SEC Form N-CSR filed by Putnam Master Intermediate Income Trust

Putnam
Master Intermediate
Income Trust

Annual report
9 | 30 | 24

 

Message from the Trustees

November 18, 2024

Dear Fellow Shareholder:

We are pleased to provide the annual report of Putnam Master Intermediate Income Trust for the twelve-month reporting period ended September 30, 2024. Please read on for Fund performance information during the Fund’s reporting period.

We extend our sincere thanks to Kenneth R. Leibler, who retired from the Board on June 30, 2024, after serving as a Trustee since 2006 and Chair of the Board since 2018. At the same time, Barbara M. Baumann, a Trustee since 2010 and Vice Chair from 2022 to 2024, was appointed Chair of the Board. Effective May 17, 2024, Gregory G. McGreevey joined the Board as an independent Trustee, having previously served as Senior Managing Director, Investments, at Invesco Ltd. until 2023.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. For more information on your Fund, visit www.franklintempleton.com. Here you can gain immediate access to market and investment information, including:

• Fund prices and performance,

• Market insights and commentaries from our portfolio managers, and

• A host of educational resources.

We look forward to helping you meet your financial goals.

Data are historical. Past performance does not guarantee future results. More recent returns may be less or more than those shown. Investment return and net asset value will fluctuate, and you may have a gain or a loss when you sell your shares. Performance assumes reinvestment of distributions and does not account for taxes. Fund returns in the bar chart are at net asset value (NAV). See below and pages 7–8 for additional performance information, including fund returns at market price. Index results should be compared with fund performance at NAV.

* The fund’s benchmark, the ICE BofA U.S. Treasury Bill Index, was introduced on 6/30/92, which post-dates the inception of the fund.

This comparison shows your fund’s performance in the context of broad market indexes for the 12 months ended 9/30/24. See above and pages 7–8 for additional fund performance information. Index descriptions can be found on page 16.

 

Mike, please describe investing conditions during the 12-month reporting period.

Over the course of the 12-months, yields fell across the entire U.S. Treasury (UST) market, led by the front-end of the curve, with the yields on the one-year UST bill falling by 52 basis points (bps) to 4.00%, while the 10-year UST yield dropped 79 bps to 3.78%. Economic data across the period showed signs that the U.S. Federal Reserve (Fed) was guiding the U.S. economy towards a “soft landing” where it could reduce inflation without having a significant downturn in either gross domestic product or employment levels. This appeared to be the case as the year-over-year change in the Consumer Price Index (CPI) decreased to 2.5% after being as high as 3.5% during the period under review. The U.S. job situation indicated that a soft landing was possible, with the unemployment rate ticking up to a manageable 4.2%.

After holding the fed funds rate at 5.25%–5.50% since July of 2023, the Fed delivered an outsized cut of 50 bps at its September 2024 meeting looking to “recalibrate” rates considering recent economic data. After pricing in as many as seven total cuts to the fed funds rate by the end of 2024, the market moved itself to pricing a

 

Allocations are shown as a percentage of the fund’s net assets as of 9/30/24. Cash and Equivalents, if any, represent the market value weights of cash, derivatives, short-term securities, and other unclassified assets in the portfolio. Allocations may not total 100% because the chart includes the notional value of certain derivatives (the economic value for purposes of calculating periodic payment obligations), including to-be-announced mortgage security trades, if any, in addition to the market value of securities. Holdings and allocations may vary over time.

total of four cuts (implying two additional cuts following the September meeting) in 2024, a level consistent with the Fed’s September 2024 Summary of Economic Projections (SEPs), as there were several surprises in economic measures showing that the Fed has more work to do, in our view.

How did the fund perform for the reporting period?

The fund returned 14.20% at net asset value, outperforming the benchmark ICE BofA U.S. Treasury Bill Index, which returned 5.53%.

Which strategies helped fund performance during the reporting period?

The fund’s positive structural duration was the largest contributor to returns, as UST yields rallied over the period on the back of a regime shift in monetary policy.

Mortgage credit strategies added value, driven by positioning in both residential (RMBS) and commercial mortgage-backed securities (CMBS). RMBS continued to benefit from U.S. housing market strength, solid borrower fundamentals, and low expectations for a U.S. recession. Additionally, demand for CMBS improved substantially in the second half of the period, and the market rallied into 2024 despite changes to expectations for the timing and number of rate cuts.

Prepayment strategies contributed to returns, as seasoned interest only (IO) and inverse IO bonds were still well “out of the money” and thus benefited from stable prepayment speeds and a strong carry profile.

Emerging market (EM) risk strategies also boosted fund performance, as the sector broadly benefited from lower UST rates across the curve and risk-on sentiment during the period.

 

Which strategies detracted from fund performance during the reporting period?

Currency risk strategies modestly detracted from fund performance. These strategies employ a hedge of safe-haven currencies that typically do well in risk-averse investing environments. We held a long position to the U.S. dollar, Japanese yen, and Swiss franc compared with other G10 currencies (the top 10 most traded currencies in the world).

What are your current views on the major sectors in which the fund invests?

Corporate fundamentals have been resilient and technicals in the market have been supportive. We expect these trends to persist with potential bouts of volatility heading into third-quarter 2024 earnings and the U.S. election. From a valuation standpoint, spreads remain rich historically, in our view, but we believe they are appropriate given the low default environment supported by wide open capital markets. The Fed pivoted to cutting rates in September which has rewarded duration, and we believe over time will be a boost to fundamentals. This has bolstered a risk-on rally that began in the middle of the summer. We remain focused on industry and company fundamentals, the health of balance sheets, generation and use of free cash flow, the resiliency of credits to slower economic growth, and are cautious on deeply distressed names.

The broad commercial real estate (CRE) market continues to face meaningful headwinds and increased risks including elevated interest rates, tighter credit conditions, more conservative cash flow projections, and concerns surrounding the office sector, in our view. However, we believe signs of optimism include payoff and refinancing rates that have surprised to the upside, and the reduced probability of a widespread regional bank funding crisis. Interest rates will continue to be the predominant factor driving CRE fundamental performance, in our view. Despite potential challenges, we believe that fundamentally strong CRE sectors are likely to receive support from a substantial amount of investor capital sitting on the sideline which could contain further price declines.

U.S. homeowner balance sheets remain well positioned, supported by locked in home price appreciation, lower household leverage, strong underwriting standards, and a healthy labor market, in our view. We believe that a lack of inventory and steady household formation should keep the housing supply and demand mismatch supportive of home prices. We expect home prices will rise modestly over the next year, but regional variances are likely to persist.

We continue to be cautiously constructive on the outlook for EM assets, although we believe that risks are rising as U.S. economic data begins to hint at the possibility of an impending decline in global growth. Looking forward, given the binary nature of the U.S. election and its potential for disruption in EM, we continue to maintain a relatively conservative positioning on EM risk.

How did you use derivatives during the period?

We used CMBX credit default swaps to hedge the fund’s CMBS credit and market risks and to gain access to specific areas of the market.

