Annual Report by Investment Company (Form N-CSR)
| (a) |
| 1 | ||||
| 2 | ||||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| 8 | ||||
| 9 | ||||
| 11 | ||||
| 18 | ||||
| 28 | ||||
| 29 | ||||
| 65 | ||||
Bank debt; insurance debt; financial sector common equities
Real estate investment trusts debt; business development companies debt
|
Market Price
|
||||
|
NAV
|
||||
|
Premium (Discount) to NAV
|
-6.02% | |||
| 9.86% | ||||
|
NAV Distribution Rate
(1)
|
9.27% | |||
|
Average Annual Returns
|
||||||||
|
One Year
|
Three Year
|
Five Year
|
Since Inception
(2)
|
|||||
|
|
12.03% | 1.22% | 0.40% | 1.54% | ||||
|
|
20.02% | 2.22% |
-0.81%
|
1.11% | ||||
|
Bloomberg
(3)
|
2.07% |
-1.52%
|
-0.60%
|
0.45% | ||||
| * |
As a percentage of total investments. The percentages presented in the table above may differ from those in the Schedule of Investments because the percentages in the Schedule of Investments are calculated based on net assets.
|
|
Assets
|
|||||
|
Investments in securities at fair value*
|
$ | 476,510,964 | |||
|
Dividends and interest receivable
|
5,515,834 | ||||
|
Receivable for investments sold
|
4,000,000 | ||||
|
Prepaid expenses
|
26,361 | ||||
|
Total Assets
|
486,053,159
|
||||
|
Liabilities
|
|||||
|
Payable for senior notes (par value of
|
84,596,477 | ||||
|
Payable for reverse repurchase agreements
|
47,044,000 | ||||
|
Payable to Adviser
|
411,637 | ||||
|
Interest payable for reverse repurchase agreements
|
157,013 | ||||
|
Interest payable for senior notes
|
140,556 | ||||
|
Payable to administrator, fund accountant, and transfer agent
|
11,300 | ||||
|
Payable for distributions to shareholders
|
5,382 | ||||
|
Payable to custodian
|
3,781 | ||||
|
Other accrued expenses
|
96,135 | ||||
|
Total Liabilities
|
132,466,281
|
||||
|
Net Assets
|
$
|
353,586,878
|
|||
|
Net Assets consist of:
|
|||||
|
Paid-in
capital |
$ | 399,902,775 | |||
|
Total distributable earnings (accumulated deficit)
|
(46,315,897 | ) | |||
|
Net Assets
|
$
|
353,586,878
|
|||
|
Shares outstanding (unlimited number of shares authorized, no par value)
|
25,062,638 | ||||
|
Net asset value ("NAV") and offering price per share
|
|
||||
|
*Identified Cost:
|
|||||
|
Investments in securities
|
$ | 505,347,123 | |||
|
Investment Income
|
|||||
|
Interest
|
$ | 29,082,966 | |||
|
Dividends
|
2,714,566 | ||||
|
Total Investment Income
|
31,797,532
|
||||
|
Expenses
|
|||||
|
Investment Advisory (See Note 6)
|
6,574,264 | ||||
|
Interest & commissions (See Note 9)
|
6,297,610 | ||||
|
Legal
|
389,718 | ||||
|
Service Fees (See Note 6)
|
340,888 | ||||
|
Printing
|
84,172 | ||||
|
Administration
|
65,694 | ||||
|
Trustee
|
59,995 | ||||
|
Fund accounting
|
50,230 | ||||
|
Audit & tax
|
41,400 | ||||
|
Registration
|
30,317 | ||||
|
Transfer agent
|
25,086 | ||||
|
Custodian
|
22,885 | ||||
|
Compliance
|
12,062 | ||||
|
Insurance
|
7,942 | ||||
|
Miscellaneous
|
58,784 | ||||
|
Total Expenses
|
14,061,047
|
||||
|
Fees contractually waived by Adviser (See Note 6)
|
(182,730 | ) | |||
|
Fees contractually recouped by Adviser (See Note 6)
|
10,660 | ||||
|
Net Expenses
|
13,888,977
|
||||
|
Net Investment Income (Loss)
|
17,908,555
|
||||
|
Realized and Unrealized Gain (Loss) on Investments
|
|||||
|
Net realized gain (loss) from:
|
|||||
|
Investments
|
(348,753 | ) | |||
|
Net change in unrealized appreciation/depreciation on:
|
|||||
|
Investments
|
21,827,279 | ||||
|
Net realized and unrealized gain (loss) on investments
|
21,478,526
|
||||
|
Net increase (decrease) in net assets resulting from operations
|
$
|
39,387,081
|
|||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|||||
|
Net increase (decrease) in net assets resulting from operations
|
|||||
|
Net adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities:
|
|||||
|
Net amortization and accretion of premium and discount on investments and other cost adjustments
|
(83,975 | ) | |||
|
Purchases of short-term investments, net
|
(3,242,525 | ) | |||
|
Purchases of long-term investments
|
(78,029,504 | ) | |||
|
Proceeds from sales of long-term investments
|
107,862,067 | ||||
|
Net change in unrealized appreciation/depreciation on investments
|
(21,827,279 | ) | |||
|
Net realized (gain) loss on investments
|
348,753 | ||||
|
Change in:
|
|||||
|
Receivable for investments sold
|
(3,590,514 | ) | |||
|
Dividends and interest receivable
|
(245,173 | ) | |||
|
Prepaid expenses
|
(11,889 | ) | |||
|
Interest payable for reverse repurchase agreements
|
6,640 | ||||
|
Payable to Adviser
|
(133,378 | ) | |||
|
Payable to administrator, fund accountant and transfer agent
|
(17,299 | ) | |||
|
Payable to custodian
|
83 | ||||
|
Other accrued expenses
|
10,549 | ||||
|
Net cash provided by (used in) operating activities
|
40,433,637
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|||||
|
Distributions paid to shareholders, net
|
(32,786,673 | ) | |||
|
Proceeds from reverse repurchase agreements
|
47,044,000 | ||||
|
Repayments of reverse repurchase agreements
|
(54,865,000 | ) | |||
|
Net amortization of deferred issuance costs of senior notes
|
174,036 | ||||
|
Net cash provided by (used in) financing activities
|
(40,433,637
|
)
|
|||
|
Net change in cash
|
-
|
||||
|
CASH:
|
|||||
|
Beginning Balance
|
- | ||||
|
Ending Balance
|
$-
|
||||
|
SUPPLEMENTAL DISCLOSURES:
|
|||||
|
Cash paid for interest
|
|||||
|
Cash held in money market investments
|
|
For the Year Ended
|
For the Year Ended
|
|||||||||
|
Increase (Decrease) in Net Assets due to:
|
||||||||||
|
Operations
|
||||||||||
|
Net investment income (loss)
|
||||||||||
|
Net realized gain (loss) on investment transactions
|
(348,753 | ) | (3,535,008 | ) | ||||||
|
Net change in unrealized appreciation/depreciation on investments
|
21,827,279 | (6,668,735 | ) | |||||||
|
Net increase (decrease) in net assets resulting from operations
|
39,387,081
|
7,580,167
|
||||||||
|
Distributions to Shareholders
|
||||||||||
|
Total distributions
|
(18,031,085 | ) | (17,813,675 | ) | ||||||
|
Retuof capital
|
(14,750,846 | ) | (12,512,118 | ) | ||||||
|
Total distributions to shareholders
|
(32,781,931
|
)
|
(30,325,793
|
)
|
||||||
|
Total Increase (Decrease) in Net Assets
|
6,605,150
|
(22,745,626
|
)
|
|||||||
|
Net Assets
|
||||||||||
|
Beginning of year
|
346,981,728 | 369,727,354 | ||||||||
|
End of year
|
|
|
||||||||
|
For the Year or Period Ended
|
||||||||||||||||||||||||||||||
|
2025
|
2024
|
2023
|
2022
|
2021
|
2020 (a)
|
|||||||||||||||||||||||||
|
Selected Per Share Data:
|
||||||||||||||||||||||||||||||
|
Net asset value, beginning of year or period
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Income from investment operations:
|
||||||||||||||||||||||||||||||
|
Net investment income (loss)
|
0.71 | (b) | 0.71 | (b) | 0.72 | (b) | 0.73 | (b) | 0.82 | 0.55 | ||||||||||||||||||||
|
Net realized and unrealized gain (loss) on investments (c)
|
0.87 | (0.41 | ) | (2.36 | ) | 0.37 | (1.41 | ) | 0.80 | |||||||||||||||||||||
|
Total from investment operations
|
1.58 | 0.30 | (1.64 | ) | 1.10 | (0.59 | ) | 1.35 | ||||||||||||||||||||||
|
Less distributions to shareholders:
|
||||||||||||||||||||||||||||||
|
From net investment income
|
(0.72 | ) | (0.71 | ) | (0.73 | ) | (0.77 | ) | (0.79 | ) | (0.67 | ) | ||||||||||||||||||
|
Retuof capital
|
(0.59 | ) | (0.50 | ) | (0.50 | ) | (0.54 | ) | (0.46 | ) | (0.15 | ) | ||||||||||||||||||
|
Total distributions
|
(1.31 | ) | (1.21 | ) | (1.23 | ) | (1.31 | ) | (1.25 | ) | (0.82 | ) | ||||||||||||||||||
|
Capital share transactions:
|
||||||||||||||||||||||||||||||
|
Dilution due to rights offering
|
- | - | - | (0.84 | ) (d) | - | - | |||||||||||||||||||||||
|
Offering costs due to rights offering
|
- | - | - | (0.02 | ) (d) | - | - | |||||||||||||||||||||||
|
Total capital share transactions
|
- | - | - | (0.86 | ) | - | - | |||||||||||||||||||||||
|
Net asset value, end of year or period
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total retuon net asset value (e)(f)
|
12.03 | % | 2.37 | % | -9.57 | % | 1.11 | % | -2.71 | % | 6.89 | % | ||||||||||||||||||
|
Total retuon market value (e)(g)
|
20.02 | % | 1.09 | % | -11.97 | % | 2.99 | % | -12.70 | % | 10.86 | % | ||||||||||||||||||
|
Ratios and Supplemental Data:
|
||||||||||||||||||||||||||||||
|
Net assets, end of year or period (000's omitted)
|
||||||||||||||||||||||||||||||
|
Ratio of expenses to average net assets before waiver and reimbursement/recoupment (h)
|
4.04 | % | 3.92 | % | 3.63 | % | 3.22 | % | 3.34 | % | 2.41 | % | ||||||||||||||||||
|
Ratio of expenses to average net assets before waiver and reimbursement/recoupment excluding interest and merger expense (h)
|
2.23 | % | 2.17 | % | 2.17 | % | 2.18 | % | 2.25 | % | 1.93 | % | ||||||||||||||||||
|
Ratio of expenses to average net assets after waiver and reimbursement/recoupment (h)
|
3.99 | % | 3.92 | % | 3.63 | % | 3.27 | % | 3.20 | % | 1.91 | % | ||||||||||||||||||
|
Ratio of expenses to average net assets after waiver and reimbursement/recoupment excluding interest and merger expense (h)
|
2.18 | % | 2.17 | % | 2.17 | % | 2.23 | % | 2.11 | % | 1.43 | % | ||||||||||||||||||
|
Ratio of expenses to average managed assets after waiver and reimbursement/recoupment excluding interest and merger expense. Average managed assets represent the total assets of the fund, including the assets attributable to the proceeds from any forms of financial leverage, less liabilities, other than liabilites related to any form of leverage (h)
|
1.56 | % | 1.55 | % | 1.52 | % | 1.59 | % | 1.50 | % | 1.25 | % | ||||||||||||||||||
|
Ratio of net investment income (loss) to average net assets before waiver and reimbursement/recoupment (h)
|
5.10 | % | 5.10 | % | 4.51 | % | 4.02 | % | 4.05 | % | 3.58 | % | ||||||||||||||||||
|
Ratio of net investment income (loss) to average net assets after waiver and reimbursement/recoupment (h)
|
5.15 | % | 5.10 | % | 4.51 | % | 3.97 | % | 4.19 | % | 4.08 | % | ||||||||||||||||||
|
Portfolio turnover rate (e)
|
16 | % | 5 | % | 6 | % | 14 | % | 25 | % | 21 | % | ||||||||||||||||||
| (a) | Fund commenced operations on |
| (b) | Net investment income/(loss) per share has been calculated based on average shares outstanding during the year or period. |
| (c) | Net realized and unrealized gain (loss) per share may include balancing amounts necessary to reconcile the change in net asset value per share for the year or period, and may not reconcile with the aggregate gain/(loss) in the Statement of Operations due to share transactions for the year or period. |
| (d) | Amount represents per share impact related to a rights offering. See Note 10. |
| (e) | Not annualized for periods less than one year. |
| (f) | Total retuon net asset value is computed based upon the net asset value of common stock on the first business day and the closing net asset value on the last business day of the year or period. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund's dividend reinvestment plan. |
| (g) | Total retuon market value is computed based upon the |
| (h) | Annualized for periods less than one year. |
|
Fiscal Year or Period
Ended |
Type of Security (a)
|
Total Principal
Amount Outstanding (000s omitted) |
Asset Coverage Per
Unit (b) |
Average Market
Value Per Unit (c) |
||||||||||
|
|
Reverse Repurchase Agreements | N/A | ||||||||||||
| Series A Senior Notes | N/A | |||||||||||||
| Series B Senior Notes | N/A | |||||||||||||
|
Total Leverage
|
|
|
||||||||||||
|
|
Reverse Repurchase Agreements | N/A | ||||||||||||
| Series A Senior Notes | N/A | |||||||||||||
| Series B Senior Notes | N/A | |||||||||||||
|
Total Leverage
|
|
|
||||||||||||
|
|
Reverse Repurchase Agreements | N/A | ||||||||||||
| Series A Senior Notes | N/A | |||||||||||||
| Series B Senior Notes | N/A | |||||||||||||
|
Total Leverage
|
|
|
||||||||||||
|
|
Reverse Repurchase Agreements | N/A | ||||||||||||
| Series A Senior Notes | N/A | |||||||||||||
| Series B Senior Notes | N/A | |||||||||||||
|
Total Leverage
|
|
|
||||||||||||
|
|
Reverse Repurchase Agreements | N/A | ||||||||||||
| Credit Agreements | N/A | |||||||||||||
|
Total Leverage
|
|
|
||||||||||||
|
|
Reverse Repurchase Agreements | N/A | ||||||||||||
| Credit Agreements | N/A | |||||||||||||
|
Total Leverage
|
|
|
||||||||||||
| (a) |
The carrying value of the Series A & B senior notes on the Statement of Assets and Liabilities of each applicable fiscal year or period is equal to the principal amount outstanding less unamortized offering costs. See Note 9.
