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Trustees and Shareholders of
Sound Point Floating Rate Income Fund:

We have audited the accompanying statement of assets and liabilities of Sound Point Floating Rate Income Fund (the “Fund”), including the schedule of investments, as of August 31, 2013, and the related statements of operations, changes in net assets, cash flows and financial highlights for the period December 1, 2012 (commencement of operations) through August 31, 2013. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  Our procedures included confirmation of investments owned as of August 31, 2013 by correspondence with the custodian.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Sound Point Floating Rate Income Fund as of August 31, 2013, and the results of its operations, its changes in net assets, its cash flows, and its financial highlights for the period December 1, 2012 (commencement of operations) through August 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
 

/s/ Rothstein Kass

Roseland, New Jersey
October 28, 2013
 
 
22

 
 
Sound Point Floating Rate Income Fund
ADDITIONAL INFORMATION
August 31, 2013
(Unaudited)

 
Form N-Q
The Fund files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q.  The Fund’s Form N-Q is available without charge by visiting the SEC’s Web site at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C.  You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.

Proxy Voting
The Fund files its proxy voting records annually as of June 30 with the SEC on Form N-PX.  The Fund’s Form N-PX is available without charge by visiting the SEC’s Web site at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C.  You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.

Board of Directors
The Prospectus includes additional information about the Fund’s Trustees and Officers and is available upon request without charge by calling the Company collect at (212) 895-2260 or by visiting the SEC’s Web site at www.sec.gov.
 
Forward-Looking Statements
This report contains "forward-looking statements,'' which are based on current management expectations. Actual future results, however, may prove to be different from expectations. You can identify forward-looking statements by words such as "may'', "will'', "believe'', "attempt'', "seem'', "think'', "ought'', "try'' and other similar terms. The Fund cannot promise future returns. Management’s opinions are a reflection of its best judgment at the time this report is compiled, and it disclaims any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.
 
 
23

 
 
Sound Point Floating Rate Income Fund
TRUSTEES & OFFICERS
August 31, 2013
(Unaudited)
           
           
 
Name and
Year of Birth
Position(s)
Held
with the
Fund
Term of
Office
and Length of
Time
Served
Principal
Occupations
During Past
Five Years
Number of
Portfolios in
Fund Complex
Overseen
by Trustee
Other
Directorships
Held by Trustee
During the Past
Five Years
Independent Trustees
       
Robert Lewis
Trustee and
Audit Committee
Chairman
Since
inception
Chairman and
Founder of Orbital
Engineering Inc.
1
Drexel University, Pennsylvania
State and PIAA (Pittsburgh International Airport Authority)
1344 5th Avenue
 
Pittsburgh, PA 15219
 
1940
 
       
           
Jeffrey Arsenault
Trustee
Since
inception
Principal of Old
Greenwich Capital
Partners
1
Stepping Stones Museum for Children
800 Third Avenue
 
39th Floor
 
New York NY 10022
 
1962
 
       
Interested Trustee
       
Stephen Ketchum
Chairman,
Trustee and
President
Since
inception
Founder and
Managing
Partner of
Sound Point
Capital
Management, LP
1
East Side House Settlement,
New York Police & Fire Widows’
& Children’s Benefit Fund, Museum of the City of New York
375 Park Avenue
 
25th Floor
 
New York, NY 10152
 
1961
 
   
   
Officer           
Kevin Gerlitz
Chief
Compliance
Officer, Treasurer
and Secretary
Since
inception
Chief Compliance
Officer and
Chief Financial
Officer of Sound
Point Capital
Management, LP;
Chief Financial
Officer of
Raven Asset
Management, LLC
n/a
n/a
375 Park Avenue
 
25th Floor
 
New York, NY 10152
 
1958
 
         
         
         
         

 
24

 
 
Sound Point Floating Rate Income Fund
PRIVACY NOTICE
 

 
The Fund collects and maintains nonpublic personal information about Shareholders as follows:

·
Information we receive in subscription agreements, investor questionnaires and other forms which Shareholders complete and submit to us, such as names, addresses, phone numbers, social security numbers, and employment, asset, income and other household information;

·
Information we receive and maintain relating to the net asset value of a Shareholder’s shares, such as profit and loss allocations and capital withdrawals and additions;

·
Information about your investment in and other transactions with us and our affiliates, including information we receive and maintain relating to new issue and other securities transactions with and through the Fund and its affiliates; and

·
Information we receive about a Shareholder from the Shareholder’s purchaser representative, financial advisor, investment consultant or other financial institution with whom the Fund has a relationship and/or whom the Shareholder may have authorized to provide such information to the Fund.

