SEC Form N-CSR filed by Angel Oak Financial Strategies Income Term Trust
(a) |
1 | ||||
4 | ||||
6 | ||||
7 | ||||
8 | ||||
9 | ||||
10 | ||||
11 | ||||
13 | ||||
19 | ||||
30 | ||||
31 | ||||
67 |
Market Price |
$12.23 | |||
NAV |
$13.84 | |||
Premium (Discount) to NAV |
-11.63% | |||
Market Price Distribution Rate (1) |
10.70% | |||
NAV Distribution Rate (1) |
9.45% |
Average Annual Returns | ||||||
One Year |
Three Year |
Since Inception (2) | ||||
Angel Oak Financial Strategies Income Term Trust—NAV |
2.37% | -2.18% | -0.58% | |||
Angel Oak Financial Strategies Income Term Trust—Market Price |
1.09% | -2.86% | -2.53% | |||
Bloomberg U.S. Aggregate Bond Index (3) |
2.10% | -3.17% | 0.11% |
* | 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* |
$ | 481,538,501 | |||
Dividends and interest receivable |
5,270,661 | ||||
Receivable for investments sold |
409,486 | ||||
Prepaid expenses |
14,472 | ||||
Total Assets |
487,233,120 |
||||
Liabilities |
|||||
Payable for senior notes (par value of $85,000,000 less unamortized deferred issuance costs of $577,559) |
84,422,441 | ||||
Payable for reverse repurchase agreements |
54,865,000 | ||||
Payable to Adviser |
545,015 | ||||
Interest payable for reverse repurchase agreements |
150,373 | ||||
Interest payable for senior notes |
140,556 | ||||
Payable to administrator, fund accountant, and transfer agent |
28,599 | ||||
Payable for distributions to shareholders |
10,124 | ||||
Payable to custodian |
3,698 | ||||
Other accrued expenses |
85,586 | ||||
Total Liabilities |
140,251,392 |
||||
Net Assets |
$ |
346,981,728 |
|||
Net Assets consist of: |
|||||
Paid-in capital |
$ | 414,653,621 | |||
Total distributable earnings (accumulated deficit) |
(67,671,893 | ) | |||
Net Assets |
$ |
346,981,728 |
|||
Shares outstanding (unlimited number of shares authorized, no par value) |
|||||
Net asset value (“NAV”) and offering price per share |
$13.84 |
||||
*Identified Cost: |
|||||
Investments in securities |
$ | 532,201,939 |
Investment Income |
|||||
Interest |
$27,619,046 | ||||
Dividends |
3,844,230 | ||||
Total Investment Income |
31,463,276 |
||||
Expenses |
|||||
Investment Advisory (See Note 6) |
6,600,443 | ||||
Interest & commissions (See Note 9) |
6,117,574 | ||||
Service Fees (See Note 6) |
342,245 | ||||
Legal |
152,198 | ||||
Fund accounting |
77,136 | ||||
Administration |
76,709 | ||||
Printing |
66,733 | ||||
Trustee |
59,264 | ||||
Audit & tax |
38,200 | ||||
Registration |
33,160 | ||||
Transfer agent |
27,522 | ||||
Custodian |
22,499 | ||||
Compliance |
11,300 | ||||
Insurance |
10,632 | ||||
Miscellaneous |
47,500 | ||||
Total Expenses |
13,683,115 |
||||
Fees contractually waived by Adviser (See Note 6) |
(10,660 | ) | |||
Fees contractually recouped by Adviser (See Note 6) |
6,911 | ||||
Net Expenses |
13,679,366 |
||||
Net Investment Income (Loss) |
17,783,910 |
||||
Realized and Unrealized Gain (Loss) on Investments |
|||||
Net realized gain (loss) on investments |
(3,535,008 | ) | |||
Net change in unrealized appreciation/depreciation on investments |
(6,668,735 | ) | |||
Net realized and unrealized gain (loss) on investments |
(10,203,743 |
) | |||
Net increase (decrease) in net assets resulting from operations |
$7,580,167 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||
Net increase (decrease) in net assets resulting from operations |
$7,580,167 | ||||
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 |
90,079 | ||||
Purchases of short-term investments, net |
(1,818,203 | ) | |||
Purchases of investments |
(25,678,583 | ) | |||
Proceeds from sales of long-term investments |
54,211,289 | ||||
Net change in unrealized appreciation/depreciation on investments |
6,668,735 | ||||
Net realized (gain) loss on investments |
3,535,008 | ||||
Change in: |
|||||
Receivable for investments sold |
(409,486 | ) | |||
Dividends and interest receivable |
252,742 | ||||
Prepaid expenses |
2,420 | ||||
Interest payable for reverse repurchase agreements |
(78,265 | ) | |||
Payable to Adviser |
(48,115 | ) | |||
Payable to administrator, fund accountant and transfer agent |
(7,178 | ) | |||
Payable to custodian |
(102 | ) | |||
Other accrued expenses |
(7,088 | ) | |||
Net cash provided by (used in) operating activities |
44,293,420 |
||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||
Distributions paid to shareholders |
(30,326,467 | ) | |||
Proceeds from reverse repurchase agreements |
54,865,000 | ||||
Repayments of reverse repurchase agreements |
(69,008,000 | ) | |||
Net amortization of deferred issuance costs of senior notes |
173,537 | ||||
Net cash provided by (used in) financing activities |
(44,295,930 |
) | |||
Net change in cash |
(2,510 |
) | |||
CASH: |
|||||
Beginning Balance |
2,510 | ||||
Ending Balance |
$– |
||||
SUPPLEMENTAL DISCLOSURES: |
|||||
Cash paid for interest |
$5,987,302 | ||||
Cash held in money market investments |
$5,367,941 |
For the Year Ended January 31, 2024 |
For the Year Ended January 31, 2023 | |||||||||
Increase (Decrease) in Net Assets due to: |
||||||||||
Operations |
||||||||||
Net investment income (loss) |
$17,783,910 | $16,311,917 | ||||||||
Net realized gain (loss) on investment transactions |
(3,535,008 | ) | (1,183,340 | ) | ||||||
Net change in unrealized appreciation/depreciation on investments |
(6,668,735 | ) | (53,114,905 | ) | ||||||
Net increase (decrease) in net assets resulting from operations |
7,580,167 |
(37,986,328 |
) | |||||||
Distributions to Shareholders |
||||||||||
Total distributions |
(17,813,675 | ) | (16,477,092 | ) | ||||||
Return of capital |
(12,512,118 | ) | (11,365,728 | ) | ||||||
Total distributions to shareholders |
(30,325,793 |
) |
(27,842,820 |
) | ||||||
Capital Transactions |
||||||||||
Proceeds from shares issued in connection with reorganization (Note 1) |
– | 77,701,037 | ||||||||
Net increase (decrease) in net assets resulting from capital transactions |
– | 77,701,037 |
||||||||
Total Increase (Decrease) in Net Assets |
(22,745,626 |
) |
11,871,889 |
|||||||
Net Assets |
||||||||||
Beginning of year |
369,727,354 | 357,855,465 | ||||||||
End of year |
$346,981,728 |
$369,727,354 |
||||||||
Share Transactions |
||||||||||
Shares issued in connection with reorganization (Note 1) |
– | 4,757,307 | ||||||||
Net increase (decrease) in share transactions |
– |
4,757,307 |
||||||||
For the Year or Period Ended January 31, | |||||||||||||||||||||||||
2024 |
2023 |
2022 |
2021 |
2020 (a) | |||||||||||||||||||||
Selected Per Share Data: |
|||||||||||||||||||||||||
Net asset value, beginning of year or period |
$14.75 |
$17.62 |
$18.69 |
$20.53 |
$20.00 |
||||||||||||||||||||
Income from investment operations: |
|||||||||||||||||||||||||
Net investment income (loss) |
0.71 | (b) | 0.72 | (b) | 0.73 | (b) | 0.82 | 0.55 | |||||||||||||||||
Net realized and unrealized gain (loss) on investments (c) |