We used bond futures and interest-rate swaps to take tactical positions along the yield curve and to hedge the risk associated with the Fund’s yield curve positioning. We also employed interest-rate swaps to gain exposure to interest rates in various countries. We utilized options to hedge duration and convexity, to isolate the prepayment risk associated with our holdings of collateralized mortgage obligations, and to help manage overall portfolio downside risk. We used total return swaps as a hedging tool and to help manage the portfolio’s sector

 

exposure and inflation risk. In addition, we used currency forward contracts to hedge the portfolio’s exposure to non-U.S. currencies and to gain exposure to various currencies.

What were the fund’s distributions during the reporting period?

The fund’s distributions are fixed at a targeted rate. The targeted rate is not expected to vary with each distribution, but may change from time to time. During the last fiscal year, the fund made monthly distributions totaling $0.264 per share from October 2023 to September 2024, which were characterized as $0.172 per share of net investment income and $0.092 per share of return of capital. Of the $0.092 per share classified as return of capital, $0.062 was attributable to the fund’s targeted distribution policy.

[Please see the Distributions to shareholders note on page 75 for more information on fund distributions.]

Thank you for your time and for bringing us up to date, Mike.

The foregoing information reflects our views, which are subject to change. They are not meant as investment advice. Please note that the holdings discussed in this report may not have been held by the fund for the entire period. Portfolio composition is subject to review in accordance with the fund’s investment strategy and may vary in the future.

 

Your fund’s performance

This section shows your fund’s performance, price, and distribution information for periods ended September 30, 2024, the end of its most recent fiscal year. Performance should always be considered in light of a fund’s investment strategy. Data represent past performance. Past performance does not guarantee future results. More recent returns may be less or more than those shown. Investment return, net asset value, and market price will fluctuate, and you may have a gain or a loss when you sell your shares.

Annualized fund performance Total return for periods ended 9/30/24

 

Performance assumes reinvestment of distributions and does not account for taxes.

Performance includes the deduction of management fees and administrative expenses.

Comparative annualized index returns For periods ended 9/30/24

 

Index results should be compared to fund performance at net asset value.

^* The fund’s benchmark, the ICE BofA U.S. Treasury Bill Index, was introduced on 6/30/92, which post-dates the inception of the fund.

^† The JPMorgan Global High Yield Index was introduced on 12/31/93, which post-dates the inception of the fund. Important data provider notices and terms available at www.franklintempletondatasources.com.

 

Past performance does not indicate future results.

Fund price and distribution information For the 12-month period ended 9/30/24

 

The classification of distributions, if any, is an estimate. Final distribution information will appear on your year-end tax forms.

^* See page 86.

^** Most recent distribution, including any return of capital and excluding capital gains, annualized and divided by NAV or market price at period-end.

 

Information about the fund’s goal, investment strategies, principal risks, and fundamental investment policies

Goal

The goal of the fund is to seek with equal emphasis high current income and relative stability of net asset value by allocating its investments among the U.S. investment grade sector, high-yield sector, and international sector.

The fund’s main investment strategies and related risks

This section contains detail regarding the fund’s main investment strategies and the related risks you face as a fund shareholder. It is important to keep in mind that risk and reward generally go hand in hand; the higher the potential reward, the greater the risk.

We pursue the fund’s goal by investing mainly in assignments of and participations in fixed and floating rate bank loans, bonds and related derivatives, securitized debt instruments (such as residential mortgage-backed securities and commercial mortgage-backed securities), and other obligations of companies and governments worldwide that are either investment-grade or below-investment-grade in quality (sometimes referred to as “junk bonds”), that have intermediate- to long-term maturities (three years or longer), and that are from multiple sectors. The fund, under normal circumstances, will maintain an average portfolio rating of investment grade, as measured at the time of the making of an investment. The fund currently has significant investment exposure to residential and commercial mortgage-backed investments. We may consider, among other factors, credit, interest rate and prepayment risks, as well as general market conditions, when deciding whether to buy or sell investments. We typically use to a significant extent derivatives, such as futures, options, certain foreign currency transactions and credit default, total return and interest rate swap contracts, for hedging and non-hedging purposes and to obtain leverage.

The fund currently has significant investment exposure to CMBS, which are subject to risks associated with the commercial real estate markets and the servicing of mortgage loans secured by commercial properties. During periods of difficult economic conditions, delinquencies and losses on CMBS in particular generally increase, including as a result of the effects of those conditions on commercial real estate markets, the ability of commercial tenants to make loan payments, and the ability of a property to attract and retain commercial tenants. The fund achieves exposure to CMBS via cash securities and CMBX, an index that references a basket of CMBS.

• Foreign investments. We consider any securities issued by a foreign government or a supranational organization (such as the World Bank) or denominated in a foreign currency to be securities of a foreign issuer. In addition, we consider an issuer to be a foreign issuer if we determine that (i) the issuer is headquartered or organized outside the United States, (ii) the issuer’s securities trade in a market outside the United States, (iii) the issuer derives a majority of its revenues or profits outside the United States, or (iv) the issuer is significantly exposed to the economic fortunes and risks of regions outside the United States. Foreign investments involve certain special risks, including:

— Unfavorable changes in currency exchange rates: Foreign investments are typically issued and traded in foreign currencies. As a result, their values may be affected by changes in exchange rates between foreign currencies and the U.S. dollar.

— Political and economic developments: Foreign investments may be subject to the risks of seizure by a foreign government, direct or indirect impact of sovereign debt default, imposition of economic sanctions, tariffs, trade restrictions, currency restrictions or similar actions (or retaliatory measures taken in response to such actions), and tax increases.

— Unreliable or untimely information: There may be less information publicly available about a foreign company than about most publicly-traded U.S. companies, and foreign companies are usually not subject to accounting, auditing and financial reporting standards and practices as stringent as those in the United States. Foreign securities may trade on markets that are closed when U.S. markets are open. As a result, accurate pricing information based on foreign market prices may not always be available.

— Limited legal recourse: Legal remedies for investors may be more limited than the remedies available in the United States.

— Limited markets: Certain foreign investments may be less liquid (harder to buy and sell) and more volatile than most U.S. investments, which means we may at times be unable to sell these foreign investments at desirable prices. In addition, there may be limited or no markets for bonds of issuers that become distressed. For the same reason, we

 

may at times find it difficult to value the fund’s foreign investments.

— Trading practices: Brokerage commissions and other fees are generally higher for foreign investments than for U.S. investments. The procedures and rules governing foreign transactions and custody may also involve delays in payment, delivery or recovery of money or investments.

— Sovereign issuers: The willingness and ability of sovereign issuers to pay principal and interest on government securities depends on various economic factors, including the issuer’s balance of payments, overall debt level, and cash flow from tax or other revenues. In addition, there may be no legal recourse for investors in the event of default by a sovereign government.

The risks of foreign investments are typically increased in countries with less developed markets, which are sometimes referred to as emerging markets. Emerging markets may have less developed economies and legal and regulatory systems, and may be susceptible to greater political and economic instability than developed foreign markets. Countries with emerging markets are also more likely to experience high levels of inflation, or currency devaluation, and investments in emerging markets may be more volatile and less liquid than investments in developed markets. For these and other reasons, investments in emerging markets are often considered speculative.

Certain risks related to foreign investments may also apply to some extent to U.S.- traded investments that are denominated in foreign currencies, investments in U.S. companies that are traded in foreign markets, or investments in U.S. companies that have significant foreign operations.