|
| (b) |
Total leverage calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals
|
| (c) |
Not applicable, as senior securities are not registered for public trading.
|
| (d) |
Fund commenced operations on
|
|
Par
|
Value
|
|||||||
|
CORPORATE OBLIGATIONS - 122.7%
|
||||||||
|
Consumer,
Non-cyclical
- 0.6% |
||||||||
|
|
$ | 2,000,000 | $ | 2,030,527 | ||||
|
Financial - 122.1% (c)
|
||||||||
|
|
4,000,000 | 3,909,484 | ||||||
|
|
4,000,000 | 3,945,000 | ||||||
|
|
3,670,000 | 3,573,662 | ||||||
|
|
4,000,000 | 3,970,000 | ||||||
|
|
1,500,000 | 1,500,052 | ||||||
|
|
2,500,000 | 2,462,500 | ||||||
|
|
3,000,000 | 2,968,437 | ||||||
|
|
2,000,000 | 1,884,810 | ||||||
|
|
6,000,000 | 5,843,975 | ||||||
|
|
||||||||
|
6.38%,
|
227,650 | 227,468 | ||||||
|
5.50%,
|
1,000,000 | 832,800 | ||||||
|
5.00%,
|
2,000,000 | 912,000 | ||||||
|
6.00%,
|
3,000,000 | 1,159,200 | ||||||
|
|
||||||||
|
5.25%,
|
3,000,000 | 2,986,545 | ||||||
|
4.38% to
|
1,425,000 | 1,381,220 | ||||||
|
|
1,500,000 | 1,485,726 | ||||||
|
|
5,000,000 | 4,950,000 | ||||||
|
Bank of America Corp., 5.87% to
|
1,500,000 | 1,545,124 | ||||||
|
|
2,000,000 | 1,979,378 | ||||||
|
|
||||||||
|
6.35% to
|
9,000,000 | 8,967,660 | ||||||
|
4.75% to
|
3,000,000 | 2,835,000 | ||||||
|
|
2,600,000 | 2,555,415 | ||||||
|
|
7,500,000 | 7,315,269 | ||||||
|
|
1,250,000 | 1,228,125 | ||||||
|
|
3,000,000 | 2,949,880 | ||||||
|
|
3,598,000 | 3,472,070 | ||||||
|
|
1,000,000 | 902,537 | ||||||
|
|
3,000,000 | 3,155,100 | ||||||
|
|
1,500,000 | 1,368,750 | ||||||
|
|
3,500,000 | 3,115,000 | ||||||
|
|
2,000,000 | 1,750,000 | ||||||
|
|
6,000,000 | 6,025,974 | ||||||
|
|
1,000,000 | 1,003,836 | ||||||
|
|
1,500,000 | 1,497,569 | ||||||
|
|
5,500,000 | 4,785,000 | ||||||
|
|
5,000,000 | 4,880,653 | ||||||
|
|
5,000,000 | 4,822,124 | ||||||
|
|
1,000,000 | 985,000 | ||||||
|
Par
|
Value
|
|||||||
|
CORPORATE OBLIGATIONS - (continued)
|
||||||||
|
Financial - (continued)
|
||||||||
|
|
||||||||
|
6.00% to
|
||||||||
|
4.75% to
|
1,500,000 | 1,342,500 | ||||||
|
|
10,000,000 | 9,158,665 | ||||||
|
|
||||||||
|
6.00%,
|
5,000,000 | 4,931,250 | ||||||
|
8.25%,
|
4,000,000 | 3,952,055 | ||||||
|
|
2,000,000 | 1,912,713 | ||||||
|
|
1,000,000 | 820,000 | ||||||
|
|
6,500,000 | 6,437,659 | ||||||
|
|
1,500,000 | 1,453,133 | ||||||
|
|
2,500,000 | 2,465,750 | ||||||
|
|
2,000,000 | 1,820,000 | ||||||
|
|
1,000,000 | 875,000 | ||||||
|
|
4,500,000 | 4,481,883 | ||||||
|
|
1,250,000 | 1,112,500 | ||||||
|
|
2,500,000 | 2,640,625 | ||||||
|
Non-MTM,
5.88%, |
5,000,000 | 4,877,594 | ||||||
|
|
3,500,000 | 3,447,500 | ||||||
|
|
9,000,000 | 8,910,000 | ||||||
|
|
4,000,000 | 3,861,743 | ||||||
|
|
5,000,000 | 5,054,810 | ||||||
|
|
7,000,000 | 420,000 | ||||||
|
|
||||||||
|
8.95% (3 mo. Term SOFR + 4.65%),
|
2,000,000 | 1,985,453 | ||||||
|
4.50% to
|
1,000,000 | 935,000 | ||||||
|
|
5,000,000 | 4,600,000 | ||||||
|
|
1,000,000 | 1,013,572 | ||||||
|
|
3,000,000 | 2,895,000 | ||||||
|
|
1,000,000 | 956,718 | ||||||
|
|
1,000,000 | 975,000 | ||||||
|
|
1,500,000 | 1,477,500 | ||||||
|
|
5,000,000 | 4,793,578 | ||||||
|
|
1,500,000 | 1,472,500 | ||||||
|
|
1,000,000 | 735,000 | ||||||
|
|
2,250,000 | 2,197,182 | ||||||
|
|
3,500,000 | 3,428,250 | ||||||
|
|
5,500,000 | 5,486,250 | ||||||
|
|
1,000,000 | 935,000 | ||||||
|
|
2,375,000 | 2,196,875 | ||||||
|
|
2,000,000 | 1,710,000 | ||||||
|
|
600,000 | 596,279 | ||||||
|
Par
|
Value
|
|||||||
|
CORPORATE OBLIGATIONS - (continued)
|
||||||||
|
Financial - (continued)
|
||||||||
|
|
||||||||
|
|
1,000,000 | 920,000 | ||||||
|
|
5,000,000 | 4,808,173 | ||||||
|
|
1,000,000 | 878,889 | ||||||
|
|
9,182,000 | 1,928,220 | ||||||
|
|
3,500,000 | 3,111,222 | ||||||
|
|
3,000,000 | 2,842,225 | ||||||
|
|
250,000 | 235,937 | ||||||
|
|
1,500,000 | 1,470,000 | ||||||
|
|
3,000,000 | 2,115,000 | ||||||
|
|
2,000,000 | 2,021,965 | ||||||
|
|
1,000,000 | 992,500 | ||||||
|
|
2,000,000 | 2,055,000 | ||||||
|
|
||||||||
|
6.25% to
|
2,000,000 | 2,120,189 | ||||||
|
5.29% to
|
2,000,000 | 1,981,986 | ||||||
|
|
590,824 | 611,230 | ||||||
|
|
2,000,000 | 1,950,000 | ||||||
|
|
1,500,000 | 1,479,375 | ||||||
|
|
1,500,000 | 1,398,750 | ||||||
|
|
4,000,000 | 3,932,554 | ||||||
|
|
5,000,000 | 4,937,500 | ||||||
|
|
5,000,000 | 4,859,272 | ||||||
|
|
5,000,000 | 5,144,520 | ||||||
|
|
7,000,000 | 6,997,955 | ||||||
|
|
1,000,000 | 915,000 | ||||||
|
|
2,250,000 | 2,262,041 | ||||||
|
|
||||||||
|
4.00% to
|
2,000,000 | 1,838,363 | ||||||
|
6.00%,
|
1,500,000 | 1,425,000 | ||||||
|
|
1,200,000 | 1,224,000 | ||||||
|
|
1,000,000 | 970,000 | ||||||
|
|
1,000,000 | 950,000 | ||||||
|
|
5,000,000 | 4,929,298 | ||||||
|
|
1,000,000 | 990,000 | ||||||
|
|
3,000,000 | 2,955,000 | ||||||
|
|
1,000,000 | 930,000 | ||||||
|
|
2,500,000 | 2,523,750 | ||||||
|
|
5,000,000 | 4,943,750 | ||||||
|
|
2,000,000 | 1,858,649 | ||||||
|
Par
|
Value
|
|||||||
|
CORPORATE OBLIGATIONS - (continued)
|
||||||||
|
Financial - (continued)
|
||||||||
|
|
||||||||
|
|
5,000,000 | 4,865,823 | ||||||
|
PeoplesBancorp MHC, 8.00% to
|
1,000,000 | 1,005,001 | ||||||
|
|
1,750,000 | 1,610,700 | ||||||
|
|
2,500,000 | 2,475,000 | ||||||
|
|
1,000,000 | 1,015,108 | ||||||
|
|
9,000,000 | 8,865,000 | ||||||
|
|
2,000,000 | 1,921,180 | ||||||
|
|
4,118,000 | 4,209,169 | ||||||
|
|
3,000,000 | 2,860,725 | ||||||
|
|
1,500,000 | 1,282,500 | ||||||
|
|
1,000,000 | 945,000 | ||||||
|
|
2,000,000 | 1,939,227 | ||||||
|
|
2,000,000 | 1,887,156 | ||||||
|
|
1,000,000 | 936,887 | ||||||
|
|
3,800,000 | 3,742,100 | ||||||
|
|
5,000,000 | 4,975,000 | ||||||
|
|
2,190,000 | 2,134,945 | ||||||
|
|
6,000,000 | 5,813,401 | ||||||
|
|
1,500,000 | 1,338,147 | ||||||
|
|
2,000,000 | 1,983,926 | ||||||
|
Stellar
|
1,750,000 | 1,706,238 | ||||||
|
|
3,000,000 | 2,940,888 | ||||||
|
|
4,000,000 | 3,934,389 | ||||||
|
|
6,000,000 | 5,872,500 | ||||||
|
|
1,250,000 | 1,150,787 | ||||||
|
|
||||||||
|
6.67% (3 mo. Term SOFR + 2.38%),
|
3,000,000 | 2,917,275 | ||||||
|
5.00% to
|
1,000,000 | 988,875 | ||||||
|
|
7,000,000 | 6,826,587 | ||||||
|
|
1,250,000 | 1,200,000 | ||||||
|
US
|
3,000,000 | 2,895,000 | ||||||
|
|
5,000,000 | 4,656,250 | ||||||
|
|
3,000,000 | 2,863,154 | ||||||
|
|
1,750,000 | 1,749,055 | ||||||
|
|
2,000,000 | 1,963,397 | ||||||
|
|
3,000,000 | 2,861,051 | ||||||
|
|
||||||||
|
6.84% (3 mo. Term SOFR + 2.53%),
|
2,000,000 | 1,998,326 | ||||||
|
3.88% to
|
1,000,000 | 981,168 | ||||||
|
|
4,000,000 | 3,967,500 | ||||||
|
|
5,000,000 | 4,908,809 | ||||||
|
Par
|
Value
|
|||||||
|
CORPORATE OBLIGATIONS - (continued)
|
||||||||
|
Financial - (continued)
|
||||||||
|
|
||||||||
|
|
2,000,000 | 1,786,719 | ||||||
| 431,735,596 | ||||||||
|
TOTAL CORPORATE OBLIGATIONS (Cost
|
433,766,123
|
|||||||
|
PREFERRED STOCKS - 6.2%
|
Shares
|
|||||||
|
Financial - 2.8%
|
||||||||
|
|
27,310 | 144,470 | ||||||
|
|
25,000 | 490,500 | ||||||
|
|
140,000 | 3,133,200 | ||||||
|
|
40,000 | 1,020,000 | ||||||
|
Goldman Sachs Group, Inc., 7.50% to
|
2,000,000 | 2,099,322 | ||||||
|
Series QIB, 8.25% to |
80,000 | 1,830,000 | ||||||
|
|
19,500 | 487,695 | ||||||
|
|
1,000 | 705,000 | ||||||
| 9,910,187 | ||||||||
|
Real Estate Investment Trust - 3.4%
|
||||||||
|
|
40,000 | 1,024,800 | ||||||
|
|
40,000 | 1,024,000 | ||||||
|
|
||||||||
|
10.05% (3 mo. LIBOR US + 5.20%), Perpetual (e)
|
20,000 | 505,000 | ||||||
|
Series B, 6.25% to
|
80,000 | 1,798,400 | ||||||
|
|
80,000 | 1,572,800 | ||||||
|
|
40,000 | 892,800 | ||||||
|
|
200,000 | 4,746,000 | ||||||
|
|
30,000 | 550,500 | ||||||
| 12,114,300 | ||||||||
|
TOTAL PREFERRED STOCKS (Cost
|
22,024,487
|
|||||||
|
COMMON STOCKS - 2.9%
|
||||||||
|
Financial - 2.6%
|
||||||||
|
|
10,000 | 232,000 | ||||||
|
|
7,000 | 300,720 | ||||||
|
Citigroup, Inc.