(0.41 | ) | (2.36 | ) | 0.37 | (1.41 | ) | 0.80 | |||||||||||||||||
Total from investment operations |
0.30 | (1.64 | ) | 1.10 | (0.59 | ) | 1.35 | ||||||||||||||||||
Less distributions to shareholders: |
|||||||||||||||||||||||||
From net investment income |
(0.71 | ) | (0.73 | ) | (0.77 | ) | (0.79 | ) | (0.67 | ) | |||||||||||||||
Return of capital |
(0.50 | ) | (0.50 | ) | (0.54 | ) | (0.46 | ) | (0.15 | ) | |||||||||||||||
Total distributions |
(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 |
$13.84 |
$14.75 |
$17.62 |
$18.69 |
$20.53 |
||||||||||||||||||||
Total return on net asset value (e)(f) |
2.37 | % | -9.57 | % | 1.11 | % | -2.71 | % | 6.89 | % | |||||||||||||||
Total return on market value (e)(g) |
1.09 | % | -11.97 | % | 2.99 | % | -12.70 | % | 10.86 | % | |||||||||||||||
Ratios and Supplemental Data: |
|||||||||||||||||||||||||
Net assets, end of year or period (000’s omitted) |
$346,982 | $369,727 | $357,855 | $284,580 | $236,462 | ||||||||||||||||||||
Ratio of expenses to average net assets before waiver and reimbursement/recoupment (h) |
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) |
2.17 | % | 2.17 | % | 2.18 | % | 2.25 | % | 1.93 | % | |||||||||||||||
Ratio of expenses to average net assets after waiver and reimbursement/recoupment (h) |
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) |
2.17 | % | 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) |
1.55 | % | 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 | % | 4.51 | % | 4.02 | % | 4.05 | % | 3.58 | % | |||||||||||||||
Ratio of net investment income (loss) to average net assets after waiver and reimbursement/recoupment (h) |
5.10 | % | 4.51 | % | 3.97 | % | 4.19 | % | 4.08 | % | |||||||||||||||
Portfolio turnover rate (e) |
5 | % | 6 | % | 14 | % | 25 | % | 21 | % |
(a) | Fund commenced operations on May 31, 2019. |
(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 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 return on 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 return on market value is computed based upon the New York Stock Exchange market price of the Fund’s shares and includes the effect of brokerage commissions. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund’s dividend reinvestment plan the effect of brokerage commissions. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund’s dividend reinvestment plan. |
(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) |
||||||||||
January 31, 2024 |
Reverse Repurchase Agreements | $ |
$ |
|||||||||||
Series A Senior Notes | $ |
$ |
||||||||||||
Series B Senior Notes | $ |
$ |
||||||||||||
Total Leverage |
$ |
$ |
||||||||||||
January 31, 2023 |
Reverse Repurchase Agreements | $ |
$ |
|||||||||||
Series A Senior Notes | $ |
$ |
||||||||||||
Series B Senior Notes | $ |
$ |
||||||||||||
Total Leverage |
$ |
$ |
||||||||||||
January 31, 2022 |
Reverse Repurchase Agreements | $ |
$ |
|||||||||||
Series A Senior Notes | $ |
$ |
||||||||||||
Series B Senior Notes | $ |
$ |
||||||||||||
Total Leverage |
$ |
$ |
||||||||||||
January 31, 2021 |
Reverse Repurchase Agreements | $ |
$ |
|||||||||||
Credit Agreements | $ |
$ |
||||||||||||
Total Leverage |
$ |
$ |
||||||||||||
January 31, 2020 (d) |
Reverse Repurchase Agreements | $ |
$ |
|||||||||||
Credit Agreements | $ |
$ |
||||||||||||
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 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 $1,000 of senior indebtedness, allocated pro rata to each type of senior security. |
(c) | Not applicable, as senior securities are not registered for public trading. |
(d) | Fund commenced operations on May 31, 2019. |
Principal Amount |
Value |
|||||||
Bank Loans – 0.22% |
||||||||
BJ Services LLC, 0.000%, 6/30/2024 |
$815,896 | $750,624 | ||||||
TOTAL BANK LOANS (Cost – $766,018) |
$750,624 |
|||||||
Common Stocks – 0.40% |
Shares |
|||||||
Real Estate Investment Trust – 0.40% |
||||||||
AGNC Investment Corp. |
30,500 | 289,140 | ||||||
Annaly Capital Management, Inc. |
15,000 | 287,850 | ||||||
Ellington Financial, Inc. |
15,750 | 192,307 | ||||||
PennyMac Mortgage Investment Trust |
13,000 | 186,420 | ||||||
Redwood Trust, Inc. |
25,750 | 172,783 | ||||||
Rithm Capital Corp. |
25,000 | 267,500 | ||||||
TOTAL COMMON STOCKS (Cost – $2,020,603) |
$ |
1,396,000 |
||||||
Convertible Obligations – 0.04% |
Principal Amount |
|||||||
Financial – 0.04% |
||||||||
FedNat Holding Co., 5.000%, 4/19/2026 (a)(b)(c) |
$ | 1,000,000 | 160,000 | |||||
TOTAL CONVERTIBLE OBLIGATIONS (Cost – $1,000,000) |
$160,000 |
|||||||
Corporate Obligations – 129.97% |
||||||||
Financial – 129.97% |
||||||||
A10 Capital LLC, 5.875%, 8/17/2026 (a) |
4,000,000 | 3,816,738 | ||||||
Alpine Banks of Colorado, 5.875% (TSFR3M + 5.690%), 6/15/2030 (a)(d)(e) |
4,000,000 | 3,718,581 | ||||||
American Coastal Insurance Corp., 7.250%, 12/15/2027 |
3,670,000 | 3,275,475 | ||||||
Ameris Bancorp, 4.250% (TSFR3M + 2.940%), 12/15/2029 (d)(e) |
1,250,000 | 1,182,618 | ||||||
Ameris Bank, 5.875% (TSFR3M + 3.892%), 5/31/2030 (d)(e) |
4,000,000 | 3,878,464 | ||||||
Amur Equipment Finance, Inc., 6.125%, 3/15/2026 (a) |
1,500,000 | 1,466,677 | ||||||
ANB Corp., 4.000% (TSFR3M + 3.875%), 9/30/2030 (a)(d) |
2,500,000 | 2,233,683 | ||||||
Arbor Realty SR, Inc., 7.750%, 3/30/2026 (a) |
3,000,000 | 2,989,071 | ||||||
Arbor Realty Trust, Inc., 5.000%, 4/30/2026 |
2,000,000 | 1,868,335 | ||||||
Arbor Realty Trust, Inc., 4.500%, 3/15/2027 (a) |
500,000 | 444,777 | ||||||
Arena Finance LLC, 6.750%, 9/30/2025 (a)(e) |
2,000,000 | 1,882,500 | ||||||
Avidbank Holdings, Inc., 5.000% (TSFR3M + 3.595%), 12/30/2029 (a)(d) |
6,000,000 | 5,599,859 | ||||||
B. Riley Financial, Inc., 6.375%, 2/28/2025 (f) |
1,000,000 | 860,400 | ||||||
B. Riley Financial, Inc., 5.500%, 3/31/2026 (f) |
1,000,000 | 738,800 | ||||||
B. Riley Financial, Inc., 6.500%, 9/30/2026 (f) |
298,650 | 208,816 | ||||||
B. Riley Financial, Inc., 5.000%, 12/31/2026 (f) |
2,000,000 | 1,241,600 | ||||||
B. Riley Financial, Inc., 6.000%, 1/31/2028 (f) |
3,000,000 | 1,872,000 | ||||||
Banc of California, Inc., 5.250%, 4/15/2025 (e) |
3,000,000 | 2,927,593 | ||||||
Banc of California, Inc., 4.375% (TSFR3M + 4.195%), 10/30/2030 (d) |
1,675,000 | 1,528,731 | ||||||
Bancorp Bank, 4.750%, 8/15/2025 (e) |
1,500,000 | 1,379,725 | ||||||
BancPlus Corp., 6.000% (TSFR3M + 5.860%), 6/15/2030 (a)(d) |
5,000,000 | 4,655,903 | ||||||
Bank of America Corp., 5.819% (SOFR + 1.570%), 9/15/2029 (d) |
1,000,000 | 1,033,679 | ||||||
Bank of America Corp., 5.872% (SOFR + 1.840%), 9/15/2034 (d) |
1,000,000 | 1,047,728 | ||||||
BankGuam Holding Co., 6.350% (3 Month LIBOR USD + 4.660%), 6/30/2029 (d) |
9,000,000 | 8,752,320 |
Principal Amount |
Value |
|||||||
Corporate Obligations – (continued) |
||||||||
Financial – (continued) |
||||||||
BankGuam Holding Co., 4.750% (TSFR3M + 4.130%), 7/1/2031 (a)(d) |