• Interest rate risk. The values of bonds and other debt instruments usually rise and fall in response to changes in interest rates. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. Declining interest rates generally result in an increase in the value of existing debt instruments, and rising interest rates generally result in a decrease in the value of existing debt instruments. Changes in a debt instrument’s value usually will not affect the amount of interest income paid to the fund, but will affect the value of the fund’s shares. Interest rate risk is generally greater for investments with longer maturities.

Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, we might have to reinvest the proceeds in an investment offering a lower yield, and, therefore, the fund might not benefit from any increase in value as a result of declining interest rates.

• Credit risk. Investors normally expect to be compensated in proportion to the risk they are assuming. Thus, debt of issuers with poor credit prospects usually offers higher yields than debt of issuers with more secure credit. Higher-rated investments generally have lower credit risk.

We may invest up to 70% of the fund’s total assets in higher-yield, higher-risk debt investments that are rated below BBB or its equivalent at the time of purchase by each nationally recognized securities rating agency rating such investments, or in unrated investments that we believe are of comparable quality. We may invest up to 5% of the fund’s total assets in debt investments rated below CCC or its equivalent, at the time of purchase, by each rating agency rating such investments, or in unrated investments that we believe are of comparable quality. This includes investments in the lowest rating category of the rating agency. We will not necessarily sell an investment if its rating is reduced after buying it.

Investments rated below BBB or its equivalent are below investment-grade in quality (sometimes referred to as “junk bonds”), which can be more sensitive to changes in markets, credit conditions, and interest rate, and may be considered speculative. This rating reflects a greater possibility that the issuers may be unable to make timely payments of interest and principal and thus default. If a default occurs, or is perceived as likely to occur, the value of the investment will usually be more volatile and could decrease. The value of a debt instrument may also be affected by changes in, or perceptions of, the financial condition of the issuer, borrower, counterparty, or other entity, or underlying collateral or assets, or changes in, or perceptions of, specific or general market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. A default or expected default could also make it difficult for us to sell the investment at a price approximating the value we had previously placed on it. Lower-rated debt usually has a more limited market than higher-rated debt, which may at times make it difficult for us to buy or sell certain debt instruments or to establish their fair values. Credit risk is generally greater for zero-coupon bonds and other investments that are issued at less than their face value and that are required to make interest payments only at maturity rather than at intervals during the life of the investment.

 

Credit ratings are based largely on the issuer’s historical financial condition and the rating agencies’ investment analysis at the time of rating. The rating assigned to any particular investment does not necessarily reflect the issuer’s current financial condition, and does not reflect an assessment of the investment’s volatility or liquidity. Although we consider credit ratings in making investment decisions, we perform our own investment analysis and do not rely only on ratings assigned by the rating agencies. Our success in achieving the fund’s goal may depend more on our own credit analysis when we buy lower-rated debt than when we buy investment-grade debt.

We may have to participate in legal proceedings involving the issuer. This could increase the fund’s operating expenses and decrease its net asset value.

Although investment-grade investments generally have lower credit risk, they may share some of the risks of lower-rated investments. U.S. government investments generally have the least credit risk, but are not completely free of credit risk. While some investments, such as U.S. Treasury obligations and Ginnie Mae certificates, are backed by the full faith and credit of the U.S. government, others are backed only by the credit of the issuer. Mortgage-backed securities may be subject to the risk that underlying borrowers will be unable to meet their obligations.

Bond investments may be more susceptible to downgrades or defaults during economic downturns or other periods of economic stress, which can significantly strain the financial resources of debt issuers, including the issuers of the bonds in which the fund invests (or has exposure to). This may make it less likely that those issuers can meet their financial obligations when due and may adversely impact the value of their bonds, which could negatively impact the performance of the fund. It is difficult to predict the level of financial stress and duration of such stress issuers may experience.

• Prepayment risk. Traditional debt investments typically pay a fixed rate of interest until maturity, when the entire principal amount is due. In contrast, payments on securitized debt instruments, including mortgage-backed and asset-backed investments, typically include both interest and partial payment of principal. Principal may also be prepaid voluntarily or as a result of refinancing or foreclosure. We may have to invest the proceeds from prepaid investments in other investments with less attractive terms and yields. Compared to debt that cannot be prepaid, mortgage-backed investments are less likely to increase in value during periods of declining interest rates and have a higher risk of decline in value during periods of rising interest rates. These investments may increase the volatility of the fund. Some mortgage-backed investments receive only the interest portion or the principal portion of payments on the underlying mortgages. The yields and values of these investments are extremely sensitive to changes in interest rates and in the rate of principal payments on the underlying mortgages. The market for these investments may be volatile and limited, which may make them difficult to buy or sell. Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property and receivables from credit card agreements. Asset-backed securities are subject to risks similar to those of mortgage-backed securities.

• Derivatives. We typically engage to a significant extent in a variety of transactions involving derivatives, such as credit default swaps, interest rate swaps, total return swaps, to-be-announced (TBA) commitments, futures, options and swaptions, including on mortgage-backed securities and indices, certain foreign currency transactions, credit default, total return and interest rate swap contracts, including to obtain or adjust exposure to commercial and residential mortgage-backed instruments. Derivatives are financial instruments whose value depends upon, or is derived from, the value of something else, such as one or more underlying investments, pools of investments, indexes or currencies. We may make use of “short” derivative positions, the values of which typically move in the opposite direction from the price of the underlying investment, pool of investments, index or currency. We may use derivatives both for hedging and non-hedging purposes and to obtain leverage. For example, we may use derivatives to increase or decrease the fund’s exposure to long- or short-term interest rates (in the United States or abroad), increase or decrease the fund’s exposure to inflation, adjust the term of the fund’s U.S. Treasury security exposure, adjust the fund’s positioning on the yield curve (a line that plots interest rates of bonds having equal credit quality but differing maturity dates) or to take tactical positions along the yield curve or to a particular currency or group of currencies, or as a substitute

 

for a direct investment in the securities of one or more issuers. The fund may also use derivatives to isolate prepayment risk associated with the fund’s holdings of collateralized mortgage obligations. However, we may also choose not to use derivatives based on our evaluation of market conditions or the availability of suitable derivatives. Investments in derivatives may be applied toward meeting a requirement to invest in a particular kind of investment if the derivatives have economic characteristics similar to that investment.

Derivatives involve special risks and may result in losses. The successful use of derivatives depends on our ability to manage these sophisticated instruments. Some derivatives are “leveraged,” which means they provide the fund with investment exposure greater than the value of the fund’s investment in the derivatives. As a result, these derivatives may magnify or otherwise increase investment losses to the fund. The risk of loss from certain short derivative positions is theoretically unlimited. The value of derivatives may move in unexpected ways due to unanticipated market movements, the use of leverage, imperfect correlation between the derivative instrument and the reference asset, or other factors, especially in unusual market conditions, and volatility in the value of derivatives could adversely impact the fund’s returns, obligations and exposures.