|
7,000 | 570,010 | ||||||
|
|
15,000 | 418,500 | ||||||
|
|
14,600 | 382,666 | ||||||
|
|
3,500 | 360,395 | ||||||
|
|
240 | 529,126 | ||||||
|
|
3,700 | 120,546 | ||||||
|
|
30,000 | 418,500 | ||||||
|
|
10,000 | 265,000 | ||||||
|
|
4,000 | 268,640 | ||||||
|
|
100,003 | 1,699,051 | ||||||
|
|
2,600 | 523,224 | ||||||
|
|
13,000 | 176,800 | ||||||
|
Shares
|
Value
|
|||||||
|
COMMON STOCKS - (continued)
|
||||||||
|
Financial - (continued)
|
||||||||
|
|
3,000 | |||||||
|
|
5,700 | 259,920 | ||||||
|
|
6,700 | 536,000 | ||||||
|
|
25,750 | 168,662 | ||||||
|
|
5,200 | 549,068 | ||||||
|
|
4,700 | 554,130 | ||||||
|
|
4,000 | 351,480 | ||||||
| 9,058,748 | ||||||||
|
Real Estate Investment Trust - 0.3%
|
||||||||
|
|
30,500 | 304,085 | ||||||
|
|
15,000 | 306,150 | ||||||
|
|
15,750 | 197,820 | ||||||
|
|
25,000 | 287,750 | ||||||
| 1,095,805 | ||||||||
|
TOTAL COMMON STOCKS (Cost
|
10,154,553
|
|||||||
|
WARRANTS - 0.6%
|
Contracts
|
|||||||
|
Financial
-
0.6%
|
||||||||
|
|
116,781 | 1,874,335 | ||||||
|
TOTAL WARRANTS (Cost
|
1,874,335
|
|||||||
|
CONVERTIBLE OBLIGATIONS - 0.0% (j)
|
Par
|
|||||||
|
Financial - 0.0% (j)
|
||||||||
|
|
$ | 1,000,000 | 60,000 | |||||
|
TOTAL CONVERTIBLE OBLIGATIONS (Cost
|
60,000
|
|||||||
|
SHORT-TERM INVESTMENTS - 2.4%
|
Shares
|
|||||||
|
Money Market Funds - 2.4%
|
||||||||
|
|
8,631,466 | 8,631,466 | ||||||
|
TOTAL SHORT-TERM INVESTMENTS (Cost
|
8,631,466
|
|||||||
|
TOTAL INVESTMENTS - 134.8% (Cost
|
476,510,964
|
|||||||
|
Liabilities in Excess of Other Assets - (34.8%)
|
(122,924,086 | ) | ||||||
|
TOTAL NET ASSETS - 100.0%
|
|
|||||||
| (a) |
Security is exempt from registration under Rule 144A or Section 4(a)(2) of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities are determined to be liquid by the Adviser, under the procedures established by the Fund's
|
| (b) |
All or a portion of security has been pledged as collateral in connection with open reverse repurchase agreements. At
|
| (c) |
To the extent that the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors.
|
| (d) |
Security issued as a "Baby Bond", with a par value of
|
| (e) |
Securities referencing LIBOR are expected to transition to an alternative reference rate.
|
| (f) |
Issuer is currently in default and not accruing income.
|
| (g) |
As of
|
| (h) |
Step coupon bond. The rate disclosed is as of
|
| (i) |
Non-income
producing security. Income is not being accrued. |
| (j) |
Represents less than 0.05% of net assets.
|
| (k) |
The rate shown represents the
7-day
annualized effective yield as of |
|
Counterparty
|
Interest
Rate |
Trade
Date
|
Maturity Date
|
Net Closing
Amount |
Face Value
|
|||||||||||||||
|
|
6.00 | % | ||||||||||||||||||
|
|
6.14 | % | 1,755,814 | 1,729,000 | ||||||||||||||||
|
|
5.76 | % | 26,138,481 | 26,022,000 | ||||||||||||||||
|
|
5.96 | % | 1,664,083 | 1,641,000 | ||||||||||||||||
|
|
5.76 | % | 1,353,201 | 1,334,000 | ||||||||||||||||
|
|
5.96 | % | 9,721,669 | 9,579,000 | ||||||||||||||||
|
Total
|
$
|
47,474,480
|
|
|||||||||||||||||
management investment company. Please see the table below for a summary of Fund specific information:
|
Ticker
|
Investment Objective
|
Commencement of Operations
|
||
|
FINS
|
Current Income & Total Return |
: The Fund records its investments at fair value in accordance with fair valuation accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. In addition, these standards require expanded disclosure for each major category of assets. These inputs are summarized in the three broad levels listed below:
| • |
Level 1: quoted prices in active markets for identical securities
|
| • |
Level 2: other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
|
| • |
Level 3: significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments based on the best information available)
|
management investment companies, including money market funds, will be valued based upon the NAV of such investments and are categorized as Level 1 of the fair value hierarchy.
, Nasdaq Global Select Market
, and the Nasdaq Capital Market
exchanges (collectively, "Nasdaq"), are valued at the last sale price at the close of that exchange. Securities traded on Nasdaq will be valued at the Nasdaq Official Closing Price. If, on a particular day, an exchange-listed or Nasdaq security does not trade, then: (i) the security shall be valued at the mean between the most recent quoted bid and asked prices at the close of the exchange; or (ii) the security shall be valued at the latest sales price on the Composite Market (defined below) for the day such security is being valued. "Composite Market" means a consolidation of the trade information provided by national securities and foreign exchanges and over-the-counter ("OTC") markets as published by a pricing service. In the event market quotations or Composite Market pricing are not readily available, fair value will be determined in accordance with the procedures adopted by the Board. All equity securities that are not traded on a listed exchange are valued at the last sale price at the close of the OTC market. If a
listed security does not trade on a particular day, then the mean between the last quoted bid and asked price will be used as long as it continues to reflect the value of the security. If the mean is not available, then bid price can be used as long as the bid price continues to reflect the value of the security. Otherwise, fair value will be determined in accordance with the procedures adopted by the Board. These securities will generally be categorized as Level 3 securities. When using the market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. Sometimes, an equity security owned by the Fund will be valued by the pricing service with factors other than market quotations or when the market is considered inactive. When this happens, the security will be classified as a Level 2 security.
responsibilities for making all necessary determinations of the fair value of portfolio securities and other assets for which market quotations are not readily available or if the prices obtained from independent pricing services are deemed to be unreliable indicators of market or fair value. Representatives of the Valuation Designee's Valuation Committee report quarterly to the
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
|
Assets
|
||||||||||||||||
|
Corporate Obligations
|
$- | |||||||||||||||
|
Preferred Stocks
|
17,390,165 | 3,929,322 | 705,000 | 22,024,487 | ||||||||||||
|
Common Stocks
|
10,154,553 | - | - | 10,154,553 | ||||||||||||
|
Warrants
|
- | 1,874,335 | - | 1,874,335 | ||||||||||||
|
Convertible Obligations
|
- | - | 60,000 | 60,000 | ||||||||||||
|
Short-Term Investments
|
8,631,466 | - | - | 8,631,466 | ||||||||||||
|
Total
|
||||||||||||||||
|
Other Financial Instruments
|
||||||||||||||||
|
Liabilities
|
||||||||||||||||
|
Reverse Repurchase Agreements
|
$- | ( |
$- | ( |
||||||||||||
The Fund intends to elect and continue to qualify to be taxed as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Fund generally will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to shareholders. The Fund generally intends to operate in a manner such that it will not be liable for federal income or excise taxes.
Investment security transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Interest income and expense is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted or amortized using the effective yield method, based on each security's estimated life and recoverable principal and recorded in interest income on the Statement of Operations. Dividend income and corporate transactions, if any, are recorded on the
Paydown gains and losses on mortgage related and other ABS are recorded as components of interest income on the Statement of Operations. Payments received from certain investments held by the Fund may be comprised of dividends, capital gains and retuof capital. The Fund originally estimates the expected classification of such payments. The amounts may subsequently be reclassified upon receipt of the information from the issuer. The actual character of distributions to the Fund's shareholders will be reflected in the Form 1099 received by shareholders after the end of the calendar year.
Distributions from the Fund's net investment income are declared and paid monthly. The Fund intends to distribute its net realized long term capital gains and net realized short term capital gains, if any, at least annually. Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the
date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset value per share of the Fund. For the year ended
: The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding, rounded to the nearest cent. The Fund's NAV will not be calculated on the days on which the
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the period. Actual results could differ from those estimates.
Under the Fund's organizational documents, the Fund will indemnify its officers and trustees for certain liabilities that may arise from performance of their duties to the Fund. Additionally, in the normal course of business, the Fund
Cash and cash equivalents are highly liquid assets including coin, currency and short-term investments that typically mature in
days. Short-term investments can include
A reverse repurchase agreement is the sale by the Fund of a security to a party for a specified price, with the simultaneous agreement by the Fund to repurchase that security from that party on a future date at a higher price. Proceeds from securities sold under reverse repurchase agreements are reflected as a liability on the Statement of Assets and Liabilities. Interest payments made are recorded as a component of interest expense on the Statement of Operations. Reverse repurchase agreements involve the risk that the counterparty will become subject to bankruptcy or other insolvency proceedings or fail to retua security to the Fund. In such situations, the Fund may incur losses as a result of a possible decline in the value of the underlying security during the period while the Fund seeks to enforce its rights, a possible lack of access to income on the underlying security during this period, or expenses of enforcing its rights.
|
Reverse Repurchase Agreements
|
Overnight and Continuous
|
Up to 30 Days
|
30-90 Days
|
Greater than
90 Days |
Total
|
|||||||||||||||
|
Corporate Obligations
|
$- | ($ | 26,022,000 | ) | ($ | 21,022,000 | ) | $- | ($ | 47,044,000 | ) | |||||||||
|
Total
|
$- | ($ | 26,022,000 | ) | ($ | 21,022,000 | ) | $- | ($ | 47,044,000 | ) | |||||||||
|
Gross amount of reverse repurchase agreements in Balance Sheet Offsetting Information Table
|
($ | 47,044,000 | ) | |||||||||||||||||
|
Amounts related to agreements not included in offsetting disclosure in Balance Sheet Offsetting Information Table
|
$- | |||||||||||||||||||
The Fund may invest in subordinated debt securities, sometimes also called "junior debt," which are debt securities for which the issuer's obligations to make principal and interest payment are secondary to the issuer's payment obligations to more senior debt securities. Such investments will consist primarily of debt issued by community banks or savings institutions (or their holding companies), which are subordinated to senior debt issued by the banks and deposits held by the bank, but are senior to trust preferred obligations, preferred stock and common stock issued by the bank.
The Fund may invest in below investment grade securities, including certain securities issued by
The Fund may invest in certain structured products, including community bank debt securitizations. Normally, structured products are privately offered and sold (that is, they are not registered under the securities laws); however,
The Fund may invest in common and preferred stock. Common stock represents an equity (ownership) interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company's stock price. The Fund may also invest in preferred stock. Preferred stock is a class of stock having a preference over common stock as to the payment of dividends and the recovery of investment should a company be liquidated, although preferred stock is usually junior to the debt securities of the issuer. Preferred stock typically does not possess voting rights and its market value may change based on changes in interest rates.
The Fund may invest in warrants. Warrants are securities, typically issued with preferred stock or bonds that give the holder the right to purchase a given number of shares of common stock at a specified price and time. The price of the warrant usually represents a premium over the applicable market value of the common stock at the time of the warrant's issuance. Warrants have no voting rights with respect to the common stock, receive no dividends and have no rights with respect to the assets of the issuer. Investments in warrants involve certain risks, including the possible lack of a liquid market for the resale of the warrants, potential price fluctuations due to adverse market conditions or other factors and failure of the price of the common stock to rise. If the warrant is not exercised within the specified time period, it becomes worthless.
The Fund may invest in convertible securities which are preferred stocks or bonds that pay a fixed dividend or interest payment and are convertible into common stock or other equity interests at a specified price or conversion ratio during a specified period. Although convertible bonds, convertible preferred stocks, and other securities convertible into equity securities may have some attributes of income securities or debt securities, the Fund generally treats such securities as equity securities. By investing in convertible securities, the Fund may seek income, and may also seek the opportunity, through the conversion feature, to participate in the capital appreciation of the common stock or other interests into which the securities are convertible, while potentially earning a higher fixed rate of retuthan is ordinarily available in common stocks. While the value of convertible securities depends in part on interest rate changes and the credit quality of the issuers, the value of these securities will also change based on changes in the value of the underlying stock. Income paid by a convertible security may provide a limited cushion against a decline in the price of the security; however, convertible securities generally have less potential for gain than common stocks. Also, convertible bonds generally pay less income than non-convertible bonds.
Developments such as public health crises, armed conflict, changing interest rates, inflation, supply chain disruptions, geopolitical risks, natural or environmental disasters, economic sanctions, and tariffs may disrupt economic markets and the prolonged economic impacts of these types of developments are uncertain. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration, spread, and conclusion of global events, and such uncertainty may in tuimpact the value of the Fund's investments.
|
Gross Amounts Not Offset in
Statement of Assets and Liabilities
|
||||||||||||
|
Gross Amounts of
Recognized Liabilities |
Gross Amounts Offset in
Statement of Assets and Liabilities
|
Net Amounts of
Liabilities Presented in
Statement of Assets and Liabilities
|
Financial
Instruments |
Cash Collateral
Pledged |
Net Amount
|
|||||||
| Reverse Repurchase Agreements | ( |
$- | ( |
( |
$- | $- | ||||||
|
Recoverable
Expenses Subject to
36 Month Limit
During the Year
Ended
|
|
|
fund analyst community regarding the Fund on a regular basis. The Fund pays Destra a service fee in an annual amount equal to 0.07% of the average daily value of the Fund's Managed Assets. This fee is included in the Service Fees line item that is reflected in the Statement of Operations.
|
Purchases
|
Sales
|
|
|
2025
|
2024
|
|||||||
|
Distributions paid from:
|
||||||||
|
Ordinary Income
|
$ | 17,813,675 | ||||||
|
Net Long-Term Capital Gain
|
- | - | ||||||
|
|
14,750,846 | 12,512,118 | ||||||
|
Total
|
$ | 30,325,793 | ||||||
|
Tax Cost of Investments
|
||
|
Unrealized Appreciation*
|
6,804,507 | |
|
Unrealized Depreciation*
|
(35,945,478) | |
|
Net Unrealized Appreciation (Depreciation)*
|
( |
|
|
Undistributed Ordinary Income
|
- | |
|
Undistributed Long-Term Gain (Loss)
|
- | |
|
Accumulated Gain (Loss)
|
$- | |
|
Other Accumulated Gain (Loss)
|
(17,174,926) | |
|
Total Distributable Earnings (Accumulated Deficit)
|
( |
| * |
Represents aggregated amounts of investments and reverse repurchase agreements in the Fund.
|
|
No expiration short-term
|
||
|
No expiration long-term
|
||
|
Total
|
|
Series
|
Principal
Outstanding |
Payment
Frequency |
Unamortized
Offering Costs |
Estimated
Fair Value
|
Fixed Interest
Rate |
Maturity Date
|
||||||
|
A
|
Semi-Annual | 2.35% | ||||||||||
|
B
|
Semi-Annual | 2.80% |
|
Layoff/Expiration Date
|
Shares of Common
Stock Issued
|
Subscription
Price
|
Offering
Costs
|
|||
|
|
410,000 | |||||
|
|
300,000 | |||||
|
|
4,366,333 |
The Fund's Part F of Form
is available on the
and may be reviewed and copied at the
and (2) from Fund documents filed with the
.
meeting held on September
2024 (the "Meetings"), the
period.
funds.