$ 3,000,000 | $ 2,617,472 | ||||||
BankSouth Holding Co., 5.875% (3 Month LIBOR USD + 4.020%), 7/30/2029 (a)(d) |
5,000,000 | 4,828,590 | ||||||
Banterra Bank, 6.000% (3 Month LIBOR USD + 4.120%), 6/7/2029 (d) |
7,500,000 | 7,311,089 | ||||||
Banterra Corp., 8.000% (TSFR3M + 3.850%), 9/30/2032 (a)(d) |
1,250,000 | 1,126,198 | ||||||
Bar Harbor Bankshares, 4.625% (TSFR3M + 3.270%), 12/1/2029 (d) |
6,000,000 | 5,615,775 | ||||||
BayCom Corp., 5.250% (TSFR3M + 5.210%), 9/15/2030 (d) |
2,598,000 | 2,223,828 | ||||||
BayFirst Financial Corp., 4.500% (SOFRINDX + 3.780%), 6/30/2031 (a)(d) |
1,000,000 | 867,472 | ||||||
Berkshire Hills Bancorp, Inc., 5.500% (TSFR3M + 2.490%), 7/1/2032 (d) |
1,000,000 | 866,130 | ||||||
Big Poppy Holdings, Inc., 6.500%, 7/1/2027 |
3,500,000 | 3,080,000 | ||||||
Brookline Bancorp, Inc., 6.000% (3 Month LIBOR USD + 3.315%), 9/15/2029 (d)(e) |
1,000,000 | 933,659 | ||||||
Byline Bancorp, Inc., 6.000% (TSFR3M + 5.880%), 7/1/2030 (d)(e) |
6,000,000 | 5,642,301 | ||||||
Cadence Bank, 4.750% (3 Month LIBOR USD + 3.030%), 6/30/2029 (d)(e) |
2,000,000 | 1,943,614 | ||||||
Capstar Financial Holdings, Inc., 5.250% (SOFR + 5.130%), 6/30/2030 (d)(e) |
3,000,000 | 2,764,150 | ||||||
CB Financial Services, Inc., 3.875% (TSFR3M + 2.800%), 12/15/2031 (a)(d) |
5,500,000 | 4,585,419 | ||||||
CB&T Holding Corp., 6.250% (TSFR3M + 6.015%), 12/15/2030 (a)(d) |
5,000,000 | 4,350,000 | ||||||
Central Bancshares, Inc., 5.750% (3 Month LIBOR USD + 3.870%), 6/30/2029 (a)(d) |
5,000,000 | 4,847,274 | ||||||
Central Pacific Financial Corp., 4.750% (TSFR3M + 4.560%), 11/1/2030 (d) |
1,000,000 | 892,845 | ||||||
Citizens Community Bancorp, Inc., 6.000% (TSFR3M + 5.910%), 9/1/2030 (a)(d) |
2,000,000 | 1,843,370 | ||||||
Citizens Community Bancorp, Inc., 4.750% (TSFR3M + 3.290%), 4/1/2032 (a)(d) |
1,500,000 | 1,258,823 | ||||||
Clear Blue Financial Holdings LLC, 5.375%, 12/30/2028 (a)(b)(e) |
10,000,000 | 8,225,000 | ||||||
Clear Street Holdings LLC, 6.000%, 10/15/2025 (a)(e) |
5,000,000 | 4,631,250 | ||||||
CoastalSouth Bancshares, Inc., 5.950% (TSFR3M + 5.820%), 9/15/2030 (a)(d) |
2,000,000 | 1,838,288 | ||||||
Colony Bankcorp, Inc., 5.250% (TSFR3M + 2.650%), 5/20/2032 (a)(d) |
1,000,000 | 841,186 | ||||||
Columbia Banking System, Inc., 10.901% (TSFR3M + 5.522%), 12/10/2025 (a)(d) |
6,500,000 | 6,374,679 | ||||||
Commercial Credit Group, Inc., 4.875%, 5/30/2026 (a) |
1,500,000 | 1,409,009 | ||||||
Community Financial Corp., 4.750% (TSFR3M + 4.580%), 10/15/2030 (d) |
1,000,000 | 888,515 | ||||||
Community Heritage Financial, Inc., 5.750% (3 Month LIBOR USD + 4.395%), 10/30/2029 (a)(d) |
4,500,000 | 4,274,933 | ||||||
ConnectOne Bancorp, Inc., 5.750% (TSFR3M + 5.605%), 6/15/2030 (d)(e) |
2,500,000 | 2,320,189 | ||||||
CRB Group, Inc., 6.500% (TSFR3M + 6.380%), 9/1/2030 (a)(d)(e) |
2,000,000 | 1,877,537 | ||||||
Customers Bancorp, Inc., 2.875% (TSFR3M + 2.350%), 8/15/2031 (d) |
1,000,000 | 791,972 | ||||||
Customers Bank, 6.125% (3 Month LIBOR USD + 3.443%), 6/26/2029 (a)(d)(e) |
4,500,000 | 4,308,477 | ||||||
Dime Community Bancshares, Inc., 5.000% (TSFR3M + 2.180%), 5/15/2032 (d) |
1,250,000 | 1,130,431 | ||||||
Eagle Bancorp, Inc., 5.750%, 9/1/2024 |
1,000,000 | 973,267 | ||||||
EF Holdco, Inc. / EF Cayman Holdings Ltd., 5.875%, 4/1/2027 (a)(e) |
5,000,000 | 4,773,615 | ||||||
Enterprise Bancorp, Inc., 5.250% (TSFR3M + 5.175%), 7/15/2030 (d) |
3,500,000 | 3,217,032 | ||||||
Equity Bancshares, Inc., 7.000% (TSFR3M + 6.880%), 6/30/2030 (d)(e) |
9,000,000 | 8,859,361 | ||||||
Evans Bancorp, Inc., 6.000% (SOFR + 5.900%), 7/15/2030 (d)(e) |
4,000,000 | 3,710,047 | ||||||
EverBank Financial Corp, 5.750%, 7/2/2025 |
1,000,000 | 926,820 | ||||||
EverBank Financial Corp, 10.350% (TSFR3M + 4.966%), 3/15/2026 (d) |
1,000,000 | 974,712 | ||||||
FedNat Holding Co., 7.750%, 3/15/2029 (b)(c) |
7,000,000 | 1,120,000 | ||||||
Fidelity Federal Bancorp, 6.000% (TSFR3M + 4.650%), 11/1/2029 (a)(d)(e) |
2,000,000 | 1,903,009 | ||||||
Fidelity Federal Bancorp, 4.500% (TSFR3M + 3.840%), 3/30/2031 (a)(d) |
1,000,000 | 879,530 | ||||||
Fidelity Financial Corp., 5.000% (TSFR3M + 2.470%), 4/30/2032 (a)(d) |
5,000,000 | 4,182,663 | ||||||
Fifth Third Bancorp, 5.631% (SOFR + 1.840%), 1/29/2032 (d)(e) |
1,000,000 | 1,009,002 | ||||||
Financial Institutions, Inc., 4.375% (TSFR3M + 4.265%), 10/15/2030 (d) |
3,000,000 | 2,690,356 | ||||||
FineMark Holdings, Inc., 8.562% (TSFR3M + 3.232%), 6/30/2028 (d) |
1,000,000 | 962,506 | ||||||
First Bancshares, Inc., 4.250% (TSFR3M + 4.126%), 10/1/2030 (d) |
1,000,000 | 897,044 |
Principal Amount |
Value |
|||||||
Corporate Obligations – (continued) |
||||||||
Financial – (continued) |
||||||||
First Bank, 5.500% (TSFR3M + 5.380%), 6/1/2030 (d) |
$ 1,500,000 | $ 1,390,540 | ||||||
First Business Financial Services, Inc., 5.500% (SOFR + 4.332%), 8/15/2029 (a)(d)(e) |
9,500,000 | 9,132,145 | ||||||
First Help Financial LLC, 6.000%, 11/15/2026 (a) |
5,000,000 | 4,805,389 | ||||||
First Midwest Capital Trust, 6.950%, 12/1/2033 |
1,761,000 | 1,626,941 | ||||||
First Northwest Bancorp, 3.750% (TSFR3M + 3.000%), 3/30/2031 (d) |
1,000,000 | 824,625 | ||||||
First Paragould Bankshares, Inc., 8.741% (3 Month LIBOR USD + 3.095%), 12/15/2027 (a)(d) |
2,250,000 | 2,209,207 | ||||||
FirstBank, 4.500% (SOFR + 4.390%), 9/1/2030 (d)(e) |
3,500,000 | 3,206,871 | ||||||
Firstsun Capital Bancorp, 6.000% (TSFR3M + 5.890%), 7/1/2030 (a)(d)(e) |
6,500,000 | 6,039,850 | ||||||
Five Star Bancorp, 6.000% (SOFR + 3.290%), 9/1/2032 (a)(d) |
1,000,000 | 851,552 | ||||||
Flagstar Bancorp, Inc., 4.125% (TSFR3M + 3.910%), 11/1/2030 (d) |
2,375,000 | 2,250,267 | ||||||
Flushing Financial Corp., 3.125% (TSFR3M + 2.035%), 12/1/2031 (d) |
2,000,000 | 1,573,186 | ||||||
FNB Corp., 4.950% (TSFR3M + 2.662%), 2/14/2029 (d) |
600,000 | 564,008 | ||||||
Forbright, Inc., 5.750% (TSFR3M + 4.390%), 12/1/2029 (a)(d) |
2,000,000 | 1,889,067 | ||||||
Franklin BSP Lending Corp., 4.850%, 12/15/2024 (a) |
2,000,000 | 1,952,323 | ||||||
Georgia Banking Co., Inc., 4.125% (TSFR3M + 3.400%), 6/15/2031 (a)(d) |
1,000,000 | 861,628 | ||||||
Golden Pear Funding HoldCo LLC, 6.375%, 12/22/2026 |
5,000,000 | 4,826,091 | ||||||
Golden State Bancorp, 4.500% (TSFR3M + 3.350%), 12/15/2031 (a)(d) |
1,000,000 | 845,870 | ||||||
Goldman Sachs Group, Inc., 7.331% (TSFR3M + 2.012%), 10/28/2027 (d)(e) |
2,000,000 | 2,046,271 | ||||||
Goldman Sachs Group, Inc., 6.484% (SOFR + 1.770%), 10/24/2029 (d)(e) |
1,000,000 | 1,061,514 | ||||||
Hallmark Financial Services, Inc., 6.250%, 8/15/2029 (b) |
9,182,000 | 3,213,700 | ||||||
Hanmi Financial Corp., 3.750% (TSFR3M + 3.100%), 9/1/2031 (d) |
3,500,000 | 3,027,257 | ||||||
HBT Financial, Inc., 4.500% (TSFR3M + 4.370%), 9/15/2030 (a)(d) |
3,000,000 | 2,709,703 | ||||||
Hilltop Holdings, Inc., 6.125% (TSFR3M + 5.800%), 5/15/2035 (d) |
250,000 | 200,976 | ||||||