The Fund does not disclose any nonpublic personal information about its Shareholders or former Shareholders except as may be required or permitted by law.  The Fund may disclose information about a Shareholder to its affiliates (including the Fund’s Board and/or Administrator or Investment Manager and the Fund’s employees or agents with a need to know such information to enable the Fund to provide statements, information and services to its Shareholders), and to the following types of third parties:

·
Financial service providers such as the Fund’s prime broker who assists the Fund as part of the ordinary course of servicing your investments in the Fund;

·
Legal representatives of the Fund, such as our counsel, accountants and auditors;

·
Cergain non-affiliated parties who perform marketing services for the Fund or with whom we have entered into joint marketing agreements; and

·
Persons acting in a fiduciary or representative capacity on behalf of an individual Shareholder, such as an IRA custodian or Trustee of a grantor trust.

On all occasions when it is necessary for us to share your personal information with nonaffiliated companies, we will require that such information only be used for the limited purpose for which it is shared and will advise these companies not to further share your information with others except to fulfill that limited purpose.

The Fund takes its responsibility to protect the privacy and confidentiality of Shareholder information very seriously.  We maintain appropriate physical, electronic and procedural safeguards to guard Shareholder’s nonpublic personal information.  We provide Shareholders with a Privacy Notice as part of their subscription materials and annually after that.  If the Fund changes its privacy policies to permit it or its affiliates to share additional information the Fund has about you or to permit disclosures to additional types of parties, you will be notified in advance, and, if required by law, you will be given the opportunity to opt out of such additional disclosure and to direct us not to share your information with such parties.
 
 
25

 
 
Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.  The registrant intends to adopt a separate code of ethics under the Sarbanes-Oxley Act of 2002.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee.  Jeff Arsenault is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 
FYE  8/31/13
Audit Fees
$35,000
Audit-Related Fees
                        None
Tax Fees
   5,000
All Other Fees
   None

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Rothstein Kass applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 
FYE  8/31/13
Audit-Related Fees
0%
Tax Fees
0%
All Other Fees
0%
 
 
 

 
 
All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.  (If more than 50 percent of the accountant’s hours were spent to audit the registrant's financial statements for the most recent fiscal year, state how many hours were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.)
 
The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.  The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees
FYE  8/31/13
Registrant
None
Registrant’s Investment Adviser
None


Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

(a)  
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
 
(b)  
Not applicable.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable since the fund invests exclusively in non-voting securities.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Unless otherwise indicated, the following information is presented as of August 31, 2013.
 
 
 

 

The following individuals will have primary responsibility for managing the Fund since inception.  

Portfolio Manager
Recent Professional Experience
Stephen J. Ketchum
Mr. Ketchum is the managing partner/senior portfolio manager/member of board of managers of the Advisor.  Mr. Ketchum is the founder and principal owner of the Advisor and the portfolio manager of the Sound Point Credit Opportunities Fund, the Sound Point Senior Floating Rate Fund, several separately managed accounts and Sound Point CLO I, Ltd., a Collateralized Loan Obligation vehicle.
 
Previously, Mr. Ketchum was Global Head of Media Investment and Corporate Banking for Banc of America Securities (“BofA”), where he was a member of the Global Investment Banking Leadership Team.  As Global Head of Media Banking, Mr. Ketchum was responsible, together with a risk partner, for a multi-billion dollar portfolio of corporate loans, which was used to support investment banking activities.  Prior to joining BofA, he was a Managing Director at UBS in the TMT Investment Banking Group.  From 1990 to 2000, he was employed in the Investment Banking Department of Donaldson, Lufkin & Jenrette, most recently as a Managing Director.  Mr. Ketchum is a Vice President of the Board of Trustees of the East Side House Settlement, located in Mott Haven, the Bronx, the poorest congressional district in the United States., and also sits on the Board of Directors for the New York Police & Fire Widows’ & Children’s Benefit Fund.  He earned his B.A. from New England College magna cum laude and an M.B.A. from the Harvard Business School.
 
Rick Richert, CFA
Mr. Richert is a co-portfolio manager of the Sound Point Senior Floating Rate Fund and Sound Point CLO I, Ltd.
 