The Trustees concluded that Angel Oak is capable of providing high quality services to the Fund, as indicated by the nature and quality of services provided in the past to the Fund and other registered investment companies advised by Angel Oak (the "Angel Oak Funds"), Angel Oak's management capabilities demonstrated with respect to the Fund, the professional qualifications and experience of each of the portfolio managers of the Fund, Angel Oak's investment and management oversight processes, and the competitive investment performance of the Fund. The Trustees also determined that Angel Oak proposed to provide investment advisory services that were of the same quality as services it provided to the Fund in the past, and that these services are appropriate in scope and extent in light of the Fund's operations, the competitive landscape of the investment company business and investor needs. On the basis of the Trustees' assessment of the nature, extent and quality of the advisory services provided by Angel Oak, the Trustees concluded that Angel Oak is capable of continuing to generate a level of long-term investment performance that is appropriate in light of the Fund's investment objective, policies and strategies and competitive with many other comparable investment companies.
The Trustees concluded on the basis of information derived from independent third-party data that Angel Oak had achieved investment performance that was competitive relative to the Fund's category, as established by the Outside Data Provider (the "Category"), and a smaller peer group of comparable funds (the "
period ended
and three-year periods ended
three-, and five-year periods ended
On the basis of comparative information derived from the expense data provided to the Board, the Trustees determined that the Fund's management fee was higher than the median management fees of its peer
funds and that its net expense ratio was higher than the median of its peer
funds. The Board noted that the quality of services provided by Angel Oak and the past long-term performance of the Angel Oak Funds demonstrated that the advisory fee still offered an appropriate value for the Fund and its shareholders. In addition, the Trustees noted that Angel Oak had agreed to limit the operating expenses of the Fund through
registered funds (e.g., a UCITS fund) and
funds that have investment strategies similar to certain of the Angel Oak Funds. The Board
. While it was noted that the Fund's investment advisory fee will not decrease as the Fund's assets grow because the Fund is not subject to investment advisory fee breakpoints, the Trustees concluded that the Fund's investment advisory fee was appropriate in light of the projected size of the Fund and appropriately reflects the current economic environment for Angel Oak and the competitive nature of the
fund market. The Trustees then noted that they would have the opportunity to periodically
whether the Fund had achieved economies of scale and the appropriateness of the investment advisory fee payable to Angel Oak with respect to the Fund, in the future, at which time the implementation of fee breakpoints on the Fund could be considered. Finally, the Trustees noted the continued improvements made to the Adviser's infrastructure and services provided to the Fund, which had been funded by the advisory fees received by the Adviser.
. The Trustees concluded that other benefits derived by Angel Oak from its relationship with the Fund are reasonable and fair and consistent with industry practice and the best interests of the Fund and its shareholders.
In approving the Investment Advisory Agreement, the Trustees determined that Angel Oak has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. The Trustees also concluded that Angel Oak has made a significant entrepreneurial commitment to the management and success of the Fund, which entails a substantial financial and professional commitment, including the Operating Expense Limitation Agreement under which Angel Oak has undertaken to waive a portion of its fees to the benefit of Fund shareholders to the extent necessary in accordance with the terms of the Operating Expense Limitation Agreement. The Trustees observed that the waivers are subject to recoupment under the terms of the Operating Expense Limitation Agreement. Angel Oak's financial commitment to the Fund also included the payment of organizational, offering and distribution costs for the Fund when it was launched. The Board also considered matters with respect to the brokerage practices of Angel Oak, including its best-execution procedures, and noted that these were reasonable and consistent with standard industry practice.
shareholders holding at least one full Share of the Fund will be automatically enrolled in the Plan. Shareholders who do not participate in the Plan will receive all distributions in cash.
for any periods less than one year) paid quarterly as well as
expenses incurred in connection with attendance at meetings.
|
Year of Birth
|
Position with
the Fund
|
Term of Office
and Length of
Time Served
|
Principal
Occupation(s) During
Past 5 Years
|
Number of
Portfolios
in Fund
Complex
(1)
Overseen
by Trustee
|
Other Directorships Held
During the Past 5 Years
|
|||||
|
Independent Trustees
(2)
|
||||||||||
|
1959
|
Independent Trustee,
Chair
(Class III)
|
Trustee since 2018,
Chair since 2019;
3 year term
|
Executive Vice President, Recognos Financial (investment industry data analysis provider) (2015-2021); Independent financial services consultant (since 2005). | 9 | Trustee, |
|||||
|
1953
|
Independent Trustee (Class I) | Since 2018; 3 year term | Retired. | 9 | Trustee, (2019-2022).
|
|||||
|
Year of Birth
|
Position with
the Fund
|
Term of Office
and Length of
Time Served
|
Principal
Occupation(s) During
Past 5 Years
|
Number of
Portfolios
in Fund
Complex
(1)
Overseen
by Trustee
|
Other Directorships Held
During the Past 5 Years
|
|||||
|
1951
|
Independent Trustee (Class II) | Since 2018; 3 year term | President, |
9 | Trustee, (2019-2022);
Director, |
|||||
|
1967
|
Independent Trustee (Class II) | Since 2019; 3 year term | Private Investor; Independent Contractor, |
9 | Trustee and Audit Committee Chair, (2019-2022);
Trustee and Audit Committee Chair, |
|
Year of Birth
|
Position with
the Fund
|
Term of Office
and Length of
Time Served
|
Principal
Occupation(s) During
Past 5 Years
|
Number of
Portfolios
in Fund
Complex
(1)
Overseen
by Trustee
|
Other Directorships Held
During the Past 5 Years
|
|||||
|
Interested Trustees
|
||||||||||
|
1976
|
Interested Trustee (Class I) | Since 2023; 3 year term | Senior Portfolio Manager, |
9 | Trustee, (2022-2022).
|
|||||
|
(3)
1986
|
Interested Trustee (Class III) |
Since 2024; Through 2026
|
Head of Portfolio Management, Public Strategies, |
9 |
Trustee,
|
|||||
| (1) |
|
| (2) |
The Trustees of the Fund who are not "interested persons" of the Fund as defined in the 1940 Act ("Independent Trustees").
|
| (3) |
|
|
Year of Birth
|
Position with the Fund
|
Term of Office and Length of Time Served
|
Principal Occupation(s) During Past 5 Years
|
|||
|
Officers
|
||||||
|
1967
|
President | Since 2022; indefinite term (other offices held 2015-2022) | Chief Operating Officer, (2018-2022).
|
|||
|
1984
|
Secretary | Since 2023; indefinite term | (2019-2022).
|
|||
|
1984
|
Treasurer | Since 2025; indefinite term | Fund Controller, |
|||
|
1989
|
Chief Compliance Officer | Since 2022; indefinite term | Chief Compliance Officer, |
|||
financial institutions, which may include, but are not limited to, banks, thrifts, finance companies, business development companies ("BDCs") that invest primarily in loans, commercial mortgage and residential mortgage real estate investment trusts ("REITs"), brokerage and advisory firms, insurance companies and financial holding companies. In pursuing its investment objective, the Fund invests primarily in debt issued by financial institutions, including subordinated debt
unrated debt, senior debt and high yield securities. The Fund may also invest in common equity, preferred equity, convertible securities, warrants and trust-preferred securities ("TruPS") of these institutions. The Fund's investment policy to invest at least 80% of its assets in securities of
financial institutions is not fundamental and may be changed without shareholder approval. The Fund will provide shareholders with 60 days' notice of any change in this 80% investment policy.
issuers and in markets outside
grade
and junior debt tranches of Structured Products) and expects that a substantial portion of its assets will be illiquid. The Fund may also invest in restricted securities (i.e., securities the disposition of which is restricted under the federal securities laws).
(i.e.,
perspective. The research team's risk modeling analysis provides a granular focus on seeking to mitigate credit risk. Scenario analysis is conducted to help portfolio managers understand how an individual security would perform under a range of economic and capital market conditions. Scenario analysis is completed by applying multiple interest rate, credit and cash flow assumptions. Once the critical factors for individual security selection have been evaluated, a recommendation is made. The Adviser also makes use of various third-party analytical systems and uses proprietary models to confirm or eliminate results of
models. Portfolio managers and analysts merge the outputs of these analytical models with their own views on future market and economic conditions to generate more qualified
assumptions.
fund regulated under the 1940 Act. BDCs typically invest in and lend to small- and
private and certain public companies that may not have access to public equity markets for capital raising. The interest earned by a BDC flows through to investors in the form of a dividend, normally without being taxed at the BDC entity level. BDCs may invest in a diverse array of industries. BDCs are unique in that generally, at least 70% of their investments must be made in private and certain public
issuers, including direct investments in companies whose securities are principally traded outside
markets. The Fund intends to invest in securities of companies in developed
. The capital markets may experience periods of disruption, instability and volatility due to, among other things, social, political, economic and other conditions and events such as natural disasters, terrorism, epidemics and pandemics. Such conditions may materially and adversely affect the markets globally and the issuers, industries, governments and jurisdictions in which the Fund invests, which may have a negative impact on the Fund's performance. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat.
The Fund is actively managed and its performance may reflect the Adviser's ability to make decisions which are suited to achieving the Fund's investment objective. Due to its active management, the Fund could underperform other funds with a similar investment objective.
Shares of
management investment companies frequently trade at a discount from their NAV, which is a risk separate and distinct from the risk that the Fund's NAV could decrease as a result of its investment activities. Although the value of the Fund's net assets is generally considered by market participants in determining whether to purchase or sell Shares, whether investors will realize gains or losses upon the sale of Shares will depend entirely upon whether the market price of Shares at the time of sale is above or below the investor's purchase price for Shares. Because the market price of Shares will be determined by factors such as NAV, dividend and distribution levels (which are dependent, in part, on expenses), supply of and demand for Shares, stability of dividends or distributions, trading volume of Shares, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict whether Shares will trade at, below or above NAV or at, below or above the initial public offering price. Shares of the Fund are designed primarily for long-term investors; investors in Shares should not view the Fund as a vehicle for trading purposes.
Unless the Fund completes a tender offer to all shareholders to purchase shares of the Fund at a price equal to the NAV per share on the expiration date of the tender offer (an "Eligible Tender Offer") and converts to perpetual existence, the Fund will terminate on or about the Termination Date. The Fund is not a so called "target date" or "life cycle" fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a "target term" fund whose investment objective is to retuits original NAV on the termination date.
See "Market discount risk."
shareholders. The purchase of Shares by the Fund pursuant to a tender offer will have the effect of increasing the proportionate interest in the Fund of
shareholders. All shareholders remaining after a tender offer will be subject to proportionately higher expenses due to the reduction in the Fund's total assets resulting from payment for the tendered Shares. Such reduction in the Fund's total assets may also result in less investment flexibility, reduced diversification and greater volatility for the Fund, and may have an adverse effect on the Fund's investment performance.
management investment companies frequently trade at a discount from their NAV, and as a result remaining shareholders may only be able to sell their Shares at a discount to NAV.
Companies in the group of industries related to banks and diversified financials are often subject to extensive governmental regulation and intervention, which may adversely affect the scope of their activities, the prices they can charge and the amount of capital they must maintain. Governmental regulation may change frequently and may have significant adverse consequences for companies in the group of industries related to banks and diversified financials, including effects not intended by such regulation. The impact of recent or future regulation in various countries on any individual financial company or on the industries as a whole cannot be predicted. The Fund's emphasis on community banks may make the Fund more economically vulnerable in the event of a downtuin the banking industry. Community banks may face heightened risks of failure during times of economic downturns than larger banks. Community banks may also be subject to greater lending risks than larger banks.
costs and catastrophic events such as earthquakes, hurricanes and terrorist acts.
banks, which could be harmful to the Fund and issuers in which it invests. For example, if a bank in which the Fund or issuer has an account fails, any cash or other assets in bank accounts may be temporarily inaccessible or permanently lost by the Fund or issuer. If a bank that provides a subscription line credit facility, asset-based facility, other credit facility and/or other services to an issuer fails, the issuer could be unable to draw funds under its credit facilities or obtain replacement credit facilities or other services from other lending institutions with similar terms. Even if banks used by issuers in which the Fund invests remain solvent, continued volatility in the banking sector could cause or intensify an economic recession, increase the costs of banking services or result in the issuers being unable to obtain or refinance indebtedness at all or on as favorable terms as could otherwise have been obtained. Conditions in the banking sector are evolving and the scope of any potential impacts to the Fund and issuers, both from market conditions and also potential legislative or regulatory responses, are uncertain. Continued market volatility and uncertainty and/or a downtuin market and economic and financial conditions, as a result of developments in the banking industry or otherwise (including as a result of delayed access to cash or credit facilities), could have an adverse impact on the Fund and issuers in which the Fund invests.