Home Bancshares, Inc., 5.500% (TSFR3M + 5.345%), 7/31/2030 (a)(d) |
2,500,000 | 2,264,938 | ||||||
HomeStreet, Inc., 3.500% (TSFR3M + 2.150%), 1/30/2032 (d) |
3,000,000 | 1,964,674 | ||||||
Independent Bank Corp., 5.950% (TSFR3M + 5.825%), 5/31/2030 (a)(d) |
1,000,000 | 932,241 | ||||||
Independent Bank Group, Inc., 4.000% (TSFR3M + 3.885%), 9/15/2030 (d) |
1,000,000 | 878,621 | ||||||
Investar Holding Corp., 5.125% (SOFR + 3.752%), 12/30/2029 (a)(d) |
4,000,000 | 3,737,937 | ||||||
JPMorgan Chase & Co., 6.254% (SOFR + 1.810%), 10/23/2034 (d) |
1,000,000 | 1,083,186 | ||||||
Kingstone Cos, Inc., 12.000%, 12/30/2024 (a) |
4,811,000 | 4,570,450 | ||||||
Level One Bancorp, Inc., 4.750% (TSFR3M + 3.110%), 12/18/2029 (d) |
1,500,000 | 1,400,373 | ||||||
Luther Burbank Corp., 6.500%, 9/30/2024 (a)(e) |
2,000,000 | 1,971,790 | ||||||
Malvern Bancorp, Inc., 9.786% (TSFR3M + 4.407%), 2/15/2027 (d) |
1,250,000 | 1,249,522 | ||||||
Maple Financial Holdings, Inc., 5.000% (TSFR3M + 4.670%), 2/15/2031 (a)(d) |
2,000,000 | 1,789,682 | ||||||
Marble Point Loan Financing Ltd. / MPLF Funding LLC, 7.500%, 11/16/2025 (a)(e) |
1,500,000 | 1,419,375 | ||||||
Mercantile Bank Corp., 3.250% (SOFR + 2.120%), 1/30/2032 (d) |
1,500,000 | 1,221,934 | ||||||
Meridian Corp., 5.375% (TSFR3M + 3.950%), 12/30/2029 (d)(e) |
4,000,000 | 3,602,323 | ||||||
MidWestOne Financial Group, Inc., 5.750% (TSFR3M + 5.680%), 7/30/2030 (d)(e) |
5,000,000 | 4,611,237 | ||||||
Morgan Stanley, 6.309% (SOFR + 0.950%), 2/18/2026 (d) |
1,000,000 | 1,003,076 | ||||||
Morgan Stanley, 6.627% (SOFR + 2.050%), 11/1/2034 (d) |
1,000,000 | 1,106,221 | ||||||
Nano Financial Holdings, Inc., 7.000%, 7/1/2024 (a) |
5,000,000 | 4,949,172 | ||||||
National Bank of Indianapolis Corp., 5.500% (3 Month LIBOR USD + 4.209%), 9/15/2029 (a)(d) |
7,000,000 | 6,688,325 | ||||||
NewtekOne, Inc., 8.125%, 2/1/2025 (a) |
1,250,000 | 1,264,728 | ||||||
NexBank Capital, Inc., 4.000% (TSFR3M + 3.390%), 8/15/2031 (a)(b)(d) |
2,000,000 | 1,635,474 | ||||||
NexBank Capital, Inc., 6.000%, 7/15/2032 (a) |
1,500,000 | 1,274,330 | ||||||
Northern Bancorp, Inc., 4.750% (TSFR3M + 3.275%), 12/30/2029 (a)(d) |
2,000,000 | 1,814,498 |
Principal Amount |
Value |
|||||||
Corporate Obligations – (continued) |
||||||||
Financial – (continued) |
||||||||
Northpointe Bancshares, Inc., 6.000% (TSFR3M + 4.905%), 9/30/2029 (a)(d) |
$ 4,000,000 | $ 3,822,317 | ||||||
Northwest Bancshares, Inc., 4.000% (TSFR3M + 3.890%), 9/15/2030 (d) |
1,000,000 | 952,739 | ||||||
Oakstar Bancshares, Inc., 4.250% (TSFR3M + 3.516%), 4/15/2031 (a)(d) |
1,000,000 | 872,674 | ||||||
Obsidian Insurance Holdings, Inc., 6.500%, 12/30/2025 (a)(e) |
5,000,000 | 4,675,000 | ||||||
OceanFirst Financial Corp., 5.250% (TSFR3M + 5.095%), 5/15/2030 (d) |
1,000,000 | 977,716 | ||||||
Olney Bancshares of Texas, Inc., 4.000% (TSFR3M + 3.320%), 3/15/2031 (a)(d) |
1,000,000 | 872,366 | ||||||
Origin Bank, 4.250% (3 Month LIBOR USD + 2.820%), 2/15/2030 (d) |
2,500,000 | 2,328,669 | ||||||
Pacific Premier Bancorp, Inc., 5.375% (TSFR3M + 5.170%), 6/15/2030 (d)(e) |
5,000,000 | 4,860,124 | ||||||
PCAP Holdings LP, 6.500%, 7/15/2028 (a) |
2,000,000 | 1,810,331 | ||||||
Peapack Gladstone Financial Corp., 8.186% (TSFR3M + 2.802%), 12/15/2027 (d) |
2,150,000 | 2,058,491 | ||||||
Peoples Bancorp Inc., 5.750% (TSFR3M + 4.212%), 7/31/2029 (a)(d) |
5,000,000 | 4,884,948 | ||||||
PhenixFIN Corp., 5.250%, 11/1/2028 (f) |
1,750,000 | 1,569,050 | ||||||
Piedmont Bancorp, Inc., 5.750% (TSFR3M + 5.615%), 9/1/2030 (a)(d) |
2,500,000 | 2,295,390 | ||||||
Preferred Bank, 3.375% (TSFR3M + 2.780%), 6/15/2031 (d) |
2,500,000 | 1,857,008 | ||||||
Premia Holdings Ltd., 6.900%, 9/23/2030 (a) |
9,000,000 | 8,865,000 | ||||||
Primis Financial Corp., 5.400% (TSFR3M + 5.310%), 9/1/2030 (d)(e) |
2,000,000 | 1,905,945 | ||||||
Queensborough Co., 6.000% (TSFR3M + 5.880%), 10/15/2030 (a)(d) |
3,000,000 | 2,748,148 | ||||||
RBB Bancorp, 4.000% (TSFR3M + 3.290%), 4/1/2031 (d) |
1,500,000 | 1,304,811 | ||||||
Ready Capital Corp., 5.750%, 2/15/2026 (f) |
1,545,400 | 1,480,493 | ||||||
Ready Capital Corp., 6.200%, 7/30/2026 (f) |
4,491,700 | 4,274,302 | ||||||
Reliant Bancorp, Inc., 5.125% (TSFR3M + 3.765%), 12/15/2029 (d) |
500,000 | 468,552 | ||||||
River Financial Corp., 4.000% (TSFR3M + 3.420%), 3/15/2031 (a)(d) |
1,000,000 | 848,383 | ||||||
Salisbury Bancorp, Inc., 3.500% (SOFR + 2.800%), 3/31/2031 (d) |
1,000,000 | 861,213 | ||||||
SCRE Intermediate Holdco LLC, 6.500%, 2/15/2027 (a) |
2,000,000 | 1,901,416 | ||||||
Silver Queen Financial Services, Inc., 8.977% (TSFR3M + 3.600%), 12/1/2027 (a)(d)(e) |
3,800,000 | 3,732,692 | ||||||
SmartFinancial, Inc., 8.142% (TSFR3M + 2.812%), 10/2/2028 (a)(d)(e) |
2,190,000 | 2,109,597 | ||||||
South Street Securities Funding LLC, 6.250%, 12/30/2026 (a) |
6,000,000 | 5,773,334 | ||||||
Southern Financial Corp., 4.875% (TSFR3M + 3.930%), 10/20/2031 (a)(d) |
1,500,000 | 1,292,330 | ||||||
Spirit of Texas Bancshares, Inc., 6.000% (TSFR3M + 5.920%), 7/31/2030 (a)(d) |
5,000,000 | 4,625,286 | ||||||
Stellar Bancorp, Inc., 4.700% (SOFR + 3.392%), 10/1/2029 (d)(e) |
1,750,000 | 1,627,986 | ||||||
Summit Financial Group, Inc., 3.250% (TSFR3M + 2.300%), 12/1/2031 (d) |
2,000,000 | 1,582,217 | ||||||
Texas State Bankshares, Inc., 5.750% (3 Month LIBOR USD + 3.550%), 6/15/2029 (a)(d) |
4,000,000 | 3,888,962 | ||||||
Transverse Insurance Group LLC, 6.000%, 12/15/2026 (a) |
5,000,000 | 4,635,509 | ||||||
Trinitas Capital Management LLC, 6.000%, 7/30/2026 (a)(e) |
6,000,000 | 5,572,500 | ||||||
Trinity Capital, Inc., 7.000%, 1/16/2025 (f) |
7,500,000 | 7,533,000 | ||||||
Triumph Financial, Inc., 4.875% (SOFR + 3.592%), 11/27/2029 (d)(e) |
10,000,000 | 9,315,060 | ||||||
Tulsa Valley Bancshares Corp., 5.000% (TSFR3M + 4.210%), 4/15/2031 (a)(d) |
1,250,000 | 1,108,891 | ||||||
Universal Insurance Holdings, Inc., 5.625%, 11/30/2026 |
7,000,000 | 6,555,821 | ||||||
Univest Financial Corp., 7.250% (TSFR3M + 3.098%), 11/15/2032 (d) |
1,250,000 | 1,094,124 | ||||||
US Metro Bancorp, Inc., 5.650% (TSFR3M + 5.430%), 11/1/2030 (a)(d)(e) |
3,000,000 | 2,692,150 | ||||||
VCT Holdings LLC, 6.000%, 12/30/2026 (a) |
5,000,000 | 4,481,250 | ||||||
Velocity Commercial Capital LLC, 7.125%, 3/15/2027 (a) |
3,000,000 | 2,888,240 | ||||||
Veritex Holdings, Inc., 4.750% (TSFR3M + 3.470%), 11/15/2029 (d) |
1,750,000 | 1,645,092 | ||||||
Volunteer State Bancshares, Inc., 5.750% (TSFR3M + 4.365%), 11/15/2029 (a)(d) |
2,000,000 | 1,894,621 | ||||||
VyStar Credit Union, 4.250%, 3/15/2032 (a) |
3,000,000 | 2,478,395 | ||||||
Webster Financial Corp., 4.000% (TSFR3M + 2.530%), 12/30/2029 (d) |
200,000 | 176,596 | ||||||
Webster Financial Corp., 3.875% (TSFR3M + 3.690%), 11/1/2030 (d) |
1,000,000 | 933,959 | ||||||
Wells Fargo & Co., 5.198% (SOFR + 1.500%), 1/23/2030 (d)(e) |
1,000,000 | 1,006,956 | ||||||