Prior to joining the Advisor, Mr. Richert was a Principal in the CLO group at American Capital (“ACAS”) where for 4 years he served as a senior member of a team managing $725MM in corporate loan assets.  His primary role was managing the cash flow CLO and directly covered over 40 names in the Aerospace & Defense, Building Materials, Chemical, Electronics, Metals & Mining and Oil & Gas industries.  This fund ranked in the top 7th percentile of all similar funds for the 3 years ended December 2009.  Prior to ACAS, Mr. Richert was a Senior Credit Analyst at Sanno Point Capital Management, a credit-focused hedge fund, where he covered Home Builders, Metals & Mining, TMT, and Drug Store Retailers.  Previously, he was a Director in the Bank Loan Unit at MetLife, where he worked for 10 years.  At MetLife, Mr. Richert managed a $3+ billion portfolio of leveraged loans and directly covered over 40 names across many industries.  Mr. Richert earned his M.B.A. in Finance from the University of Michigan and his B.B.A. in Accounting from Southern College.  He is a Chartered Financial Analyst charterholder and is a Certified Public Accountant.

 
The following table provides information about the other accounts managed on a day-to-day basis by each of the portfolio managers as of August 31, 2013:
 
 
 

 
 
 
Number of Accounts
Assets of
Accounts
Number of
Accounts
Subject to a
Performance Fee
Assets Subject to a
Performance Fee
Stephen J. Ketchum
       
     Registered Investment Companies
3
$173,373,000
0
$0
     Pooled Investment Vehicles Other Than
          Registered Companies
2
$293,239,000
1
$147,824,000
     Other Accounts
11
$2,389,000,000
3
$41,175,000
Rick Richert, CFA
       
     Registered Investment Companies
1
$17,779,000
0
$0
     Pooled Investment Vehicles Other Than
          Registered Companies
1
$145,414,000
0
$0
     Other Accounts
7
$1,368,521,000
1
$25,069,000

Potential Conflicts of Interest
The portfolio managers have interests which may conflict with the interests of the Fund. There is no guarantee that the policies and procedures adopted by the Advisor and the Fund will be able to identify or mitigate these conflicts of interest. Some examples of material conflicts of interest include:

Broad and Wide-Ranging Activities.  The portfolio managers and the Advisor engage in a broad spectrum of activities. In the ordinary course of their business activities, the portfolio managers and the Advisor may engage in activities where the interests of certain divisions of the Advisor or the interests of their clients may conflict with the interests of the Shareholders of the Fund.

Allocation of Investment Opportunities. Certain inherent conflicts of interest arise from the fact that the portfolio managers and the Advisor provide investment management services both to the Fund and other clients, including, other funds, as well as, client accounts, proprietary accounts and any other investment vehicles that the Advisor and its affiliates may establish from time to time managed by the Advisor and its affiliates in which the Fund will not have an interest (such other clients, funds and accounts, collectively the "Other Accounts").  The respective investment programs of the Fund and the Other Accounts may or may not be substantially similar. The portfolio managers and the Advisor may give advice and recommend securities to Other Accounts which may differ from advice given to, or securities recommended or bought for, the Fund, even though their investment objectives may be the same or similar to those of the Fund.

While the Advisor will seek to manage potential conflicts of interest in good faith, the portfolio strategies employed by the portfolio managers and the Advisor in managing its respective Other Accounts could conflict with the transactions and strategies employed by the portfolio managers in managing the Fund and may affect the prices and availability of the securities and instruments in which the Fund invests. Conversely, participation in specific investment opportunities may be appropriate, at times, for both the Fund and Other Accounts. It is the policy of the Advisor to generally share appropriate investment opportunities (and sale opportunities) with the Other Accounts. In general and except as provided below, this means that such opportunities will be allocated pro rata among the Fund and the Other Accounts based on available capacity for such investment in each fund, taking into account available cash and the relative capital of the respective funds. Nevertheless, investment and/or opportunities may be allocated other than on a pro rata basis, if the Advisor deems in good faith that a different allocation among the Fund and the Other Accounts is appropriate, taking into account, among other considerations (a) risk-return profile of the proposed investment; (b) the Fund's or the Other Accounts' objectives, whether such objectives are considered solely in light of the specific investment under consideration or in the context of the portfolio's overall holdings; (c) the potential for the proposed investment to create an imbalance in the Fund's and the Other Accounts' portfolios; (d) liquidity requirements of the Fund and Other Accounts; (e) tax consequences; (f) regulatory restrictions; (g) the need to re-size risk in the Fund's or Other Accounts' portfolios; (h) redemption/withdrawal requests from Other Accounts and anticipated future contributions into the Fund and Other Accounts; and (i) proximity of an Other Account to the end of its specified term/commitment period. Orders may be combined for all such accounts, and if any order is not filled at the same price, they may be allocated on an average price basis.
 