When financial institutions loan money, commit to loan money or enter into a letter of credit or other contract with a counterparty, they incur credit risk, or the risk of losses if their borrowers do not repay their loans or their counterparties fail to perform according to the terms of their contract. The companies in which the Fund will invest offer a number of products which expose them to credit risk, including loans, leases and lending commitments, derivatives, trading account assets and assets
Financial institutions allow for and create loss reserves against credit risks based on an assessment of credit losses inherent in their credit exposure (including unfunded credit commitments). This process, which is critical to their financial results and condition, requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of their borrowers to repay their loans. As is the case with any such assessments, there is always the chance that the financial institutions in which the Fund invests will fail to identify the proper factors or that they will fail to accurately estimate the impacts of factors that they identify. Failure to identify credit risk factors or the impact of credit factors may result in increased
assets, which will result in increased loss reserve provisioning and reduction in earnings. Poor asset quality can also affect earnings through reduced interest income which can impair a bank's ability to service debt obligations or to generate sufficient income for equity holders. Bank failure may result due to inadequate loss reserves, inadequate capital to sustain credit losses or reduced earnings due to
assets. The Fund will not have control over the asset quality of the financial institutions in which the Fund will invest, and these institutions may experience substantial increases in the level of their
assets which may have a material adverse impact on the Fund's investments.
A bank's capital position is extremely important to its overall financial condition and serves as a cushion against losses.
Earnings are the primary means for financial institutions to generate capital to support asset growth, to provide for loan losses and to support their ability to pay dividends to shareholders. The quantity as well as the quality of earnings can be affected by excessive or inadequately managed credit risk that may result in losses and require additions to loss reserves, or by high levels of market risk that may unduly expose an institution's earnings to volatility in interest rates. The quality of earnings may also be diminished by undue reliance on extraordinary gains, nonrecurring events, or favorable tax effects. Future earnings may be adversely affected by an inability to forecast or control funding and operating expenses, net interest margin compression improperly executed or
business strategies, or poorly managed or uncontrolled exposure to other risks. Deficient earnings can result in inadequate capital resources to support asset growth or insufficient cash flow to meet the
order by regulators which could potentially impair the Fund's investments.
The ability of management to identify, measure, monitor and control the risks of an institution's activities and to ensure a financial institution's safe, sound and efficient operation in compliance with applicable laws and regulations are critical. Depending on the nature and scope of an institution's activities, management practices may need to address some or all of the following risks: credit, market, operating, reputation, strategic, compliance, legal, liquidity and other risks. The Fund will not have direct or indirect control over the management of the financial institutions in which the Fund will invest and, given the Fund's long-term investment strategy, it is likely that the management teams and their policies may change. The inability of management to operate their financial institution in a safe, sound and efficient manner in compliance with applicable laws and regulations, or changes in management of financial institutions in which the Fund invests, may have an adverse impact on the Fund's investment.
Financial institutions face significant legal risks in their businesses, and the volume of claims and amount of damages and penalties claimed in litigation and regulatory proceedings against financial institutions remain high. Substantial legal liability or significant regulatory action against the companies in which the Fund invests could have material adverse financial effects or cause significant reputational harm to these companies, which in tucould seriously harm their business prospects. Legal liability or regulatory action against the companies in which the Fund invests could have material adverse financial effects on the Fund and adversely affect the Fund's earnings and book value.
The financial institutions in which the Fund will invest are directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions. Market risk is inherent in the financial instruments associated with the operations and activities including loans, deposits, securities, short-term borrowings, long-term debt, trading account assets and liabilities and derivatives of the financial institutions in which the Fund will invest. Market risk includes, but is not limited to, fluctuations in interest rates, equity and futures prices, changes in the implied volatility of interest rates, equity and futures prices and price deterioration or changes in value due to changes in market perception or actual credit quality of the issuer. Accordingly, depending on the instruments or activities impacted, market risks can have wide ranging, complex adverse effects on the operations and overall financial condition of the financial institutions in which the Fund will invest as well as adverse effects on the Fund's results from operations and overall financial condition.
Monetary policies have had, and will continue to have, significant effects on the operations and results of financial institutions. There can be no assurance that a particular financial institution will not experience a material adverse effect on its net interest income in a changing interest rate environment. Factors such as the liquidity of the global financial markets, and the availability and cost of credit may significantly affect the activity levels of customers with respect to the size, number and timing of transactions. Fluctuation in interest rates, which affect the value of assets and the cost of funding liabilities, are not predictable or controllable, may vary and may impact economic activity in various regions.
The group of industries related to banks and diversified financials, including the banking sector, is extremely competitive, and it is expected that the competitive pressures will increase. Merger activity in the financial services industry has resulted in and is expected to continue to result in, larger institutions with greater financial and other resources that are capable of offering a wider array of financial products and services. The group of industries related to banks and diversified financials has become considerably more concentrated as numerous financial institutions have been acquired by or merged into other institutions. The majority of financial institutions in which the Fund will invest will be relatively small with significantly fewer resources and capabilities than larger institutions; this size differential puts them at a competitive disadvantage in terms of product offering and access to capital. Technological advances and the growth of
have made it possible for
institutions and
financial institutions to offer products and services that have traditionally been offered by banking and other financial institutions. It is expected that the cross-industry competition and inter-industry competition will continue to intensify and may be adverse to the financial institutions in which the Fund invests.
Financial institutions, including community banks, are subject to various state and federal banking regulations that impact how they conduct business, including but not limited to how they obtain funding, their ability to operate and the value of the Fund's investments. Changes to these regulations could have an adverse effect on their operations and operating results and the Fund's investments. The Fund expects to make long-term investments in financial institutions that are subject to various state and federal regulations and oversight.
under the 1940 Act and applicable
Investments in
funds that elect to be treated as BDCs may be subject to a high degree of risk and speculative investing. BDCs typically invest in and lend to small and
private and certain public companies that may not have access to public equity markets or capital raising. As a result, a BDC's portfolio typically will include a substantial amount of securities purchased in private placements, and its portfolio may carry risks similar to those of a private equity or private debt fund. Securities that are not publicly registered may be difficult to value and may be difficult to sell at a price representative of their intrinsic value. Small and
companies also may have fewer lines of business so that changes in any one line of business may have a greater impact on the value of their stock than is the case with a larger company. Some BDCs invest substantially, or even exclusively, in one sector or industry group and therefore carry risk of that particular sector or industry group. To the extent a BDC focuses its investments in a specific sector, the BDC will be susceptible to adverse conditions and economic or regulatory occurrences affecting the specific sector or industry group, which tends to increase volatility and result in higher risk.
funds, they may trade in the secondary market at a discount to their NAV. Shares of
BDCs generally do not trade in a secondary market and, accordingly, have little or no liquidity.
asset diversification and annual distribution requirements. If a BDC in which the Fund invests fails to qualify as a RIC, such BDC would be liable for federal, and possibly state, corporate taxes on its taxable income and gains. Such failure by a BDC could substantially reduce the BDC's net assets and the amount of income available for distribution to the Fund, which would in tudecrease the total retuof the Fund in respect of such investment.
fund risk.
The Fund is a diversified,
management investment company and designed primarily for long term investors.
funds differ from
management investment companies (commonly known as mutual funds) because investors in a
fund do not have the right to redeem their shares on a daily basis. Shares of the Fund may trade at a discount to the Fund's NAV. See "Market discount risk."
Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. An Equity REIT may be affected by changes in the value of the underlying properties owned by the REIT. A Mortgage REIT may be affected by the ability of the issuers of its portfolio mortgages to repay their obligations. REITs are dependent upon the skills of their managers and are not necessarily diversified. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of default by lessees or borrowers. REITs may experience adverse impacts when commercial tenants are unwilling or unable to satisfy their obligations or continue to pay rent on time or at all, or choose not to renew their leases or
properties on the same or better terms in the event of non renewal or early termination of existing leases. A rise in unemployment will directly impact residential mortgage REITs in a similar fashion when obligors are unable to make mortgage payments on time.
Mortgage REITs lend money to developers and owners of properties and invest primarily in mortgages and similar real estate interests. Mortgage REITs receive interest payments from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to the credit risk of the borrowers to whom they extend funds, which is the risk that the borrower will not be able to make timely interest and principal payments on the loan to the mortgage REIT. Mortgage REITs also are subject to the risk that the value of mortgaged properties may be less than the amounts owed on the properties. If a mortgage REIT is required to foreclose on a borrower, the amount recovered in connection with the foreclosure may be less than the amount owed to the mortgage REIT. Mortgage REITs are subject to significant interest rate risk. During periods when interest rates are declining, mortgages are often refinanced or prepaid. Refinancing or prepayment of mortgages may reduce the yield of mortgage REITs. In addition, rising interest rates generally increase the costs of obtaining financing, which could cause the value of a mortgage REIT's investments to decline. A mortgage REIT's investment in adjustable rate obligations may react differently to interest rate changes than an investment in fixed rate obligations. As interest rates on adjustable rate mortgage loans are reset periodically, yields on a mortgage REIT's investment in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations. Mortgage REITs typically use leverage (and in many cases, may be highly leveraged), which increases investment risk and could adversely affect a mortgage REIT's operations and market value in periods of rising interest rates, increased interest rate volatility, downturns in the economy, reductions in the availability of financing or deterioration in the conditions of the mortgage REIT's mortgage-related assets.
Equity REITs make direct investments in real estate. Equity REITs invest primarily in real properties and may earental income from leasing those properties. Equity REITs may also realize gains or losses from the sale of properties.
Because they combine the characteristics of Mortgage REITs and Equity REITs, Hybrid REITs are subject to the risks associated with both Mortgage REITs and Equity REITs, as described above, and to the risks associated with REITs generally.
Qualification as a REIT under the Code in any particular year is a complex analysis that depends on a number of factors. There can be no assurance that an entity in which the Fund invests with the expectation that it will be taxed as a REIT will, in fact, qualify as a REIT. An entity that fails to qualify as a REIT would be subject to a corporate level tax, would not be entitled to a deduction for dividends paid to its shareholders and would not pass through to its shareholders the character of income earned by the entity. Dividends paid by REITs may not receive preferential tax treatment afforded other dividends. The failure of a company to qualify as a REIT could have adverse consequences for the Fund, including significantly reducing the retuto the Fund on its investment in such company.
Ownership of real estate is subject to a number of risks, including (i) changes in the general economic climate (such as changes in interest rates or the credit markets) and social and economic trends; (ii) local real estate conditions (such as an oversupply of space or a reduction in demand for space); (iii) the quality and philosophy of management; (iv) competition (such as competition based on rental rates); (v) specific features of properties (such as location); (vi) financial condition of tenants, buyers and sellers of properties; (vii) quality of maintenance, insurance and management services; (viii) changes in operating costs; (ix) government regulations (including those governing usage, improvements, zoning, limitations on rents and taxes); (x) the availability of financing; (xi) difficulties in valuing and disposing of real estate; (xii) risk of casualty or condemnation losses; (xiii) delays in completion of construction; (xiv) losses due to "special hazards" (e.g., floods, earthquakes and hurricanes); (xv) potential liability under environmental and other laws (such as successor liability if investing in existing entities); and (xvi) the possibility of borrowers paying off mortgages sooner than expected, which may lead to reinvestment of assets at lower prevailing interest rates.
Credit risk is the risk that securities owned by the Fund will decline in value or the issuer of a security owned by the Fund will not be able to make interest or principal payments on the security when due because the issuer of the security experiences a decline in its financial circumstances. Certain investments may be exposed to the credit risk of the counterparties with whom the Fund deals.
The Fund's investments in equity securities may subject the Fund to volatility and the following risks: (i) prices of stock may fall over short or extended periods of time; (ii) cyclical movements of the equity market may cause the value of the Fund's securities to fluctuate drastically from day to day; and (iii) individual companies may report poor results or be negatively affected by industry and or economic trends and developments.
Changes in interest rates generally will cause the value of fixed-income instruments held by the Fund to vary inversely to such changes. Prices of longer-term fixed-income instruments generally fluctuate more than the prices of shorter-term fixed income instruments as interest rates change. In addition, a fund with a longer average portfolio duration will be more sensitive to changes in interest rates than a fund with a shorter average portfolio duration. Duration is a measure
Floating or variable rate securities pay interest at rates that adjust in response to changes in a specified interest rate or reset at predetermined dates (such as the end of a calendar quarter). Securities with floating or variable interest rates are generally less sensitive to interest rate changes than securities with fixed interest rates, but may decline in value if their interest rates do not rise as much, or as quickly, as comparable market interest rates. Conversely, floating or variable rate securities will not generally increase in value if interest rates decline. The impact of interest rate changes on floating or variable rate securities is typically mitigated by the periodic interest rate reset of the investments. Floating or variable rate securities can be rated below investment grade or unrated; therefore, the Fund relies heavily on the analytical ability of the Adviser. Lower-rated floating or variable rate securities are subject to many of the same risks as high yield securities, although these risks are reduced when the instruments are senior and secured as opposed to many high yield securities that are junior and unsecured. Floating or variable rate securities are often subject to restrictions on resale, which can result in reduced liquidity.
Below investment grade instruments are commonly referred to as "junk" or high yield instruments and are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. Lower grade instruments may be particularly susceptible to economic downturns. It is likely that a prolonged or deepening economic recession could adversely affect the ability of the issuers of such instruments to repay principal and pay interest thereon, increase the incidence of default for such instruments and severely disrupt the market value of such instruments. There is no minimum credit quality for securities in which the Fund may invest, provided that not more than 15% of its Managed Assets in credit instruments rated below rated CCC by S&P or Fitch or Caa2 by
It is expected that a substantial portion of the securities and instruments in which the Fund invests will not trade on any exchange and will be illiquid. The Fund may also invest in restricted securities. 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 Fund may invest in convertible securities which are preferred stocks or bonds that pay a fixed dividend or interest payment and are convertible into common stock or other equity interests at a specified price or conversion ratio during a specified period. Although convertible bonds, convertible preferred stocks and other securities convertible into equity securities may have some attributes of income securities or debt securities, the Fund generally treats such securities as equity securities. By investing in convertible securities, the Fund may seek income, and may also seek the opportunity, through the conversion feature, to participate in the capital appreciation of the common stock or other interests into which the securities are convertible, while potentially earning a higher fixed rate of retuthan is ordinarily available in common stocks. While the value of convertible securities depends in part on interest rate changes and the credit quality of the issuers, the value of these securities will also change based on changes in the value of the underlying stock. Income paid by a convertible security may provide a limited cushion against a decline in the price of the security; however, convertible securities generally have less potential for gain than common stocks. Also, convertible bonds generally pay less income than
bonds.