Wells Fargo & Co., 6.491% (SOFR + 2.060%), 10/23/2034 (d) |
1,000,000 | 1,089,590 | ||||||
White River Bancshares Co., 5.875% (TSFR3M + 4.420%), 12/31/2029 (a)(d) |
5,000,000 | 4,702,937 |
Principal Amount |
Value |
|||||||
Corporate Obligations – (continued) |
||||||||
Financial – (continued) |
||||||||
Wintrust Financial Corp., 4.850%, 6/6/2029 (e) |
$ 5,000,000 | $ 4,635,451 | ||||||
Zions Bancorp NA, 3.250%, 10/29/2029 |
2,000,000 | 1,665,860 | ||||||
TOTAL CORPORATE OBLIGATIONS (Cost – $497,797,200) |
$450,969,092 |
|||||||
Preferred Stocks – 6.50% |
Shares |
|||||||
Financial – 2.87% |
||||||||
B. Riley Financial, Inc., 7.375% |
40,000 | 820,800 | ||||||
Clear Street Group, Inc., 7.000% (a)(g) |
80,000 | 1,440,000 | ||||||
CNB Financial Corp., 7.125% |
2,601 | 58,106 | ||||||
Dime Community Bancshares, Inc., 5.500% |
25,000 | 458,750 | ||||||
First Citizens BancShares, Inc., 5.375% |
140,000 | 3,001,600 | ||||||
First Merchants Corp., 7.500% |
40,000 | 1,038,800 | ||||||
Northpointe Bancshares, Inc., 8.250% (SOFR + 7.990%) (a)(d) |
80,000 | 1,938,000 | ||||||
OceanFirst Financial Corp., 7.000% (SOFR + 6.845%) (d) |
19,500 | 478,725 | ||||||
United Fidelity Bank, 7.000% (a)(b) |
1,000 | 728,000 | ||||||
9,962,781 | ||||||||
Real Estate Investment Trust – 3.63% |
||||||||
AGNC Investment Corp., 10.687% (TSFR3M + 5.373%) (d) |
40,000 | 1,022,800 | ||||||
Annaly Capital Management, Inc., 10.585% (TSFR3M + 5.255%) (d) |
40,000 | 1,020,800 | ||||||
Dynex Capital, Inc., 6.900% (3 Month LIBOR + 5.461%) (d) |
40,000 | 947,600 | ||||||
Ellington Financial, Inc., 6.250%(d) (H15T5Y + 4.990%) |
80,000 | 1,668,800 | ||||||
Ellington Financial, Inc., 6.750% (3 Month LIBOR + 5.196%) (d) |
20,000 | 479,200 | ||||||
Inpoint Commercial Real Estate Income, Inc., 6.750% |
80,000 | 1,591,976 | ||||||
Lument Finance Trust, Inc., 7.875% |
40,000 | 802,000 | ||||||
Rithm Capital Corp., 7.000% (H15T5Y + 6.223%) (d) |
200,000 | 4,578,000 | ||||||
TPG RE Finance Trust, Inc., 6.250% |
30,000 | 474,900 | ||||||
12,586,076 | ||||||||
TOTAL PREFERRED STOCKS (Cost – $25,250,177) |
$22,548,857 |
|||||||
Warrants – 0.10% |
||||||||
Financial – 0.10% |
||||||||
Kingstone Cos, Inc. (a) |
233,775 | 345,987 | ||||||
TOTAL WARRANTS (Cost – $-) |
$345,987 |
|||||||
Short-Term Investments – 1.55% |
||||||||
Money Market Funds – 1.55% |
||||||||
First American Government Obligations Fund, Class U, 5.271% (h) |
5,367,941 | 5,367,941 | ||||||
TOTAL SHORT-TERM INVESTMENTS (Cost – $5,367,941) |
$5,367,941 |
|||||||
TOTAL INVESTMENTS – 138.78% (Cost – $532,201,939) |
$481,538,501 |
|||||||
Liabilities in Excess of Other Assets – (38.78%) |
(134,556,773 | ) | ||||||
NET ASSETS – 100.00% |
$346,981,728 |
|||||||
(a) | Security exempt from registration under Rule 144A or Section 4(a)(2) of the Securities Act of 1933. 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 Board of Trustees, unless otherwise denoted. At January 31, 2024, the value of these securities amounted to $254,345,911 or 73.30% of net assets. |
(b) | As of January 31, 2024, the Fund has fair valued these securities under the procedures established by Angel Oak Capital Advisors, LLC as Valuation Designee pursuant to Rule 2a-5 under the Investment Company Act of 1940. The value of these securities amounted to $15,082,174 or 4.35% of net assets. Value determined using significant unobservable inputs. |
(c) | Security identified as in default as to the payment of interest. Income is not being accrued. |
(d) | Variable or floating rate security based on a reference index and spread. Certain securities are fixed to variable and currently in the fixed phase. Securities that reference SOFR may have been subject to a credit spread adjustment, particularly legacy holdings that previously referenced LIBOR and have transitioned to SOFR as the base lending rate. Rate disclosed is the rate in effect as of January 31, 2024. |
(e) | All or a portion of the security has been pledged as collateral in connection with open reverse repurchase agreements. At January 31, 2024, the value of securities pledged amounted to $100,016,130. |
(f) | Security issued as a “Baby Bond”, with a par value of $25 per bond. The principal balance disclosed above represents the issuer’s outstanding principal that corresponds to the bonds held in the Fund. |
(g) | Variable rate security. The coupon is based on an underlying pool of assets. Rate disclosed is the rate in effect as of January 31, 2024. |
(h) | Rate disclosed is the seven day yield as of January 31, 2024. |
Counterparty |
Interest Rate |
Trade Date |
Maturity Date |
Net Closing Amount |
Face Value |
|||||||||||||||
Lucid Management and Capital Partners LP |
6.782 | % | 1/18/2024 | 2/15/2024 | $ | 32,697,565 | $32,526,000 | |||||||||||||
Lucid Management and Capital Partners LP |
7.173 | % | 1/11/2024 | 4/11/2024 | 7,191,072 | 7,063,000 | ||||||||||||||
Lucid Management and Capital Partners LP |
6.948 | % | 1/18/2024 | 4/18/2024 | 12,802,975 | 12,582,000 | ||||||||||||||
Lucid Management and Capital Partners LP |
6.948 | % | 1/30/2024 | 4/18/2024 | 2,735,075 | 2,694,000 | ||||||||||||||
Total |
$54,865,000 |
Ticker |
Investment Objective |
Commencement of Operations | ||
FINS |
Current Income & Total Return | 05/31/19 |
Pre- Reorganzation Net Assets |
Pre- Reorganzation Shares Outstanding |
Pre- Reorganzation Net Asset Value |
Post- Reorganzation Net Asset Value |
Post- Reorganzation Shares Outstanding |
Exchange Ratio |
|||||||||||||||||||
FINS |
$331,647,740 | 20,305,331 | $16.3330 | $409,348,777 | 25,062,638 | 1.17319 | ||||||||||||||||||
DYFN |
$77,701,037 | 4,055,000 | $19.1618 | — | — | — |
• | 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) |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets |
||||||||||||||||
Bank Loans |
$– | $750,624 | $– | $750,624 | ||||||||||||
Common Stocks |
1,396,000 | – | – | 1,396,000 | ||||||||||||
Convertible Obligations |
– | – | 160,000 | 160,000 | ||||||||||||
Corporate Obligations |
– | 436,774,918 | 14,194,174 | 450,969,092 | ||||||||||||
Preferred Stocks |
18,442,857 | 3,378,000 | 728,000 | 22,548,857 | ||||||||||||
Warrants |
– | 345,987 | – | 345,987 | ||||||||||||
Short-Term Investments |
5,367,941 | – | – | 5,367,941 | ||||||||||||
Total |
$25,206,798 | $441,249,529 | $15,082,174 | $481,538,501 | ||||||||||||
Other Financial Instruments |
||||||||||||||||
Liabilities |
||||||||||||||||
Reverse Repurchase Agreements |
$– | ($54,865,000) | $– | ($54,865,000) |
Balance as of 01/31/23 |
Amortization/ Accretion/ Distributions |
Net Realized Gain (Loss) |
Change in Net Unrealized Appreciation/ Depreciation |
Purchases |
Sales |
Transfers Into Level 3 |
Transfers Out of Level 3 |
Balance as of 01/31/24 | ||||||||||
Convertible Obligations |
$310,000 | $– | $– | ($150,000) | $– | $– | $– | $– | $160,000 | |||||||||
Corporate Obligations |