Other risks arise from the potential inability to terminate or sell derivative positions. Derivatives may be subject to liquidity risk due to the fund’s obligation to make payments of margin, collateral, or settlement payments to counterparties. A liquid secondary market may not always exist for the fund’s derivative positions. In fact, certain over-the-counter instruments (investments not traded on an exchange) may not be liquid. Over-the-counter instruments also involve the risk that the other party to the derivative transaction may not be willing or able to meet its obligations with respect to the derivative transaction. The risk of a party failing to meet its obligations may increase if the fund has significant exposure to that counterparty. Derivative transactions may also be subject to operational risk, including due to documentation and settlement issues, system failures, inadequate controls and human error, and legal risk due to insufficient documentation, insufficient capacity or authority of a counterparty, or issues with respect to the legality or enforceability of the derivative contract.

• Floating rate loans. Floating rate loans are debt obligations with interest rates that adjust or “float” periodically (normally on a monthly or quarterly basis) based on a generally recognized base rate, such as the London Inter-Bank Offered Rate or the prime rate offered by one or more major U.S. banks. While most floating rate loans are below-investment-grade in quality, many also are senior in rank in the event of bankruptcy to most other securities of the borrower, such as common stock or public bonds. Floating rate loans are also normally secured by specific collateral or assets of the borrower so that the holders of the loans will have a priority claim on those assets in the event of default or bankruptcy of the issuer.

Floating rate loans generally are less sensitive to interest rate changes than obligations with fixed interest rates but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate instruments will not generally increase in value if interest rates decline. Changes in interest rates will also affect the amount of interest income the fund earns on its floating rate investments. Most floating rate loans allow for prepayment of principal without penalty. If a borrower prepays a loan, we might have to reinvest the proceeds in an investment that may have lower yields than the yield on the prepaid loan or might not be able to take advantage of potential gains from increases in the credit quality of the issuer.

The value of collateral, if any, securing a floating rate loan can decline, and may be insufficient to meet the borrower’s obligations or difficult to liquidate. In addition, the fund’s access to collateral may be limited by bankruptcy or other insolvency proceedings. Floating rate loans may not be fully collateralized and may decline in value. Loans may not be considered “securities,” and it is possible that the fund may not be entitled to rely on anti-fraud and other protections under the federal securities laws when it purchases loans.

Although the market for the types of floating rate loans in which the fund invests has become increasingly liquid over time, this market is still developing, and there can be no assurance that adverse developments with respect to this market or particular borrowers will not prevent the fund from selling these loans at their market values when we consider such a sale desirable. In addition, the settlement period (the period between the execution of the trade and the delivery of cash to the purchaser) for floating rate loan transactions may be significantly longer than the settlement period for other investments, and in some cases longer than seven days. Requirements to obtain consent of borrower and/or agent can delay or impede the fund’s ability to sell the floating rate loans and can adversely affect the price that can be obtained. It is possible that sale proceeds from floating rate loan transactions will not be available to meet redemption obligations.

 

• Liquidity and illiquid investments. We may invest the fund’s assets in illiquid investments, which may be considered speculative and which may be difficult to sell. The sale of many of these investments is prohibited or limited by law or contract. Some investments may be difficult to value for purposes of determining the fund’s net asset value. Certain other investments may not have an active trading market due to adverse market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including investors trying to sell large quantities of a particular investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities. We may not be able to sell the fund’s illiquid investments when we consider it desirable to do so, or we may be able to sell them only at less than their value.

• Focused investment risk. Focusing investments in sectors and industries with high positive correlations to one another creates additional risk. The fund currently has significant investment exposure to private issuers of residential and commercial mortgage-backed securities and mortgage-backed securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, which makes the fund’s net asset value more susceptible to economic, market, political and other developments affecting the residential and commercial real estate markets and the servicing of mortgage loans secured by real estate properties. Factors affecting the residential and commercial real estate markets include the supply and demand of real property in particular markets, changes in the availability, terms and costs of mortgages, changes in tenants’ ability to make loan payments, changes in zoning laws and eminent domain practices, the impact of environmental laws, delays in completion of construction, changes in real estate values, changes in property taxes, levels of occupancy, adequacy of rent to cover operating expenses, changes in government regulations, and local and regional market conditions. Some of these factors may vary greatly by geographic location. The value of these investments also may be affected by changes in interest rates and social and economic trends.

Mortgage-backed securities are subject to the risk of fluctuations in income from underlying real estate assets, prepayments, extensions, and defaults by borrowers.

Because the fund currently has significant investment exposure to commercial mortgage-backed securities, the fund may be particularly susceptible  to adverse developments affecting those securities. Commercial mortgage-backed securities include securities that reflect an interest in, or are secured by, mortgage loans on commercial real property, such as industrial and warehouse properties, office buildings, retail space and shopping malls, cooperative apartments, hotels and motels, nursing homes, hospitals and senior living centers. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. During periods of difficult economic conditions (including periods of significant disruptions to business operations, supply chains, and customer activity and lower consumer demand for goods and services), delinquencies and losses on commercial real estate generally increase, including as a result of the effects of those conditions on commercial real estate markets, the ability of commercial tenants to make loan payments, and the ability of a property to attract and retain commercial tenants. The risk of defaults on residential mortgage-backed securities is generally higher in the case of mortgage-backed investments that include non-qualified mortgages. Litigation with respect to the representations and warranties given in connection with the issuance of mortgage-backed securities can be an important consideration in investing in such securities, and the outcome of any such litigation could significantly impact the value of the fund’s mortgage-backed investments.

• Market risk. The value of investments in the fund’s portfolio may fall or fail to rise over extended periods of time for a variety of reasons, including general economic, political or financial market conditions; investor sentiment and market perceptions (including perceptions about monetary policy, interest rates, inflation or the risk of default); government actions (including protectionist measures, intervention in the financial markets or other regulation, and changes in fiscal, monetary or tax policies); geopolitical events or changes (including natural disasters, terrorism and war); outbreaks of infectious illnesses or other widespread public health issues (including epidemics and pandemics); and factors related to a specific issuer, geography, industry or sector. Foreign financial markets have their own market risks, and they may be more or less volatile than U.S. markets and may move in different directions. During a general downturn in financial markets, multiple asset classes may decline in value simultaneously. These and other factors may lead to increased volatility and reduced liquidity in the fund’s portfolio holdings. These risks may be exacerbated during economic downturns or other periods of economic stress.

 

The COVID-19 pandemic and efforts to contain its spread have resulted in, among other effects, significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, significant changes in fiscal and monetary policies, and economic downturns and recessions. The effects of the COVID-19 pandemic have negatively affected, and may continue to negatively affect, the global economy, the economies of the United States and other individual countries, the financial performance of individual issuers, sectors, industries, asset classes, and markets, and the value, volatility, and liquidity of particular securities and other assets. The effects of the COVID-19 pandemic also are likely to exacerbate other risks that apply to the fund, which could negatively impact the fund’s performance and lead to losses on your investment in the fund. The duration of the COVID-19 pandemic and its effects cannot be determined with certainty.