Banks may issue subordinated debt securities, which have a lower priority to full payment behind other more senior debt securities. This means, for example, that if the issuing bank were to become insolvent, subordinated debt holders may not receive a full retuof their principal because the bank would have to satisfy the claims of senior debt holders first. To the extent a bank in which the Fund invests were to be placed into a
The Structured Products in which the Fund may invest include community bank debt securitizations and other ABS and debt securitizations (which may be referred to as collateralized debt securities or CDOs), which are collateralized by a portfolio consisting primarily of unsecured, subordinated loans made to, and unsecured, subordinated debentures, notes or other securities issued by, community banks or other financial institutions. Holders of Structured Products bear risks of the underlying assets and are subject to counterparty risk. The Fund (and other investors in the Structured Product) ultimately bear the credit risk associated with the underlying assets. Most Structured Products are issued in multiple tranches that offer investors various maturity and credit risk characteristics, which are often categorized as senior, mezzanine, and subordinated/ equity. The Fund may invest in any tranche of a Structured Product, including the subordinated/ equity tranches.
information that may restrict the Fund's ability to dispose of its interests in the Structured Product. The Fund does not currently contemplate making investments in any specific investments sponsored by the Adviser or an affiliate; however, to the extent the Fund does, it will do so only as permitted under the 1940 Act and the rules thereunder.
value, or at all, in the event that it determines to sell them.
The Fund's derivatives and other similar investments (referred to collectively in this section as "derivatives" or "derivative investments") have risks similar to their underlying assets and may have additional risks, including the imperfect correlation between the value of such instruments and the underlying asset, rate or index, which creates the possibility that the loss on such instruments may be greater than the gain in the value of the underlying asset, rate or index; the loss of principal; the possible default of the other party to the transaction; illiquidity of the derivative investments; risks arising from margin requirements; and risks arising from mispricing or valuation complexity. The use of derivatives is also subject to operational risk which refers to risk related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and human error, as well as legal risk which refers to the risk of loss resulting from insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract. Derivatives are also subject to market risk which refers to the risk that markets could experience a change in volatility that adversely impacts Fund returns and the Fund's obligations and exposures. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding, or may not recover at all. In addition, in the event of the insolvency of a counterparty to a derivative transaction, the derivative contract would typically be terminated at its fair market value. If the Fund is owed this fair market value in the termination of the derivative contract and its claim is unsecured, the Fund will be treated as a general creditor of such counterparty, and will not have any claim with respect to the underlying security. Certain of the derivative investments in which the Fund may invest may, in certain circumstances, give rise to a form of financial leverage, which may magnify the risk of owning such instruments. The ability to successfully use derivative investments depends on the ability of the Adviser to predict pertinent market movements, which cannot be assured. In addition, amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to the Fund's derivative investments would not be available to the Fund for other investment purposes, which may result in lost opportunities for gain.
A futures contract is a standardized agreement to buy or sell a specific quantity of an underlying instrument at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total return, and the potential loss from futures can exceed the Fund's initial investment in such contracts.
If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed-upon price typically in exchange for a premium paid by the Fund. If the Fund sells an option, it sells to another person the right to buy from or sell to the Fund a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed-upon price typically in exchange for a premium received by the Fund. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well-conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.
A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indexes, reference rates, currencies or other instruments. Most swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). The Fund's obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. Swap agreements are particularly subject to counterparty credit, liquidity, valuation, correlation and leverage risk. Certain standardized swaps are now subject to mandatory central clearing requirements and others are now required to be exchange-traded. While central clearing and exchange-trading are intended to reduce counterparty and liquidity risk, they do not make swap transactions risk-free. Swaps could result in losses if interest rate or foreign currency exchange rates or credit quality changes are not correctly anticipated by the Fund or if the reference index, security or investments do not perform as expected. The Fund's use of swaps may include those based on the credit of an underlying security, commonly referred to as "credit default swaps." Where the Fund is the buyer of a credit default swap contract, it would be entitled to receive the par (or other agreed-upon) value of a referenced debt obligation from the counterparty to the contract only in the event of a default or similar event by a third party on the debt obligation. If no default occurs, the Fund would have
Rising interest rates tend to extend the duration of securities, making them more sensitive to changes in interest rates. The value of longer-term securities generally changes more in response to changes in interest rates than shorter-term securities. As a result, in a period of rising interest rates, securities may exhibit additional volatility and may lose value. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, including market volatility, and may adversely affect the Fund's performance. A change in interest rates may be sudden and significant, with unpredictable effects on the financial markets and the Fund's investments. Should interest rates decrease, the Fund's investments in certain variable-rate and fixed rate debt securities may be adversely affected.
Instruments in which the Fund invests may pay interest at floating rates or may be subject to interest caps or floors tied to floating rates. The Fund and issuers of instruments in which the Fund invests may also obtain financing at floating rates. Derivative instruments utilized by the Fund and/or issuers of instruments in which the Fund may invest may also reference floating rates. The Fund also may utilize leverage or borrowings primarily based on floating rates. Some instruments in which the Fund has invested were tied to forms of LIBOR. LIBOR was the basic rate of interest used in lending transactions between banks on the
contracts. Under the final regulations, alteration or modification of the terms of a debt instrument to replace an operative rate that uses a discontinued IBOR with a qualified rate (as defined in the final regulations) including true up payments equalizing the fair market value of contracts before and after such IBOR transition, to add a qualified rate as a fallback rate to a contract whose operative rate uses a discontinued IBOR or to replace a fallback rate that uses a discontinued IBOR with a qualified rate would not be taxable. The
The Fund presently utilizes leverage, but there can be no assurance that the Fund will be successful during any period in which it is employed. Leverage is a speculative technique that exposes the Fund to greater risk and higher costs than if it were not implemented. The Fund uses leverage through borrowings from certain financial institutions or the use of reverse repurchase agreements. The Fund is permitted to obtain leverage using any form or combination of financial leverage instruments, including through funds borrowed from banks or other financial institutions (i.e., a credit facility), margin facilities, the issuance of preferred shares or notes and, if the Fund does not elect to treat reverse repurchase agreements and similar financing transactions as derivatives transactions for purposes of Rule
the leverage attributable to such transactions that have the effect of leverage in an aggregate amount up to 50% of the Fund's Managed Assets (which equates to 100% of its net assets) immediately after giving effect to the leverage. The Fund may use leverage opportunistically and may choose to increase or decrease its leverage, or use different types or combinations of leveraging instruments, at any time based on the Adviser's
| • |
The likelihood of greater volatility of NAV, market price and dividend rate of the Shares than a comparable portfolio without leverage;
|
| • |
The risk that fluctuations in interest rates on borrowings and short-term debt or in the interest or dividend rates on any leverage that the Fund must pay will reduce the retuto the shareholders;
|
| • |
The effect of leverage in a declining market, which is likely to cause a greater decline in the NAV of the Shares than if the Fund were not leveraged, may result in a greater decline in the market price of the Shares;
|
| • |
When the Fund uses financial leverage, the investment advisory fees payable to the Adviser will be higher than if the Fund did not use leverage, including periods when the Fund is losing money, and because the fees paid will be calculated based on the Fund's Managed Assets there may be a financial incentive to the Adviser to increase the Fund's use of leverage and create an inherent conflict of interests;
|
| • |
Leverage increases operating costs, which will be borne entirely by the shareholders and may reduce total return; and
|
| • |
Certain types of borrowings and issuances of preferred stock by the Fund may result in the Fund being subject to covenants relating to asset coverage and Fund composition requirements.
|
There are significant and potential conflicts of interest that could impact the Fund's investment returns, including the potential for portfolio managers to devote unequal time and attention to the management of the Fund and any other accounts managed; identify a limited investment opportunity that may be suitable for more than one client; and acquire material
information or otherwise be restricted from trading in certain potential investments. While the Fund generally may not purchase Structured Products sponsored by the Adviser or its affiliates directly from the issuer thereof, the Fund may, under certain circumstances, purchase Structured Products sponsored by the Adviser or its affiliates from third parties in secondary market transactions. The Fund does not currently contemplate making investments in any specific investments sponsored by the Adviser or an affiliate; however, to the extent the Fund does, it will do so only as permitted under the 1940 Act and the rules thereunder. To the extent that the Fund holds Structured Products sponsored by the Adviser or its affiliates, or holds Structured Products in which the Adviser or its affiliates also hold interests, certain conflicts of interest may arise. The Fund may be limited in its ability to participate in certain transactions with the Structured Product and may not be able to dispose of its interests in the Structured Product if no secondary market exists for the interests. Even if a secondary market exists, the Adviser or its affiliates at times may possess material
information that may restrict the Fund's ability to dispose of its interests in the Structured Product. Additionally, because the amount of fees paid to the Adviser for its services is based on the Fund's Managed Assets, the fees paid to the Adviser will be higher if the Fund uses leverage, which may create an incentive for the Adviser to leverage the Fund or increase the Fund's use of leverage.
The Fund's distributions may include a retuof capital, thus reducing a shareholder's cost basis in his or her Fund Shares and reducing the amount of capital available to the Fund for investment and likely increasing the Fund's expense ratio. A shareholder who receives a capital distribution may be subject to tax even though the shareholder has experienced a net loss on his or her investment in the Fund. Any capital returned to shareholders through distributions will be distributed after the payment of fees and expenses. Shareholders who periodically receive payment of a distribution consisting of a retuof capital may be under the impression that they are receiving net income or profits when they are not. A retuof capital to shareholders is a retuof a portion of their original investment in the Fund. Shareholders should not assume that the source of a distribution from the Fund is net income or profit.
The risks associated with TruPS include those risks typically associated with debt securities and preferred securities, including the risk of default. TruPS are typically subordinated to other classes of debt of the bank or other financial institution. As a result, the risk of recovery in case of default is higher for these securities than senior debt securities. Because the issuer is typically able to defer or skip payments for up to five years without being in default, distributions may not be made for extended periods of time. These securities are also subject to prepayment risk. Holders of TruPS generally have limited voting rights to control the activities of the trust and no voting rights with respect to the parent corporation. The market for TruPS may be limited due to restrictions on resale, and the market value may be more volatile than those of conventional debt securities. Many TruPS are issued by trusts or other special purpose entities established by banks and financial institutions and are not a direct obligation of banks and other financial institutions.
When interest rates decline, fixed income securities with stated interest rates may have their principal paid earlier than expected. This may result in the Fund having to reinvest that money at lower prevailing interest rates, which can reduce the returns of the Fund.
Certain foreign countries may impose exchange control regulations, restrictions on repatriation of profit on investments or of capital invested, local taxes on investments and restrictions on the ability of issuers of
securities 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, the imposition of economic or trade sanctions, different legal systems and laws relating to bankruptcy and creditors' rights and the potential inability to enforce legal judgments, all of which could cause the Fund to lose money on its investments in
securities. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is difficult to ascertain. These types of measures may include, but are not limited to, banning a sanctioned country or certain persons or entities associated with such country from global payment systems that facilitate cross-border payments, restricting the settlement of securities transactions by certain investors, and freezing the assets of particular countries, entities or persons. The imposition of sanctions and other similar measures could, among other things, result in a decline in the value and/or liquidity of securities issued by the sanctioned country or companies located in or economically tied to the sanctioned country, downgrades in the credit ratings of the sanctioned country's securities or those of companies located in or economically tied to the sanctioned country, currency devaluation or volatility, and increased market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could directly or indirectly limit or prevent the Fund from buying and selling securities (in the sanctioned country and other markets), significantly delay or prevent the settlement of securities transactions, and adversely impact the Fund's liquidity and performance. The cost of
securities may trade on days when the Fund's Shares are not priced, NAV may change at times when the Fund's Shares cannot be sold.
countries may differ from
The Fund may purchase unrated securities which are not rated by a rating agency if the Adviser determines that the security is of comparable quality to a rated security that the Fund may purchase. Unrated securities may be less liquid than comparable rated securities and involve the risk that the Adviser may not accurately evaluate the security's comparative credit rating. Analysis of creditworthiness of issuers of high yield securities may be more complex than for issuers of higher-quality debt securities. To the extent that the Fund purchases unrated securities, the Fund's success in achieving its investment objective may depend more heavily on the Adviser's creditworthiness analysis than if the Fund invested exclusively in rated securities.
Ownership of Shares may be concentrated among certain institutional investors who purchase Shares. The ownership of large numbers of Shares by one or more institutional investors could, depending on the size of such ownership, result in such investors being in a position to exercise significant influence on matters put to a vote of shareholders. Dispositions of a large number of Shares could adversely impact the market price and premium or discount to NAV at which the Shares trade. As a result of the concentration of a significant portion of the Fund's outstanding Shares among a limited number of investors and the applicable restrictions on resale, the trading volume of Shares may be lesser than that of funds of a similar size whose shares are more widely held. As a result, there may be less secondary market liquidity for the Shares, the Shares may be subject to wider
spreads and the market price of the Shares may fluctuate more sharply.