$10,520,000 | $– | $– | ($1,175,000) | $– | $– | $4,849,174 | $– | $14,194,174 | |||||||||
Preferred Stocks |
$709,000 | $– | $– | $19,000 | $– | $– | $– | $– | $728,000 |
Fair Value as of 01/31/24 |
Valuation Techniques |
Unobservable Input* |
Range |
Weighted Average Unobservable Input | ||||||||
Convertible Obligations |
$160,000 | Model Valuation | Estimated recovery from proposed Chapter 11 liquidation plan | $ 16.00** | Recovery Estimate: 16% | |||||||
Corporate Obligations |
$1,120,000 | Model Valuation | Estimated recovery from proposed Chapter 11 liquidation plan | $ 16.00** | Recovery Estimate: 16% | |||||||
Corporate Obligations |
$9,860,474 | Consensus Pricing | Priced to yield using trading colors of comparable securities and other deals with similar coupons and characteristics | $81.77-$82.25 |
Yield: 9.0%-9.5% | |||||||
Corporate Obligations |
$3,213,700 | Model Valuation | Capital coverage for senior notes and liquidity haircut | $35.00** | N/A | |||||||
Preferred Stocks |
$728,000 | Consensus Pricing | Priced to yield using trading colors of comparable securities and other deals with similar coupons and characteristics | $728.00** | Yield: 9.7% |
* | Significant increases and decreases in the unobservable inputs used to determine fair value of Level 3 assets could result in significantly higher or lower fair value measurements. An increase to the unobservable input would result in an increase to the fair value. A decrease to the unobservable input would have the opposite effect. |
** | Each input presents information for one security and reflects the value as of January 31, 2024. |
Reverse Repurchase Agreements |
Overnight and Continuous |
Up to 30 Days |
30-90 Days |
Greater than 90 Days |
Total |
|||||||||||||||
Corporate Obligations |
$– | $ | 32,526,000 | $ | 22,339,000 | $– | $ | 54,865,000 | ||||||||||||
Total |
$– | $ | 32,526,000 | $ | 22,339,000 | $– | $ | 54,865,000 | ||||||||||||
Gross amount of reverse repurchase agreements in Balance Sheet Offsetting Information Table |
$ | 54,865,000 | ||||||||||||||||||
Amounts related to agreements not included in offsetting disclosure in Balance Sheet Offsetting Information Table |
$– |
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 | $54,865,000 | $– | $54,865,000 | $54,865,000 | $– | $– |
Total Waived Expenses Recoverable by the Adviser as of 01/31/24 |
Recoverable Expenses Subject to 36 Month Limit During the Year Ended 01/31/27 | |
$10,660 | $10,660 |
Purchases |
Sales | |
$25,678,583 | $54,211,289 |
2024 |
2023 |
|||||||
Distributions paid from: |
||||||||
Ordinary Income |
$17,813,675 | $ | 16,477,092 | |||||
Net Long-Term Capital Gain |
– | – | ||||||
Return of Capital |
12,512,118 | 11,365,728 | ||||||
Total |
$30,325,793 | $ | 27,842,820 |
Tax Cost of Investments |
$532,443,278 | |
Unrealized Appreciation* |
1,578,843 | |
Unrealized Depreciation* |
(52,483,620) | |
Net Unrealized Appreciation (Depreciation)* |
($50,904,777) | |
Undistributed Ordinary Income |
– | |
Undistributed Long-Term Gain (Loss) |
– | |
Accumulated Gain (Loss) |
$– | |
Other Accumulated Gain (Loss) |
(16,767,116) | |
Total Distributable Earnings (Accumulated Deficit) |
($67,671,893) |
* | Represents aggregated amounts of investments and reverse repurchase agreements in the Fund. |
No expiration short-term |
$11,869,704 | |
No expiration long-term |
$4,887,288 | |
Total |
$16,756,992 |
Series |
Principal Outstanding 01/31/24 |
Payment Frequency |
Unamortized Offering Costs |
Estimated Fair Value 01/31/24 |
Fixed Interest Rate |
Maturity Date | ||||||
A |
$40,000,000 | Semi-Annual | $271,453 | $36,956,355 | 2.35% | July 8, 2026 | ||||||
B |
$45,000,000 | Semi-Annual | $306,106 | $40,488,663 | 2.80% | July 8, 2028 |
Layoff/Expiration Date |
Shares of Common Stock Issued |
Subscription Price |
Offering Costs | |||
October 6, 2021 |
410,000 | $16.15 | $37,920 | |||
October 11, 2021 |
300,000 | $16.10 | $27,746 | |||
October 14, 2021 |
4,366,333 | $16.06 | $403,834 |
Name and 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) | ||||||||||
Ira P. Cohen 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). | 10 | Trustee, Valued Advisers Trust (since 2010); Trustee, Apollo Diversified Real Estate Fund (formerly, Griffin Institutional Access Real Estate Fund) (since 2014); Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Strategic Credit Fund (since 2017); Trustee, U.S. Fixed Income Trust (since 2019); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022); Trustee, Apollo Credit Fund (formerly, Griffin Institutional Access Credit Fund) (2017-2022). | |||||
Alvin R. Albe, Jr. 1953 |
Independent Trustee (Class I) | Since 2018; 3 year term | Retired. | 10 | Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Strategic Credit Fund (since 2017); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022). |
Name and 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 | |||||
Keith M. Schappert 1951 |
Independent Trustee (Class II) | Since 2018; 3 year term | President, Schappert Consulting LLC (investment industry consulting) (since 2008); Retired, President and CEO of JP Morgan Investment Management. | 10 | Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Strategic Credit Fund (since 2017); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022); Director, Commonfund Capital, Inc. (2015-2022); Trustee, Mirae Asset Discovery Funds (2010-2023). | |||||
Andrea N. Mullins 1967 |
Independent Trustee (Class II) | Since 2019; 3 year term | Private Investor; Independent Contractor, SWM Advisors (since 2014). | 10 | Trustee and Audit Committee Chair, Valued Advisers Trust (since 2013, Chair since 2017); Trustee, Angel Oak Funds Trust (since 2019); Trustee, Angel Oak Strategic Credit Fund (since 2019); Angel Oak Credit Opportunities Term Trust (since 2021); Trustee and Audit Committee Chair, NXG Cushing Midstream Energy Fund (formerly, Cushing MLP & Infrastructure Fund) (since 2021); Trustee and Audit Committee Chair, NXG NextGen Infrastructure Income Fund (formerly, Cushing NextGen Infrastructure Income Fund) (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022); Trustee and Audit Committee Chair, Cushing Mutual Funds Trust (2021-2023). |
Name and 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 | ||||||||||
Samuel R. Dunlap, III 1979 |
Interested Trustee (Class III) | Since 2022; 3 year term |
Chief Investment Officer-Public Strategies, Angel Oak Capital Advisors, LLC (investment management) (since 2009). | 10 | Trustee, Angel Oak Funds Trust (since 2019); Trustee, Angel Oak Strategic Credit Fund (since 2019); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022). | |||||
Cheryl M. Pate (3) 1976 |
Interested Trustee (Class I) | Since 2023; Through 2024 | Senior Portfolio Manager, Angel Oak Capital Advisors, LLC (investment management) (since 2017). | 10 | Trustee, Angel Oak Funds Trust (since 2022); Trustee, Angel Oak Strategic Credit Fund (since 2022); Trustee, Angel Oak Credit Opportunities Term Trust (since 2022); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2022-2022). |