• ESG considerations. Although ESG considerations do not represent a primary focus of the fund, we expect to integrate environmental, social, or governance (“ESG”) considerations into our fundamental research process and investment decision-making for the fund, where we consider them material and relevant, and where data is available. We believe that ESG considerations, like other, more traditional subjects of investment analysis such as credit, interest rate, prepayment and liquidity risks, as well as general market conditions, have the potential to impact financial risk and investment returns. We believe that ESG considerations are best analyzed in combination with traditional fundamental considerations, including a company’s industry, geography, and strategic position or the fundamentals of a securitized product and its underlying assets. With respect to securitized products, we may evaluate ESG considerations related to the originator, servicers and other relevant parties. We also consider ESG factors when evaluating sovereign debt, including both current ESG metrics and goals and progress by the sovereign issuer with respect to ESG considerations. When considering ESG factors for all asset classes, we use company or issuer disclosures, public data sources, and independent third-party data (where available) as inputs into our analytical processes. With respect to certain fund holdings, such as holdings of securitized investments, data on material ESG considerations may be limited. Because fixed income investments generally represent a promise to pay principal and interest by an issuer, and not an ownership interest, and may involve complex structures, ESG-related investment considerations may have a more limited impact on risk and return (or may have an impact over a different investment time horizon) relative to other asset classes, and this may be particularly true for shorter-term investments. The consideration of ESG factors as part of the fund’s investment process does not mean that the fund pursues a specific “ESG” or “sustainable” investment strategy, and we may make investment decisions for the fund other than on the basis of relevant ESG considerations.

• Management and operational risk. The fund is actively managed and its performance will reflect, in part, our ability to make investment decisions that seek to achieve the fund’s investment objective. There is no guarantee that the investment techniques, analyses, or judgments that we apply in making investment decisions for the fund will produce the intended outcome or that the investments we select for the fund will perform as well as other securities that were not selected for the fund. As a result, the fund may underperform its benchmark or other funds with a similar investment goal and may realize losses. In addition, we, or the fund’s other service providers, may experience disruptions or operating errors that could negatively impact the fund. Although service providers may have operational risk management policies and procedures and take appropriate precautions to avoid and mitigate risks that could lead to disruptions and operating errors, it may not be possible to identify all of the operational risks that may affect the fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects.

• Other investments. In addition to the main investment strategies described above, the fund may make other types of investments, such as investments in asset-backed, hybrid and structured bonds and notes, preferred securities that would be characterized as debt securities under applicable accounting standards and tax laws, and assignments of and participations in fixed and floating rate loans. The fund may also invest in cash or cash equivalents, including money market instruments or short-term instruments such as commercial paper, bank obligations (e.g., certificates of deposit and bankers’ acceptances), repurchase agreements, and U.S. Treasury bills or other government obligations. The fund may also from time to time invest all or a portion of its cash balances in money market and/or short-term bond funds advised by Franklin Advisers, Inc. (“FAV”) or its affiliates. The percentage of the fund invested in cash and cash equivalents and such money market and short-term bond funds is expected to vary over time and will depend on various factors, including market conditions, and our assessment of the cash level that is appropriate to allow the fund to pursue

 

investment opportunities as they arise. Large cash positions may dampen performance and may prevent the fund from achieving its goal. The fund may also loan portfolio securities to earn income.

• Temporary defensive strategies. In response to adverse market, economic, political or other conditions, we may take temporary defensive positions, such as investing some or all of the fund’s assets in cash and cash equivalents, that differ from the fund’s usual investment strategies. However, we may choose not to use these temporary defensive strategies for a variety of reasons, even in very volatile market conditions. If we do employ these strategies, the fund may miss out on investment opportunities, and may not achieve its goal. Additionally, while temporary defensive strategies are mainly designed to limit losses, they may not work as intended.

• Changes in policies. The Trustees may change the fund’s goal, investment strategies and other policies without shareholder approval, except in circumstances in which shareholder approval is specifically required by law (such as changes to fundamental investment policies) or where a shareholder approval requirement was specifically disclosed in the fund’s prospectus, statement of additional information or shareholder report and is otherwise still in effect.

The fund’s fundamental investment policies

The fund has adopted the following investment restrictions which may not be changed without the affirmative vote of a “majority of the outstanding voting securities” of the fund (which is defined in the Investment Company Act of 1940, as amended, (the “1940 Act”) to mean the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the fund, or (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares of the fund are represented at the meeting in person or by proxy). The fund may not:

1. Borrow money or issue senior securities (as defined in the 1940 Act), except as permitted by (i) the 1940 Act, (ii) the rules or regulations promulgated by the Securities and Exchange Commission under the 1940 Act or (iii) any applicable exemption from the provisions of the 1940 Act.

2. Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under the federal securities laws.

3. Purchase or sell real estate, although it may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate, and securities which represent interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein.

4. Purchase or sell commodities or commodity contracts, except that the fund may purchase and sell financial futures contracts and options and may enter into foreign exchange contracts and other financial transactions not involving physical commodities.

5. Make loans, except by purchase of debt obligations in which the fund may invest consistent with its investment policies (including without limitation debt obligations issued by other Putnam funds), by entering into repurchase agreements, or by lending its portfolio securities.

6. With respect to 75% of its total assets, invest in the securities of any issuer if, immediately after such investment, more than 5% of the total assets of the fund (taken at current value) would be invested in the securities of such issuer; provided that this limitation does not apply to obligations issued or guaranteed as to interest or principal by the U.S. government or its agencies or instrumentalities.

7. With respect to 75% of its total assets, acquire more than 10% of the outstanding voting securities of any issuer.

8. Invest more than 25% of the value of its total assets in any one industry. (Securities of the U.S. Government, its agencies or instrumentalities, or of any foreign government, its agencies or instrumentalities, securities of supranational entities, and securities backed by the credit of a governmental entity are not considered to represent industries).

9. Invest in the securities of registered open-end investment companies, except as they may be acquired as part of a reorganization or consolidation or acquisition of assets or by purchases in the open market involving only customary brokers’ commissions.

 

Comparative index definitions

Bloomberg Government/Credit Bond Index is an unmanaged index of U.S. Treasuries, agency securities, and investment-grade corporate bonds.

Bloomberg U.S. Aggregate Bond Index is an unmanaged index of U.S. investment-grade fixed income securities.

FTSE^® Non-U.S. World Government Bond Index is an unmanaged index generally considered to be representative of the world bond market, excluding the United States.

ICE BofA U.S. Treasury Bill Index is an unmanaged index that tracks the performance of U.S. dollar-denominated U.S. Treasury bills publicly issued in the U.S. domestic market. Qualifying securities must have a remaining term of at least one month to final maturity and a minimum amount outstanding of $1 billion.

JPMorgan Global High Yield Index is an unmanaged index of global high-yield fixed income securities.

S&P 500^® Index is an unmanaged index of common stock performance.

Indexes assume reinvestment of all distributions and do not account for fees. Securities and performance of a fund and an index will differ. You cannot invest directly in an index.

Important data provider notices and terms available at www.franklintempletondatasources.com.

 

Other information for shareholders

Important notice regarding share repurchase program

In September 2024, the Trustees of your fund approved the renewal of a share repurchase program that had been in effect since 2005. This renewal allows your fund to repurchase, in the 365 days beginning October 1, 2024, up to 10% of the fund’s common shares outstanding as of September 30, 2024.

Important notice regarding delivery of shareholder documents

In accordance with Securities and Exchange Commission (SEC) regulations, Putnam sends a single notice of internet availability, or a single printed copy, of annual and semiannual shareholder reports, prospectuses, and proxy statements to Putnam shareholders who share the same address, unless a shareholder requests otherwise. If you prefer to receive your own copy of these documents, please call Putnam at 1-800-225-1581, and Putnam will begin sending individual copies within 30 days.