Certain markets in which the Fund may invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. The market for debt issued by financial institutions is more limited than the market for other debt issuances. There can be no assurance that sufficient investment opportunities will be available. The Fund's primary competitors in providing financing and capital to financial institutions include public and private funds, commercial banks, investment banks, correspondent banks, commercial financing companies, high net worth individuals, private equity funds and hedge funds. Some of the Fund's competitors may be substantially larger than the Fund and may have access to greater financial, technical, and marketing resources that the Fund. There can be no assurance that the Adviser will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles and other classes of investors may reduce the availability of investment opportunities. Certain of the Fund's competitors may not be subject to the regulatory restrictions that the 1940 Act imposes on the Fund as an investment company or to the
asset diversification and distribution requirements the Fund intends to satisfy to qualify as a RIC under Subchapter M under the Code. Certain competitors may also have higher risk tolerances or different risk assumptions, which could allow them to consider a wider array of investment opportunities than the Fund intends to consider. There has been significant growth in the number of firms organized to make investments similar to those which the Fund intends to make, which may result in increased competition to the Fund in obtaining suitable investments. Additionally, the Adviser may have to allocate the available investment opportunities between various other Funds and accounts managed by the Adviser with similar investment strategies. Such allocation decisions will be made subject to the Adviser's Trade Aggregation and Allocation Policies
Prices of longer-term fixed-income instruments generally fluctuate more than the prices of shorterterm fixed income instruments as interest rates change. In addition, a fund with a longer average portfolio duration will be more sensitive to changes in interest rates than a fund with a shorter average portfolio duration.
It may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a favorable price. The capacity of traditional fixed-income market makers has not kept pace with the consistent growth in the fixed-income markets in recent years, which has led to reductions in the capacity of such market makers to engage in fixedincome trading and, as a result, dealer inventories of corporate fixed-income and floating rate instruments are at or near historic lows relative to market size. These concerns may be more pronounced in the case of high yield fixed-income and floating rate instruments than higher quality fixed-income instruments. Market makers tend to provide stability and liquidity to debtsecurities markets through their intermediary services, and their reduced capacity and number could lead to diminished liquidity and increased volatility in the fixed-income markets. In addition, the Fund's ability to sell an instrument under favorable conditions may be negatively impacted by, among other things, the sale of the same or similar instruments by other market participants at the same time.
The Fund's annual portfolio turnover rate may vary greatly from year to year, as well as within a given year. The portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for the Fund. High portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. In addition, a higher portfolio turnover rate results in correspondingly greater brokerage and other transactional expenses that are borne by the Fund.
Rating agencies may fail to make timely changes in credit ratings and an issuer's current financial condition may be better or worse than a rating indicates. In addition, rating agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
government agencies and other regulators regularly adopt new regulations and legislatures enact new statutes that affect the investments held by the Fund, the strategies used by the Fund or the level of regulation or taxation that applies to the Fund. These statutes and regulations and any future statutes and regulations may impact the investment strategies, performance, costs and operations of the Fund or the taxation of its shareholders.
Repurchase agreements typically involve the acquisition by the Fund of fixed-income securities from a selling financial institution such as a bank or broker-dealer. The agreement provides that the Fund will sell the securities back to the institution at a fixed time in the future. Repurchase agreements involve the risk that a seller will become subject to bankruptcy or other insolvency proceedings or fail to repurchase a security from the Fund. In such situations, the Fund may incur losses including as a result of (i) a possible decline in the value of the underlying security during the period while the Fund seeks to enforce its rights thereto, (ii) a possible lack of access to income on the underlying security during this period, and (iii) expenses of enforcing its rights.
A reverse repurchase agreement is the sale by the Fund of a debt obligation to a party for a specified price, with the simultaneous agreement by the Fund to repurchase that debt obligation from that party on a future date at a higher price. Similar to borrowing, reverse repurchase agreements provide the Fund with cash for investment purposes, which creates leverage and subjects the Fund to the risks of leverage, including increased volatility. Reverse repurchase agreements also involve the risk that the other party may fail to retuthe securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities and the value of collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value of securities. Reverse repurchase agreements also create Fund expenses and require that the Fund have sufficient cash available to purchase the debt obligations when required. Reverse repurchase agreements also involve the risk that the market value of the debt obligation that is the subject of the reverse repurchase agreement could decline significantly below the price at which the Fund is obligated to repurchase the security. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund's use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligations to repurchase the securities.
To qualify and remain eligible for the special tax treatment accorded to a RIC and its shareholders under the Code, the Fund must meet certain
asset diversification and annual distribution requirements. Very generally, to qualify as a RIC, the Fund must derive at least 90% of its gross income for each taxable year from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, net income from certain publicly traded partnerships or other income derived with respect to its business of investing in stock or other securities. The Fund must also meet certain asset diversification requirements at the end of each quarter of each of its taxable years. Failure to meet these diversification requirements on the last day of a quarter may result in the Fund having to dispose of certain investments quickly to prevent the loss of RIC status. Any such dispositions could be made at disadvantageous prices or times, and may result in substantial losses to the Fund. In addition, to be eligible for the special tax treatment accorded RICs, the Fund must meet the annual distribution requirement, requiring it to distribute with respect to each taxable year an amount at least equal to 90% of the sum of its "investment company taxable income" (generally its taxable ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, and determined without regard to any deduction for dividends paid) and its net
income (if any), to its shareholders. If the Fund fails to qualify as a RIC for any reason and becomes subject to corporate tax, the resulting corporate taxes could substantially reduce its net assets, the amount of income available for distribution and the amount of its distributions. Such a failure would have a material adverse effect on the Fund and its shareholders. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions to
as a RIC.
The Fund may invest a portion of its net assets in below investment grade instruments. Investments in these types of instruments and certain other investments may present special tax issues for the Fund.
Some obligations issued or guaranteed by
With the increased use of technologies such as the Internet and the dependence on computer systems to perform business and operational functions, funds (such as the Fund) and their service providers may be prone to operational and information security risks resulting from cyberattacks and/or technological malfunctions. In general, cyberattacks are deliberate, but unintentional events may have similar effects. Cyberattacks include, among others, stealing or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets or proprietary information, or cause the Fund, the Adviser, and/or other service providers (including custodians and financial intermediaries) to suffer data breaches or data corruption. Additionally, cybersecurity failures or breaches of the electronic systems of the Fund, the Adviser, or the Fund's other service providers, market makers, or the issuers of securities in which the Fund invests have the ability to cause disruptions and negatively impact the Fund's business operations, potentially resulting in financial losses to the Fund and its shareholders. For instance, cyberattacks or technical malfunctions may interfere with the processing of shareholder or other transactions, affect the Fund's ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Cyberattacks or technical malfunctions may render records of Fund assets and transactions, shareholder ownership of Fund Shares, and other data integral to the functioning of the Fund inaccessible or inaccurate or incomplete. The Fund may also incur substantial costs for cybersecurity risk management in order to prevent cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result.
To the extent the Fund invests in other investment companies that invest in fixed-income securities, risks associated with investments in other investment companies will include fixed-income securities risks. In addition to the brokerage costs associated with the Fund's purchase and sale of the underlying securities, ETFs, mutual funds and
funds incur fees that are separate from those of the Fund. As a result, shareholders will indirectly bear a proportionate share of the operating expenses of the ETFs, mutual funds and
funds, in addition to Fund expenses. Because the Fund is not required to hold shares of underlying funds for any minimum period, it may be subject to, and may have to pay, short-term redemption fees imposed by the underlying funds. ETFs are subject to additional risks such as the fact that the market price of its shares may trade above or below its NAV or an active market may not develop. The Fund has no control over the investments and related risks taken by the underlying funds in which it invests.
funds are subject to the following risks that do not apply to traditional mutual funds: (i) the market price of an ETF's or
fund's shares may be above or below its NAV; (ii) an active trading market for an ETF's and
fund's shares may not develop or be maintained; (iii) the ETF or
fund may employ an investment strategy that utilizes high leverage ratios; (iv) trading of an ETF's or
fund's shares may be halted if the listing exchange's officials deem such action appropriate; and (v) underlying ETF or
fund shares may be
from the exchange or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) may temporarily stop stock trading.
The name, investment objective and policies of the Fund are similar to other funds advised by the Adviser. However, the investment results of the Fund may be higher or lower than, and there is no guarantee that the investment results of the Fund will be comparable to, any other of the funds. In addition, the Adviser's management of similar funds gives rise to various conflicts of interest, including conflicts relating to the allocation of investment opportunities, the potential for portfolio managers to devote unequal time and attention to the management of the Fund and the other funds and the potential acquisition of material nonpublic information.
and may be changed by the Board without the approval of shareholders.
| a. |
Borrowing Money.
The Fund may borrow money to the extent permitted under the 1940 Act, the rules and regulations promulgated by the |
| b. |
Senior Securities.
The Fund may issue senior securities, as defined in the 1940 Act, as permitted under the 1940 Act, the rules and regulations promulgated by the other
relief applicable to the Fund from the provisions of the 1940 Act. |
| c. |
Underwriting.
The Fund may act as an underwriter of securities within the meaning of the 1933 Act, to the extent permitted under the 1933 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction, from time to time. |
| d. |
Real Estate.
The Fund may purchase or sell real estate to the extent permitted under the 1940 Act, the rules and regulations promulgated by the |
| e. |
Commodities.
The Fund may purchase or sell commodities to the extent permitted under the 1940 Act, the rules and regulations promulgated by the |
| f. |
Loans.
The Fund may make loans to other persons to the extent permitted under the 1940 Act, the rules and regulations promulgated by the |
| g. |
Concentration.
Under normal circumstances, the Fund will invest more than 25% of its total assets (measured at the time of purchase) in the group of industries related to banks and diversified financials. |
expenses) must exceed 0.25% in order to cover such interest payments and other expenses specifically related to borrowings. These numbers are merely estimates, used for illustration. Actual interest rates may vary frequently and may be significantly higher or lower than the rate estimated above.
%.
|
Assumed annual retuon the Fund's portfolio (net of expenses)
|
-10% |
-5
|
% | 0 | % | 5 | % | 10 | % | |||||||||
|
Share Total Return
|
-16.88%
|
-9.38
|
% |
-1.88
|
% | 5.63 | % | 13.13 | % | |||||||||
which is largely determined by the net investment income of the Fund after paying interest on its leverage) and gains or losses on the value of the securities the Fund owns. As required by
|
For the Month/
Quarter Ended |
Common Share Market Price
|
Common Share Net Asset Value
|
Premium (Discount) as a %
of Net Asset Value
|
|||||||||||||||||||||
|
Date
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
||||||||||||||||||
|
1/31/2025
|
$ | 13.37 | $ | 12.54 | $ | 14.15 | $ | 13.97 | -5.51 | % | -10.24 | % | ||||||||||||
|
10/31/2024
|
$ | 13.29 | $ | 12.51 | $ | 14.08 | $ | 13.70 | -5.61 | % | -8.69 | % | ||||||||||||
|
7/31/2024
|
$ | 12.64 | $ | 12.13 | $ | 13.90 | $ | 13.66 | -9.06 | % | -11.20 | % | ||||||||||||
|
4/30/2024
|
$ | 12.50 | $ | 12.17 | $ | 13.87 | $ | 13.66 | -9.88 | % | -10.91 | % | ||||||||||||
|
1/31/2024
|
$ | 12.38 | $ | 11.81 | $ | 13.85 | $ | 13.48 | -10.61 | % | -12.39 | % | ||||||||||||
|
10/31/2023
|
$ | 12.29 | $ | 11.65 | $ | 13.83 | $ | 13.48 | -11.14 | % | -13.58 | % | ||||||||||||
|
7/31/2023
|
$ | 12.15 | $ | 11.68 | $ | 14.26 | $ | 13.67 | -14.80 | % | -14.56 | % | ||||||||||||
|
4/30/2023
|
$ | 13.40 | $ | 12.02 | $ | 14.83 | $ | 14.23 | -9.64 | % | -15.53 | % | ||||||||||||
|
1/31/2023
|
$ | 13.36 | $ | 12.70 | $ | 15.06 | $ | 14.53 | -11.32 | % | -12.59 | % | ||||||||||||
|
10/31/2022
|
$ | 14.82 | $ | 12.55 | $ | 16.35 | $ | 14.86 | -9.36 | % | -15.55 | % | ||||||||||||
|
7/31/2022
|
$ | 15.08 | $ | 13.41 | $ | 16.79 | $ | 16.07 | -10.18 | % | -16.55 | % | ||||||||||||
|
4/30/2022
|
$ | 16.63 | $ | 15.21 | $ | 17.63 | $ | 16.74 | -5.67 | % | -9.14 | % | ||||||||||||
|
Shareholder Transaction Expenses
|
||
|
Sales load paid by Shareholders (a)
|
None | |
|
Offering Expenses Borne by the Fund (a)
|
None | |
|
Dividend Reinvestment and Cash Purchase Plan Fees (per sale fee) (b)
|
$25 |
|
Annual Fund Expenses
|
(As a Percentage of
Average Net Assets Attributable to Shares (i.e., Common Shares)) |
|
|
Management Fee (c)
|
1.89%
|
|
|
Interest Payments on Borrowed Funds (d)
|
1.81% | |
|
Other Expenses (e)
|
0.34% | |
|
Total Annual Fund Operating Expenses
|
4.04% | |
|
Less Fee Waiver/Expense Reimbursement (f)
|
-0.05% | |
|
Total Annual Fund Operating Expenses After
Fee Waiver/Expense Reimbursement (f) |
3.99% |
| (a) |
In the event that the securities are sold to or through agents, underwriters or dealers, the related prospectus supplement will disclose the applicable sales load, the estimated amount of total offering expenses (which may include offering expenses borne by third parties on behalf of the Fund), the offering price and the offering expenses borne by the Fund as a percentage of the offering price.
|
| (b) |
There will be no charges with respect to Shares issued directly by the Fund under the dividend reinvestment plan. However, whenever Shares are purchased or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees. Currently, dividend reinvestment plan participants that direct a sale of Shares through the Plan Agent are subject to a fee of $25 plus a sales commission of $4.95.
|
| (c) |
The Adviser receives a fee at an annual rate of 1.35% of the average daily value of the Fund's Managed Assets. Managed Assets includes total assets (including any assets attributable to borrowing for investment purposes) minus the sum of the Fund's accrued liabilities (other than liabilities representing borrowings for investment purposes). Consequently, because the Fund utilizes leverage, the Management Fee as a percentage of net assets attributable to common shares is higher than if the Fund did not utilize leverage.
|
| (d) |
"Interest payments on borrowed funds" represents the Fund's annualized interest expense and includes interest payable on the Notes, each as outstanding on January 31, 2025, which have an interest rate of 2.35% and 2.80%, respectively, per annum on such date. In addition to the Notes, the Fund incurred interest payments on borrowed funds related to reverse repurchase agreements. As of January 31, 2025, the outstanding balance of reverse repurchase agreements was $47,044,000 which have a weighted average annual interest rate of 5.85%.
|
| (e) |
Other expenses are based on estimated amounts for the current fiscal year. Other expenses include accounting, legal and auditing fees of the Fund, fees payable to the Independent Trustees and payments by the Fund to Destra under an Investor Support Services Agreement between the Fund and Destra. See "Investor Support Services."
|
| (f) |
The Adviser has also contractually agreed to waive its fees and/or reimburse certain expenses (exclusive of any management fees, front-end sales loads, taxes, interest expenses, dividend and interest expenses related to short sales, brokerage commissions, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, any transaction-related expenses and fees arising out of transactions effected on behalf of the Fund, litigation and potential litigation expenses, and other extraordinary expenses not incurred in the ordinary course of the Fund's business) to limit the Fund's Total Annual Fund Operating Expenses to 0.25% of the Fund's Managed Assets (the "Expense Limit") through at least May 31, 2025 (the "Limitation Period"). The Expense Limit may be eliminated at any time by the Board, on behalf of the Fund, upon 60 days' written notice to the Adviser. Prior to the end of the Limitation Period, the Expense Limit may not be terminated by the Adviser without the consent of the Board of Trustees. The Expense Limit is subject to repayment by the Fund within 36 months following the month in which that particular waiver and/or reimbursement occurred, provided that the Fund is able to make the repayment without exceeding the expense limit described above or the expense limitation in effect at the time of the reimbursement (whichever is lower).