(1) | The Fund Complex includes the Fund, each series of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund, and Angel Oak Credit Opportunities Term Trust. |
(2) | The Trustees of the Fund who are not “interested persons” of the Fund as defined in the 1940 Act (“Independent Trustees”). |
(3) | Ms. Pate was appointed Interested Trustee on June 29, 2023. |
Name and Year of Birth |
Position with the Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years | |||
Officers | ||||||
Adam Langley 1967 |
President | Since 2022; indefinite term (other offices held 2015-2022) | Chief Operating Officer, Angel Oak Capital Advisors, LLC (since 2021); Chief Compliance Officer, Angel Oak Capital Advisors, LLC (2015-2022); Chief Compliance Officer of Falcons I, LLC (2018-2022); Chief Compliance Officer, Angel Oak Funds Trust (2015-2022); Chief Compliance Officer, Angel Oak Strategic Credit Fund (2017-2022); Chief Compliance Officer, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022); Chief Compliance Officer, Angel Oak Credit Opportunities Term Trust (2021-2022); Chief Compliance Officer, Angel Oak Commercial Real Estate Solutions (2021-2022); Chief Compliance Officer, Buckhead One Financial Opportunities, LLC (2015-2022); Chief Compliance Officer, Angel Oak Capital Partners II, LLC (2016-2022); Chief Compliance Officer, Hawks I, LLC (2018-2022). | |||
Michael Colombo 1984 |
Secretary | Since 2023; indefinite term | Chief Risk Officer, Angel Oak Capital Advisors, LLC (since 2023); Director of Valuation, Angel Oak Capital Advisors, LLC (2022-2023); Director of Trade Operations, Intercontinental Exchange, Inc. (2022); Manager of Trade Operations, Intercontinental Exchange, Inc. (2019-2022); Lead Analyst, Trade Operations, Intercontinental Exchange, Inc. (2018-2019). | |||
Daniel Fazioli 1981 |
Treasurer | Since 2015; indefinite term | Chief Accounting Officer, Angel Oak Capital Advisors, LLC (since 2015). | |||
Chase Eldredge 1989 |
Chief Compliance Officer | Since 2022; indefinite term | Chief Compliance Officer, Angel Oak Capital Advisors, LLC (since 2022); Chief Compliance Officer of Falcons I, LLC (since 2022); Chief Compliance Officer, Angel Oak Funds Trust (since 2022); Chief Compliance Officer, Angel Oak Strategic Credit Fund (since 2022); Chief Compliance Officer, Angel Oak Credit Opportunities Term Trust (since 2022); Senior Compliance Officer, Angel Oak Capital Advisors, LLC (2020-2022); Compliance Officer, Angel Oak Capital Advisors, LLC (2017-2020). |
• | 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 return to 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. |
a. | Borrowing Money. The Fund may borrow money to the extent permitted under the 1940 Act, the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act. |
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 SEC under the 1940 Act, as amended from time to time, or an exemption or 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 SEC under the 1940 Act, as amended from time to time, or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act. This includes that the Fund may (i) acquire or lease office space for its own use, (ii) invest in instruments of issuers that deal in real estate or are engaged in the real estate business, including real estate investment trusts, (iii) invest in instruments secured by real estate or interests therein, (iv) hold and sell real estate or mortgages on real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund’s ownership of such instruments. |
e. | Commodities. The Fund may purchase or sell commodities to the extent permitted under the 1940 Act, the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act. The Fund may purchase or sell options or futures contracts, invest in securities or other instruments backed by commodities or invest in companies that are engaged in a commodities business or have a significant portion of their assets in commodities. |
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 SEC under the 1940 Act, as amended from time to time, or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act. |
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. |
Assumed annual return on the Fund’s portfolio (net of expenses) |
-10% |
-5 |
% | 0 | % | 5 | % | 10 | % | |||||||||
Share Total Return |
- |
- |
% | - |
% | % | % |
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 |
||||||||||||||||||
1/31/2024 |
$ | $ | $ | $ | - |
% | - |
% | ||||||||||||||||
10/31/2023 |
$ | $ | $ | $ | - |
% | - |
% | ||||||||||||||||
7/31/2023 |
$ | $ | $ | $ | - |
% | - |
% | ||||||||||||||||
4/30/2023 |
$ | $ | $ | $ | - |
% | - |
% | ||||||||||||||||
1/31/2023 |
$ | $ | $ | $ | - |
% | - |
% | ||||||||||||||||
10/31/2022 |
$ | $ | $ | $ | - |
% | - |
% | ||||||||||||||||
7/31/2022 |
$ | $ | $ | $ | - |
% | - |
% | ||||||||||||||||
4/30/2022 |
$ | $ | $ | $ | - |
% | - |
% |
Shareholder Transaction Expenses |
||
Sales load paid by Shareholders (a) |
||
Offering Expenses Borne by the Fund (a) |
||
Dividend Reinvestment and Cash Purchase Plan Fees (per sale fee) (b) |
$ |
Annual Fund Expenses |
( Average Net Assets Attributable to Shares (i.e., Common Shares)) | |
Management Fee (c) |
||
Interest Payments on Borrowed Funds (d) |
||
Other Expenses (e) |
||
Total Annual Fund Operating Expenses |
(a) |
(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) |
(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, 2024, 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, 2024, the outstanding balance of reverse repurchase agreements was $54,865,000, which have a weighted average annual interest rate of 6.88%. |
(e) |
1 Year |
3 Years |
5 Years |
10 Years |
|||||||||||||
Total Expenses Incurred |
$ | $ | $ | $ |
• | 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. Alvin R. Albe, Jr. is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 01/31/2024 | FYE 01/31/2023 | |||||||
( a ) Audit Fees |
$ | 33,500 | $ | 34,500 | ||||
( b ) Audit-Related Fees |
$ | 0 | $ | 0 | ||||
( c ) Tax Fees |
$ | 8,000 | $ | 4,000 | ||||
( d ) All Other Fees |
$ | 0 | $ | 0 |
The Audit, Financial and Administrative Oversight Committee has not adopted written pre-approval policies and procedures. Instead, the Committee has the duty and responsibility to pre-approve all auditing services and permissible non-auditing services 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-audit fees 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-approve those non-audit services 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-audit services 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-approved by 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.