Changes to the fund’s bylaws

On November 17, 2023, the Board of Trustees of the fund determined it was in the best interests of shareholders to amend and restate the Bylaws of the fund (the “Amended and Restated Bylaws”), effective as of November 17, 2023, to rescind Article 15 and its accompanying control share acquisition provisions (the “CSA Provisions”).

Pursuant to the rescinded CSA Provisions, a shareholder who obtained beneficial ownership of fund shares in a “control share acquisition” could have exercised voting rights with respect to those shares only to the extent authorized by other shareholders of the fund. A control share acquisition was an acquisition by any person of beneficial ownership of shares (subject to certain exclusions) entitling the person to vote shares in the election of Trustees within any one of four specified ranges of voting power, beginning at 10%. Once a person made a control share acquisition, that person would only have voting rights with respect to those shares to the extent authorized by a vote of shareholders. The CSA Provisions did not eliminate voting rights for shares acquired in control share acquisitions, but rather the provisions entrusted the fund’s other “non-interested” shareholders with determining whether to approve the authorization of voting rights for such shares.

Prior to rescinding the CSA Provisions, on February 23, 2023, the fund’s Board of Trustees had voted to exempt from the CSA Provisions, including on a going forward basis, all prior and, until further notice, new purchases of shares of the fund that might otherwise be deemed control share acquisitions under the CSA Provisions.

Investors should refer to the Amended and Restated Bylaws for more information, which may be obtained at no charge by calling 1-800-225-1581.

Proxy voting

The Investment Manager is committed to managing our funds in the best interests of our shareholders. The Putnam Investments’ proxy voting guidelines and procedures, as well as information regarding how your fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2024, are available at franklintempleton.com/regulatory-fund-documents and on the SEC’s website, www.sec.gov. If you have questions about finding forms on the SEC’s website, you may call the SEC at 1-800-SEC-0330. You may also obtain The Putnam Investments’ proxy voting guidelines and procedures at no charge by calling Putnam’s Shareholder Services at 1-800-225-1581.

Fund portfolio holdings

The fund will file a complete schedule of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT within 60 days of the end of such fiscal quarter. Shareholders may obtain the fund’s Form N-PORT on the SEC’s website at www.sec.gov.

 

Important notice regarding Putnam’s privacy policy

In order to conduct business with our shareholders, we must obtain certain personal information such as account holders’ names, addresses, Social Security numbers, and dates of birth. Using this information, we are able to maintain accurate records of accounts and transactions.

It is our policy to protect the confidentiality of our shareholder information, whether or not a shareholder currently owns shares of our funds. In particular, it is our policy not to sell information about you or your accounts to outside marketing firms. We have safeguards in place designed to prevent unauthorized access to our computer systems and procedures to protect personal information from unauthorized use.

Under certain circumstances, we must share account information with outside vendors who provide services to us, such as mailings and proxy solicitations. In these cases, the service providers enter into confidentiality agreements with us, and we provide only the information necessary to process transactions and perform other services related to your account. Finally, it is our policy to share account information with your financial representative, if you’ve listed one on your Putnam account.

 

Summary of Putnam closed-end funds’ amended and restated dividend reinvestment plans

Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust and Putnam Premier Income Trust (each, a “Fund” and collectively, the “Funds”) each offer a dividend reinvestment plan (each, a “Plan” and collectively, the “Plans”). If you participate in a Plan, all income dividends and capital gain distributions are automatically reinvested in Fund shares by the Fund’s agent, Putnam Investor Services, Inc. (the “Agent”). If you are not participating in a Plan, every month you will receive all dividends and other distributions in cash, paid by check and mailed directly to you or your intermediary.

Upon a purchase (or, where applicable, upon registration of transfer on the shareholder records of a Fund) of shares of a Fund by a registered shareholder, each such shareholder will be deemed to have elected to participate in that Fund’s Plan. Each such shareholder will have all distributions by a Fund automatically reinvested in additional shares, unless such shareholder elects to terminate participation in a Plan by instructing the Agent to pay future distributions in cash. Shareholders who were not participants in a Plan as of January 31, 2010, will continue to receive distributions in cash but may enroll in a Plan at any time by contacting the Agent.

If you participate in a Fund’s Plan, the Agent will automatically reinvest subsequent distributions, and the Agent will send you a confirmation in the mail telling you how many additional shares were issued to your account.

To change your enrollment status or to request additional information about the Plans, you may contact the Agent either in writing, at P.O. Box 8383, Boston, MA 02266-8383, or by telephone at 1-800-225-1581 during normal East Coast business hours.

How you acquire additional shares through a Plan If the market price per share for your Fund’s shares (plus estimated brokerage commissions) is greater than or equal to their net asset value per share on the payment date for a distribution, you will be issued shares of the Fund at a value equal to the higher of the net asset value per share on that date or 95% of the market price per share on that date.

If the market price per share for your Fund’s shares (plus estimated brokerage commissions) is less than their net asset value per share on the payment date for a distribution, the Agent will buy Fund shares for participating accounts in the open market. The Agent will aggregate open-market purchases on behalf of all participants, and the average price (including brokerage commissions) of all shares purchased by the Agent will be the price per share allocable to each participant. The Agent will generally complete these open-market purchases within five business days following the payment date. If, before the Agent has completed open-market purchases, the market price per share (plus estimated brokerage commissions) rises to exceed the net asset value per share on the payment date, then the purchase price may exceed the net asset value per share, potentially resulting in the acquisition of fewer shares than if the distribution had been paid in newly issued shares.

How to withdraw from a Plan Participants may withdraw from a Fund’s Plan at any time by notifying the Agent, either in writing or by telephone. Such withdrawal will be effective immediately if notice is received by the Agent with sufficient time prior to any distribution record date; otherwise, such withdrawal will be effective with respect to any subsequent distribution following notice of withdrawal. There is no penalty for withdrawing from or not participating in a Plan.

Plan administration The Agent will credit all shares acquired for a participant under a Plan to the account in which the participant’s common shares are held. Each participant will be sent reasonably promptly a confirmation by the Agent of each acquisition made for his or her account.

 

About brokerage fees Each participant pays a proportionate share of any brokerage commissions incurred if the Agent purchases additional shares on the open market, in accordance with the Plans. There are no brokerage charges applied to shares issued directly by the Funds under the Plans.

About taxes and Plan amendments Reinvesting dividend and capital gain distributions in shares of the Funds does not relieve you of tax obligations, which are the same as if you had received cash distributions. The Agent supplies tax information to you and to the IRS annually. Each Fund reserves the right to amend or terminate its Plan upon 30 days’ written notice. However, the Agent may assign its rights, and delegate its duties, to a successor agent with the prior consent of a Fund and without prior notice to Plan participants.

If your shares are held in a broker or nominee name If your shares are held in the name of a broker or nominee offering a dividend reinvestment service, consult your broker or nominee to ensure that an appropriate election is made on your behalf. If the broker or nominee holding your shares does not provide a reinvestment service, you may need to register your shares in your own name in order to participate in a Plan.

In the case of record shareholders such as banks, brokers or nominees that hold shares for others who are the beneficial owners of such shares, the Agent will administer the Plan on the basis of the number of shares certified by the record shareholder as representing the total amount registered in such shareholder’s name and held for the account of beneficial owners who are to participate in the Plan.