 
 

 

Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis which the Advisor or its affiliates consider equitable. From time to time, the Fund and the Other Accounts may make investments at different levels of an issuer's capital structure or otherwise in different classes of an issuer's securities. Such investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by such entities. While these conflicts cannot be eliminated, the Advisor, when practicable, will cause the Fund and the Other Accounts to hold investments in the same levels of an issuer's capital structure in the same proportion at each level; provided, however, that neither the Fund nor any Other Account will be required to hold an investment if holding such investment would result in a violation of the provisions of the organizational documents of the Fund or the Other Account, as applicable, or constitute a breach of, or default or debt repayment event with respect to, any credit facility or other debt instrument or obligation.

Allocation of Personnel.  Although the professional staff of the Advisor will devote as much time to the management of the Fund as the Advisor deems appropriate to perform its duties in accordance with the investment advisory agreement and in accordance with reasonable commercial standards, the professional staff of the Advisor may have conflicts in allocating its time and services among the Fund and the Advisor's other investment vehicles and accounts. The Advisor and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with the Fund and/or may involve substantial time and resources of the Advisor and its professional staff. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of the Advisor and their officers and employees will not be devoted exclusively to the business of the Fund but will be allocated between the business of the Fund and the management of the monies of other clients of the Advisor.

Pursuit of Differing Strategies. At times, the portfolio managers may determine that an investment opportunity may be appropriate for only some of the accounts, clients, entities, funds and/or investment companies for which he or she exercises investment responsibility, or may decide that certain of the accounts, clients, entities, funds and/or investment companies should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more accounts, clients, entities, funds and/or investment companies which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts, clients, entities, funds and/or investment companies. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the Fund holds long, potentially resulting in a decrease in the market value of the security held by the Fund.
 
Portfolio Manager Compensation
The Adviser's financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary and a discretionary bonus.
 
 
 

 

Base Compensation. Generally, portfolio managers receive base compensation and employee benefits based on their individual seniority and/or their position with the firm.

Discretionary Compensation. In addition to base compensation, portfolio managers may receive discretionary compensation. Discretionary compensation is based on individual seniority, contributions to the Advisor and performance of the assets that the portfolio manager has primary responsibility for. These compensation guidelines are structured to closely align the interests of employees with those of the Advisor and its clients.

Securities Owned in the Fund by Portfolio Managers
The following table provides information about the dollar range of the Fund beneficially owned by each of the portfolio managers as of August 31, 2013:

Portfolio Manager
Aggregate Dollar Range
of Holdings in the  Fund
Stephen J. Ketchum
$1 - $10,000
Rick Richert, CFA
none
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Period
(a)
Total Number of
Shares (or Units)
Purchased
(b)
Average Price Paid
per Share (or Unit)
(c)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
(d)
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
Month #1
3/01/13 – 3/31/13
0
0
0
0
Month #2
4/01/13 – 4/30/13
0
0
0
0
Month #3
5/01/13 – 5/31/13
0
0
0
0
Month #4
6/01/13 – 6/30/13
0
0
0
0
Month #5
7/01/13 - 7/31/13
0
0
0
0
Month #6
8/01/13 – 8/31/13
0
0
0
0
Total
0
0
0
0
 
 
 

 
 
Item 10. Submission of Matters to a Vote of Security Holders.

The registrant’s nominating committee charter does not contain any procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.
(a)  
The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

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

Item 12. Exhibits.

(a)  
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. 1) Filed herewith.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b)  
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.
 
 
 

 
 
SIGNATURES

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


(Registrant)  Sound Point Floating Rate Income Fund                
                                                                                                                     

By (Signature and Title)  /s/ Stephen J. Ketchum                                                                                                                                                      
                                            Stephen J. Ketchum, President

Date     November 1, 2013                                                                                                                                                                                      

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

By (Signature and Title)   /s/ Stephen J. Ketchum                                                                                                                                
                                             Stephen J. Ketchum, President
 
Date     November 1, 2013                                                                 


By (Signature and Title)   /s/ Kevin Gerlitz                                                                                                                                                                    
                                             Kevin Gerlitz, Treasurer

Date     November 1, 2013