The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
FYE 01/31/2024 | FYE 01/31/2023 | |||||||
Audit-Related Fees |
0 | % | 0 | % | ||||
Tax Fees |
0 | % | 0 | % | ||||
All Other Fees |
0 | % | 0 | % |
All of the principal accountant’s hours spent on auditing the registrant’s financial statements for the most recent fiscal year were attributed to work performed by full-time permanent employees of the principal accountant.
The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity) for the last two years.
Non-Audit Related Fees |
FYE 01/31/2024 | FYE 01/31/2023 | ||||||
Registrant |
$ | 8,000 | $ | 4,000 | ||||
Registrant’s Investment Adviser |
$ | 0 | $ | 0 |
The audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.
The registrant is not a foreign issuer.
Item 5. Audit Committee of Listed Registrants.
The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee, consisting of the entire Board, are as follows: Alvin R. Albe, Jr., Keith M. Schappert, Ira P. Cohen, and Andrea N. Mullins.
(b) Not applicable.
Item 6. Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
ANGEL OAK FUNDS TRUST
ANGEL OAK STRATEGIC CREDIT FUND
ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST
PROXY VOTING
The Boards of Trustees (the “Board”) of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund, and Angel Oak Financial Strategies Income Term Trust (each, a “Trust” and together, the “Trusts”) and the Trusts’ respective series, if any, (each, a “Fund” and together with the Trusts, the “Funds”) recognizes that the Board’s right to vote proxies for Trust holdings is an important responsibility and a significant Trust asset. Consistent with its fiduciary duties and duty to report each Funds’ proxy voting record pursuant to Rule 30b1-4 under the Investment Company Act of 1940, the Board has adopted this proxy voting policy on behalf of the Funds to reflect its commitment to ensure that proxies are voted in a manner consistent with the best interests of the Funds’ shareholders.
Delegation
The Board recognizes that the investment adviser of the Funds, Angel Oak Capital Advisors, LLC (the “Adviser”), as the entity that selects the individual securities that comprise each Fund’s portfolio, is the most knowledgeable and best suited to monitor corporate actions, analyze proxy proposals, make voting decisions, and ensure that proxies are submitted in a timely fashion. The Board therefore delegates the authority to vote proxies to the Adviser, subject to the supervision of the Board.
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 return and 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 |
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 with the SEC on Form N-PX on an annual basis, for the prior 12 months ended June 30, by no later than August 31 of each year. Each Trust also will disclose in its SAI and annual and semi-annual reports to shareholders that its proxy voting record 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 SEC’s website. The Trust’s transfer agent will notify the Adviser of any such request of proxy voting records. The Adviser must send the information disclosed in the Trust’s most recently filed Form N-PX within three business days of receipt of a request.
Proxy Voting Policies and Procedures | Page 2 |
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) The following provides biographical information about the individuals who are primarily responsible for the day-to-day management of the registrant’s portfolio (“Portfolio Managers”) as of the date of this filing:
Sreeniwas (Sreeni) V. Prabhu is co-founder, Managing Partner, and Group Chief Investment Officer of the Adviser and a Portfolio Manager of the Fund. Prior to Angel Oak, Mr. Prabhu was the Chief Investment Officer of the investment portfolio at Washington Mutual Bank in Seattle where he managed a $25 billion portfolio. He was also part of the macro asset strategy team at the bank. Mr. Prabhu previously worked for six years at SunTrust Bank in Atlanta, where he was 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. Mr. Prabhu holds a B.B.A. degree in Economics from Georgia College and State University and an M.B.A. in Finance from Georgia State University.
Johannes Palsson is a Senior Portfolio Manager of the Adviser and a Portfolio Manager of the Fund. Mr. Palsson’s primary focus is on investment research and management of community and regional bank debt across the firm’s strategies. Prior to joining the Adviser in 2011, Mr. Palsson served as chief financial officer for The Brand Banking Company, where he managed the overall finance function. He began his career at SunTrust Robinson Humphrey in 1996 where the scope of his responsibilities included interest rate risk modeling and investment strategies. Mr. Palsson holds a finance degree from Georgia State University and an M.B.A. from Emory University’s Goizueta Business School.
Cheryl Pate, CFA®, is a Portfolio Manager at the Adviser and a Portfolio Manager of the Fund. Ms. Pate has more than 15 years’ experience in financial services and primarily focuses on investment research and credit underwriting, particularly in the non-bank financials and community banking sectors. Ms. Pate joined the Adviser in 2017 from Morgan Stanley, where she was an Executive Director and Head of Consumer & Specialty Finance Equity Research. Ms. Pate’s research coverage included the consumer finance, specialty finance, mortgage servicing/originations, mortgage REIT, payments, fintech and banking industries. Ms. Pate holds a B.S. in Commerce (Finance) from the University of British Columbia and an M.B.A. from Duke University’s Fuqua School of Business.
(a)(2) The following provides information on other accounts managed on a day-to-day basis by the Portfolio Managers listed above as of January 31, 2024:
Sreeniwas (Sreeni) V. Prabhu
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 | |||||
5 |
15 | 0 | 0 | 13 | 0 | |||||
$3,272,224,274 |
$2,537,800,341 | $0 | $0 | $2,127,688,015 | $0 |
Johannes Palsson
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 | |||||
3 |
1 | 5 | 0 | 0 | 0 | |||||
$301,217,846 |
$25,072,789 | $450,399,749 | $0 | $0 | $0 |
Cheryl Pate
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 | |||||
3 |
1 | 5 | 0 | 0 | 0 | |||||
$301,217,846 |
$25,072,789 | $450,399,749 | $0 | $0 | $0 |
Potential Conflicts of Interest: Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management 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-day management responsibilities.
(a)(3) The following describes how the portfolio managers are compensated as of January 31, 2024:
The Portfolio Managers receive an annual base salary from the Adviser. Each of the Portfolio 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. Mr. Prabhu has an ownership interest in the Adviser and may receive distributions from the Adviser, which may come from profits generated by the Adviser. Portfolio Managers may have profit sharing interests in the Adviser’s parent company in addition to their salary, bonus, and benefits package.
(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, 2024:
Portfolio Manager |
Dollar Range of Equity Securities in the Fund |
|||
Sreeni Prabhu |
$ | 500,001 - $1,000,000 | ||
Johannes Palsson |
$ | 1 - $10,000 | ||
Cheryl Pate |
$ | 50,001 - $100,000 |
Item 9. Purchases of Equity Securities by Closed-End Management 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 10. 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 11. 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. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
The registrant did not engage in securities lending activities during the fiscal year reported on this Form N-CSR.
Item 13. Exhibits.
(a) |
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(4) Change in the registrant’s independent public accountant. 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 the Sarbanes-Oxley Act of 2002. Furnished herewith. |
(c) | CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
We hereby consent to the incorporation by reference in the Registration Statement on Form N-2 of our report dated March 29, 2024, relating to the financial statements and financial highlights of Angel Oak Financial Strategies Income Term Trust for the year ended January 31, 2024, which appear in this Form N-CSR.
/s/ COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
March 29, 2024
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 | |
Adam Langley, President (Principal Executive Officer) |
Date |
March 29, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* |
/s/ Adam Langley | |
Adam Langley, President (Principal Executive Officer) |
Date |
March 29, 2024 |
By (Signature and Title)* |
/s/ Daniel Fazioli | |
Daniel Fazioli, Treasurer (Principal Financial Officer) |
Date |
March 29, 2024 |
* | Print the name and title of each signing officer under his or her signature. |