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|||||||||||||
|
Total Expenses Incurred
|
$ | 40 | $ | 123 | $ | 206 | $ | 424 | ||||||||
| • |
Information we receive from you on or in applications or other forms, correspondence, or conversations, including, but not limited to, your name, address, phone number, social security number, assets, income and date of birth; and
|
| • |
Information about your transactions with us, our affiliates, or others, including, but not limited to, your account number and balance, payments history, parties to transactions, cost basis information, and other financial information.
|
| (b) |
Not applicable. |
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 substantive 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.
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. Mr.
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 01/31/2025 | FYE 01/31/2024 | |||||||
|
( a ) Audit Fees |
$ | 36,916 | $ | 33,500 | ||||
|
( b ) Audit-Related Fees |
$ | 0 | $ | 0 | ||||
|
( c ) Tax Fees |
$ | 4,000 | $ | 8,000 | ||||
|
( d ) All Other Fees |
$ | 0 | $ | 0 | ||||
(e)(1) The Audit, Financial and Administrative Oversight Committee has not adopted written pre-approvalpolicies and procedures. Instead, the Committee has the duty and responsibility to pre-approveall auditing services and permissible non-auditingservices to be provided to the Fund in accordance with its Charter and the 1940 Act. In addition, the Committee considers matters with respect to the principal accountant's independence each year. The Committee did not approve any of the audit-related, tax or other non-auditfees described above pursuant to the "de minimis exceptions" set forth in Rule 2-01(c)(7)(i)(C)and Rule 2-01(c)(7)(ii)of Regulation S-X.
The Audit, Financial and Administrative Oversight Committee also has the duty and responsibility to pre-approvethose non-auditservices provided to the Fund's investment adviser (and entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund) where the engagement relates directly to the operations or financial reporting of the Fund in accordance with the Charter of the Committee and the 1940 Act. The Committee considered whether the provision of any non-auditservices rendered to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Fund that were not pre-approvedby the Committee because the engagement did not relate directly to the operations and financial reporting of the Fund is compatible with maintaining the principal accountant's independence.
(e)(2) The percentage of fees billed by
| FYE 01/31/2025 | FYE 01/31/2024 | |||||||
|
Audit-Related Fees |
0 | % | 0 | % | ||||
|
Tax Fees |
0 | % | 0 | % | ||||
|
All Other Fees |
0 | % | 0 | % | ||||
(f) N/A.
(g) The following table indicates the non-auditfees billed or expected to be billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser for the last two years.
|
Non-AuditRelated Fees |
FYE 01/31/2025 | FYE 01/31/2024 | ||||||
|
Registrant |
$ | 4,000 | $ | 8,000 | ||||
|
Registrant's Investment Adviser |
$ | 0 | $ | 0 | ||||
(h) The audit committee of the board of trustees has considered whether the provision of non-auditservices 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-auditservices by the accountant has not compromised the accountant's independence.
The registrant has not been identified by the
The registrant is not a foreign issuer.
Item 5. Audit Committee of Listed Registrants.
The registrant is an issuer as defined in Rule 10A-3under the Securities Exchange Act of 1934, (the "Act") and has a separately designated standing audit committee established in accordance
2
with Section 3(a)(58)(A) of the Act. The independent members of the committee, consisting of the entire Board, are as follows:
(b) Not applicable.
Item 6. Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1(a) of this Form.
Item 7. Financial Statements and Financial Highlights for Open-EndInvestment Companies.
Not applicable to closed-endinvestment companies.
Item 8. Changes in and Disagreements with Accountants for Open-EndInvestment Companies.
Not applicable to closed-endinvestment companies.
Item 9. Proxy Disclosure for Open-EndInvestment Companies.
Not applicable to closed-endinvestment companies.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-EndInvestment Companies.
Not applicable to closed-endinvestment companies.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
See Item 1(a).
3
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-EndManagement Investment Companies.
ANGEL OAK FUNDS TRUST
ANGEL OAK STRATEGIC CREDIT FUND
PROXY VOTING
The Boards of Trustees (the "Board") of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund, and
Delegation
The Board recognizes that the investment adviser of the Funds,
The Board must approve the Adviser's proxy voting policies and procedures. The Board will monitor the implementation of these policies to ensure that the Adviser's voting decisions:
| • |
are consistent with the Adviser's fiduciary duty to the Funds and their shareholders; |
| • |
seek to maximize shareholder retuand the value of Fund investments; |
| • |
promote sound corporate governance; and |
| • |
are consistent with each Fund's investment objective and policies. |
Consistent with its duties under this Policy, the Adviser shall monitor and review corporate actions of companies in which a Fund has invested, obtain all information sufficient to allow an informed vote on all proxy solicitations, ensure that all proxy votes are cast in a timely fashion, and maintain all records required to be maintained by the Fund under Rule 30b1-4 and other provisions of the 1940 Act. The Adviser will perform these duties in accordance with the Adviser's proxy voting policy, a copy of which has been presented to the Board for its review. The Adviser will promptly provide to the Board any updates to its proxy voting policy where such updates are both material and are not solely operational in nature.
Conflicts of Interest
In the event of a conflict between the interests of the Adviser and the Trusts, the Adviser's policies provide that the conflict may be disclosed to the Board or its delegate, who shall provide direction to vote the proxies. The Board has delegated this authority to the disinterested directors, and the proxy voting direction in such a case shall be determined by a majority of the disinterested directors.
| Proxy Voting Policies and Procedures | Page 1 |
4
Fund of Funds Arrangements
When voting proxies related to Acquired Funds, as defined in the Trusts' Fund of Funds Investments Policy, ensure any voting remains compliant with the proxy voting requirements within the Fund of Funds Investments Policy.
Shareholder Reporting
Each Trust will disclose in its annual and semi-annual reports to shareholders that a description (or copy) of the Trust's proxy voting policies and procedures is available without charge, upon request, by calling toll-free (855) 751-4324 (or another number which connects to the transfer agent) or by accessing the Securities and Exchange Commission's ("SEC") website at http://www.sec.gov. The Trust's transfer agent will notify the Adviser of any such request of proxy voting procedures. The Adviser will send a description or copy of its proxy voting policies and procedures within three business days of receipt of a request.
Each Trust will file its complete proxy voting record, provided separately for each of its series, if any, with the
| Proxy Voting Policies and Procedures | Page 2 |
5
Item 13. Portfolio Managers of Closed-EndManagement Investment Companies.
(a)(1) The following provides biographical information about the individuals who are primarily responsible for the day-to-daymanagement of the registrant's portfolio ("Portfolio Managers") as of the date of this filing:
Sreeniwas (Sreeni)
6
responsible for investment strategies and served as Head Portfolio Manager for the $3 billion commercial mortgage-backed securities portfolio. He began his career at SunTrust in 1998 as a Bank Analyst focused on asset/liability management and liquidity strategies.
(a)(2) The following provides information on other accounts managed on a day-to-daybasis by the Portfolio Managers listed above as of January 31, 2025:
Sreeniwas (Sreeni)
|
Number and Assets of Other Accounts |
Number and Assets of Accounts for which Advisory Fee is Performance Based |
|||||||||
|
Registered Investment Companies |
Other Investment Vehicles |
Other Accounts |
Registered Investment Companies |
Other Investment Vehicles |
Other Accounts |
|||||
|
5 |
15 | 0 | 0 | 13 | 0 | |||||
|
$4,209,268,246 |
$2,137,561,834 | $0 | $0 | $1,805,292,046 | $0 | |||||
|
Number and Assets of Other Accounts |
Number and Assets of Accounts for which Advisory Fee is Performance Based |
|||||||||
|
Registered |
Other |
Other Accounts |
Registered Investment |
Other |
Other |
|||||
|
0 |
1 | 5 | 0 | 0 | 0 | |||||
|
$0 |
$27,377,911 | $736,974,159 | $0 | $0 | $0 | |||||
7
|
Number and Assets of Other Accounts |
Number and Assets of Accounts for which Advisory Fee is Performance Based |
|||||||||
|
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
|||||
|
0 |
1 | 5 | 0 | 0 | 0 | |||||
|
$0 |
$27,377,911 | $736,974,159 | $0 | $0 | $0 | |||||
Potential Conflicts of Interest: Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-daymanagement responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds and/or other accounts may experience the following potential conflicts: The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Investment decisions for client accounts are also made consistent with a client's individual investment objective and needs. Accordingly, there may be circumstances when purchases or sales of securities for one or more client accounts will have an adverse effect on other clients. The Adviser may seek to manage such competing interests by: (1) having a portfolio manager focus on a particular investment discipline; (2) utilizing a quantitative model in managing accounts; and/or (3) reviewing performance differences between similarly managed accounts on a periodic basis to ensure that any such differences are attributable by differences in investment guidelines and timing of cash flows. The Adviser also maintains a Code of Ethics to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Fund may abuse their fiduciary duties to the Fund.
If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one client, the Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, the Adviser has adopted procedures for allocating portfolio transactions across multiple accounts.
With respect to securities transactions for clients, the Adviser determines which broker to use to execute each order. However, the Adviser may direct securities transactions to a particular broker/dealer for various reasons including receipt of research or participation interests in initial public offerings that may or may not benefit the Fund. To deal with these situations, the Adviser has adopted procedures to help ensure best execution of all client transactions.
Finally, the appearance of a conflict of interest may arise where the Adviser has an incentive, such as a performance-based management fee, which relates to the management of one but not all accounts for which a portfolio manager has day-to-daymanagement responsibilities.
(a)(3) The following describes how the portfolio managers are compensated as of January 31, 2025:
The Portfolio Managers receive an annual base salary from the Adviser. Each of the Portfolio
8
Managers is eligible to receive a discretionary bonus, which is based on: profitability of the Adviser; assets under management; investment performance of managed accounts; compliance with the Adviser's policies and procedures; contribution to the Adviser's goals and objectives; anticipated compensation levels of competitor firms; effective research; role and responsibilities; client satisfaction; asset retention; teamwork; leadership; and risk management.
(a)(4) The following provides information about the dollar range of equity securities in the registrant beneficially owned by the Portfolio Managers as of January 31, 2025:
|
Portfolio Manager |
Dollar Range of Equity Securities in the Fund |
|
|
|
over $1,000,000 | |
|
|
$1 - $10,000 | |
|
|
$50,001 - $100,000 |
Item 14. Purchases of Equity Securities by Closed-EndManagement Investment Company and Affiliated Purchasers.
There were no purchases made by or on behalf of the Registrant or any "affiliated purchaser," as defined in Rule 10b-18(a)(3)under the Securities Exchange Act of 1934, as amended, of shares of the Registrant's equity securities that are registered by the Registrant pursuant to Section 12 of the Exchange Act made in the period covered by this report.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of trustees.
Item 16. Controls and Procedures.
| (a) |
The Registrant's Principal Executive Officer and Principal Financial Officer 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 period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
9
Item 17. Disclosure of Securities Lending Activities for Closed-EndManagement Investment Companies
The registrant did not engage in securities lending activities during the fiscal year reported on this Form N-CSR.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not Applicable.
(b) Not Applicable.
Item 19. Exhibits.
Filed herewith.
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1under the Exchange Act (17 CFR 240.10D-1)by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed.
Not Applicable.
(3)A separate certification for each Principal Executive Officer and Principal Financial Officer of the registrant as required by Rule30a-2(a)under the Investment Company Act of 1940 (17 CFR270.30a-2(a)).
Filed herewith.
(4) Any written solicitation to purchase securities under Rule 23c-1under 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.
(5) Change in the registrant's independent public accountant. Provide the information called for by Item 4 of Form 8-Kunder the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period.
There was no change in the registrant's independent public accountant for the period covered by this report.
| (b) |
Certifications pursuant to Section 906 of theSarbanes-OxleyAct of 2002. |
Filed herewith.
10
| (c) |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
We hereby consent to the incorporation by reference in the Registration Statement on Form N-2of our report dated April 1, 2025, relating to the financial statements and financial highlights of
/s/
April 1, 2025
11
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) Angel Oak Financial Strategies Income Term Trust | ||||
| By (Signature and Title)* | /s/ Adam Langley | |||
Date April 7, 2025
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/ Adam Langley | |||
| Date April 7, 2025 | ||||
| By (Signature and Title)* | /s/ Nilesh Likhite | |||
| Date April 7, 2025 | ||||
| * |
Print the name and title of each signing officer under his or her signature. |
12
Attachments
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