 

Trustee approval of management and sub-advisory contracts

At its meeting on September 27, 2024, the Board of Trustees of your fund, including all of the Trustees who are not “interested persons” (as this term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Putnam mutual funds, closed-end funds and exchange-traded funds (collectively, the “funds”) (the “Independent Trustees”), approved a new Sub-Advisory Agreement (the “New FTIML Sub-Advisory Agreement”) between Franklin Advisers, Inc. (“Franklin Advisers”) and its affiliate, Franklin Templeton Investment Management Limited (“FTIML”). Franklin Advisers and FTIML are each direct or indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Templeton”). (Because FTIML is an affiliate of Franklin Advisers and Franklin Advisers remains fully responsible for all services provided by FTIML, the Trustees did not attempt to evaluate FTIML as a separate entity.)

The Board of Trustees, with the assistance of its Contract Committee (which consists solely of Independent Trustees) and its independent legal counsel (as that term is defined in Rule 0 – 1(a)(6) (i) under the 1940 Act), requested and evaluated all information it deemed reasonably necessary under the circumstances in connection with its review of the New FTIML Sub-Advisory Agreement. At its September 2024 meeting, the Contract Committee met with representatives of Franklin Templeton, and separately in executive session, to consider the information provided. At the September Trustees’ meetings, the Contract Committee also met in executive session with the other Independent Trustees to discuss its observations and recommendations. Throughout this process, the Contract Committee was assisted by the members of the Board of Trustees’ independent staff and by independent legal counsel for the Independent Trustees.

Considerations in connection with the Trustees’ approval of the New FTIML Sub-Advisory Agreement

The Trustees considered the proposed New FTIML Sub-Advisory Agreement in connection with the planned November 1, 2024 merger (the “Merger”) of Putnam Investments Limited (“PIL”), an affiliate of Franklin Advisers and a sub-adviser to your fund prior to the Merger, with and into FTIML.

In connection with the Merger, PIL investment professionals would become employees of FTIML, and, upon consummation of the Merger, PIL would cease to exist as a separate legal entity.

The Trustees noted that Franklin Templeton viewed the Merger as a further step in the integration of the legacy Putnam and Franklin Templeton organizations, offering potential operational efficiencies and enhanced investment resources for the funds. The Trustees also considered, among other factors, that:

• The Merger and the New FTIML Sub-Advisory Agreement would not result in any reduction or material change in the nature or the level of the sub-advisory services provided to the funds;

• The PIL portfolio managers who are responsible for the day-to-day management of the applicable funds would be the same immediately prior to, and immediately after, the Merger, and these investment personnel would have access to the same research and other resources to support their respective investment advisory functions and operate under the same conditions both immediately before and after the Merger;

• Despite a change in the sub-advisory fee structure for certain funds, the New FTIML Sub-Advisory Agreement would not result in an increase in the advisory fee rates payable by each fund, as Franklin Advisers would be responsible for overseeing the investment advisory services provided to the applicable funds by FTIML under the New FTIML Sub-Advisory Agreement and would compensate FTIML for such services out of the fees it receives under each fund’s Management Contract with Franklin Advisers; and

• The terms of the New FTIML Sub-Advisory Agreement were substantially similar to those under the New PIL Sub-Management Contract (defined below)¹ between Franklin Advisers and PIL.

The Trustees also considered that, prior to the Merger, counsel to Franklin Advisers and FTIML had provided a legal opinion that the Merger and the appointment of FTIML as sub-adviser to the funds would not result in an “assignment” under the 1940 Act of the New PIL Sub-Management Contract and that the New FTIML Sub-Advisory Agreement did not require shareholder approval.

¹ The New PIL Sub-Management Contract was operative until the effective date of the Merger, November 1, 2024, and was replaced by the New FTIML Sub-Advisory Agreement effective as of that date.

 

The Trustees also took into account that they had most recently approved the fund’s New PIL Sub-Management Contract in June 2024. Because, other than the parties to the contract, the revised sub-advisory fee structure for certain funds, and certain other non-substantive changes to contractual terms, the New FTIML Sub-Advisory Agreement was substantially similar to the New PIL Sub-Management Contract, the Trustees relied to a considerable extent on their previous approval of the New PIL Sub-Management Contract, which is described below.

Board of Trustees’ Conclusions

After considering the factors described above and those described below under the heading “Considerations and conclusions in connection with the Trustees’ June 2024 approvals,” as well as other factors, the Board of Trustees, including all of the Independent Trustees, concluded that the fees payable under the New FTIML Sub-Advisory Agreement represented reasonable compensation in light of the nature and quality of the services that would be provided to the funds, and determined to approve the New FTIML Sub-Advisory Agreement for your fund. These conclusions were based on a comprehensive consideration of all information provided to the Trustees and were not the result of any single factor.

Considerations and conclusions in connection with the Trustees’ June 2024 approvals

At its meeting on June 28, 2024, the Board of Trustees of your fund, including all of the Independent Trustees, approved a New Management Contract (defined below) between your fund and Franklin Advisers, a New PIL Sub-Management Contract (defined below) for your fund between Franklin Advisers and its affiliate, PIL, and a new subadvisory agreement (the “New Putnam Management Subadvisory Agreement”) for your fund between Franklin Advisers and Putnam Investment Management, LLC (“Putnam Management”) (collectively, the “New Advisory Contracts”). Franklin Advisers, Putnam Management, and PIL are each direct or indirect, wholly-owned subsidiaries of Franklin Templeton.

The Trustees considered the proposed New Advisory Contracts in connection with an internal reorganization (the “Reorganization”) whereby the fixed income and Investment Solutions investment operations of Putnam Management, your fund’s investment adviser prior to the Reorganization, were combined with those of Franklin Advisers. As part of the Reorganization, Franklin Advisers assumed the role of investment adviser for your fund and the other Putnam fixed income and Investment Solutions mutual funds, exchange-traded funds and closed-end funds (collectively, the “FI/IS Funds”), which was accomplished through a transfer by Putnam Management of all of its rights and obligations under the previous management contracts between Putnam Management and the FI/IS Funds (the “Previous Management Contracts”) and the previous sub-management contract between Putnam Management and its affiliate, PIL, with respect to the FI/IS Funds (the “Previous Sub-Management Contract,” and, together with the Previous Management Contracts, the “Previous Contracts”) to Franklin Advisers (the “Contract Transfers”) by means of assignment and assumption agreements (the Previous Management Contracts and the Previous Sub-Management Contract, as modified by the terms of the related assignment and assumption agreements, are hereinafter referred to as the “New Management Contracts” and the “New PIL Sub-Management Contract,” respectively). (Because PIL is an affiliate of Franklin Advisers and Franklin Advisers remains fully responsible for all services provided by PIL, the Trustees did not attempt to evaluate PIL as a separate entity.)

In addition to the New Management Contracts and New PIL Sub-Management Contract, the Board of Trustees of your fund considered and approved the New Putnam Management Subadvisory Agreement pursuant to which Franklin Advisers retained Putnam Management as sub-adviser for each FI/IS Fund so that, following the Reorganization, Putnam Management’s equity team, which was not part of the Reorganization, could continue to provide certain services that it had historically provided to the FI/IS Funds, including, as applicable, the management of the equity portion of a FI/IS Fund’s portfolio, including equity trade execution services, the provision of derivatives and other investment trading facilities for a transitional period, and the provision of proxy voting services for a transitional period (the “Services”).

In connection with the review process, the Independent Trustees’ independent legal counsel (as that term is defined in Rule 0 – 1(a)(6) (i) under the 1940 Act) met with representatives of Putnam Management and Franklin Templeton to discuss the contract review materials that would be furnished to the Contract Committee.

 

The Board of Trustees, with the assistance of its Contract Committee (which consists solely of Independent Trustees) and its independent legal counsel, requested and evaluated all information it deemed reasonably necessary under the circumstances in connection with its review of the New Management Contracts. Over the course of several months ending in June 2024, the Contract Committee met on a number of occasions with representatives of Putnam Management and Franklin Templeton, and separately in executive session, to consider the information provided. Throughout this process, the Contract Committee was assisted by the members of the Board of Trustees’ independent staff and by independent legal counsel for the Independent Trustees.

At the Board of Trustees’ June 2024 meeting, the Contract Committee met in executive session to discuss and consider its recommendations with respect to the approval of the New Advisory Contracts. At that meeting, the Contract Committee also met in executive session with the other Independent Trustees to discuss its observations and recommendations.

The Trustees noted that Franklin Templeton viewed the Reorganization as a further step in the integration of the legacy Putnam Management and Franklin Advisers fixed income and Investment Solutions organizations, offering potential operational efficiencies and enhanced investment resources for the FI/IS Funds. The Trustees also considered, among other factors, that:

• The Contract Transfers would not result in a change in the senior management at Franklin Templeton, so that the same management will be in place before and after the Contract Transfers, which contemplate no reduction in the nature and level of the advisory and administrative services provided to the FI/IS Funds;

• The portfolio managers who are responsible for the day-to-day management of the FI/IS Funds would be the same immediately prior to, and immediately after, the Contract Transfers, and these investment personnel would have access to the same research and other resources to support their respective investment management functions both before and immediately after the Contract Transfers; and

• The Contract Transfers would not result in an increase in the advisory fee rates payable by each FI/IS Fund and that, other than an acknowledgment by Franklin Advisers and Putnam Management that for purposes of the New Management Contracts, each applicable FI/IS Fund will continue to be “an open-end fund sponsored by Putnam Management,” for purposes of calculating the advisory fee rates, and updating the parties to the agreements, the terms of the New Management Contracts and New PIL Sub-Management Contract were substantially identical to those under the Previous Contracts (including with respect to the term of the New Management Contracts and New PIL Sub-Management Contract, which run through June 30, 2025, unless the contracts are sooner terminated or continued pursuant to their terms).

With respect to the New Putnam Management Subadvisory Agreement, the Trustees considered that, under the agreement, Putnam Management would provide any necessary Services to the applicable FI/IS Fund under generally the same terms and conditions related to the FI/IS Fund as such Services were previously provided by Putnam Management under the FI/IS Fund’s Previous Management Contract. The Trustees also considered that Franklin Advisers would be responsible for overseeing the Services provided to the FI/IS Funds by Putnam Management under the New Putnam Management Subadvisory Agreement and would compensate Putnam Management for such services out of the fees it receives under the New Management Contracts. The Trustees further noted Franklin Advisers’ and Putnam Management’s representations that Putnam Management’s appointment as sub-adviser to the FI/IS Funds would not result in any material change in the nature or level of investment advisory services provided to the FI/IS Funds.

The Trustees also considered that, prior to the Reorganization, counsel to Franklin Advisers and Putnam Management had provided a legal opinion that the Contract Transfers would not result in an “assignment” under the 1940 Act of the Previous Contracts or a material amendment of those contracts, and, therefore, the New Management Contracts and New PIL Sub-Management Contract did not require shareholder approval. In addition, the Trustees considered that counsel to Franklin Advisers and Putnam Management had provided a legal opinion that shareholder approval of the New Putnam Management Subadvisory Agreement was not required under the 1940 Act.

 

General conclusions

In addition to the above considerations, the Independent Trustees’ approvals were based on the following conclusions:

• That the fee schedule in effect for your fund represented reasonable compensation in light of the nature and quality of the services being provided to the fund and the fees paid by competitive funds; and

• That the fee schedule in effect for your fund represented an appropriate sharing between fund shareholders and Franklin Advisers of any economies of scale as may exist in the management of the fund at current asset levels.

These conclusions were based on a comprehensive consideration of all information provided to the Trustees and were not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations and how the Trustees considered these factors are described below, although individual Trustees may have evaluated the information presented differently, giving different weights to various factors. The considerations and conclusions discussed herein were also informed by the fact that there would be continuity in the management of the FI/IS Funds, including your fund, immediately following the Reorganization (i.e., the same portfolio managers that managed the fund prior to the Reorganization would be in place immediately following the Reorganization). The Trustees also considered that the FI/IS Funds had no operating history with Franklin Templeton or its affiliates prior to 2024.

Management fee schedules and total expenses

Under its Previous Management Contract and under its New Management Contract, your fund has the benefit of breakpoints in its management fee schedule that provide shareholders with reduced fee rates as the fund’s assets under management increase. The Trustees considered that breakpoints in a fund’s management fee schedule were one way in which economies of scale in managing a fund can be shared with the fund’s shareholders. The Trustees noted, however, that since closed-end funds typically do not change materially in size through the sale or redemption of shares, these are not likely to have a meaningful impact. The Trustees reviewed the total expenses of each Putnam fund, recognizing that in most cases management fees represented the major, but not the sole, determinant of total costs to fund shareholders.

The Trustees reviewed comparative fee and expense information for a custom group of competitive funds selected by Broadridge Financial Solutions, Inc. (“Broadridge”). This comparative information included your fund’s percentile ranking for effective management fees and total expenses, which provides a general indication of your fund’s relative standing. In the custom peer group, your fund ranked in the third quintile in effective management fees (determined for your fund and the other funds in the custom peer group based on fund asset size and the applicable contractual management fee schedule) and in the third quintile in total expenses as of December 31, 2023. The first quintile represents the least expensive funds and the fifth quintile the most expensive funds. The fee and expense data reported by Broadridge as of December 31, 2023 reflected the most recent fiscal year-end data available in Broadridge’s database at that time.

In connection with their review of fund management fees and total expenses, the Trustees also reviewed the costs of the services provided and the profits realized by Putnam Management and its affiliates from their contractual relationships with the funds. This information included year-over-year data with respect to revenues, expenses and profitability of Putnam Management and its affiliates relating to the investment management and investor services provided to the funds, as applicable. In this regard, the Trustees also reviewed an analysis of the revenues, expenses and profitability of Putnam Management and its affiliates, allocated on a fund-by-fund basis, with respect to (as applicable) the funds’ management and investor servicing contracts. For each fund, the analysis presented information about revenues, expenses and profitability in 2023 for each of the applicable agreements separately and for the agreements taken together on a combined basis. The Trustees also reviewed the revenues, expenses and profitability of Franklin Templeton’s global investment management business and its U.S. registered investment company business, which includes the financial results of Franklin Advisers. Because the FI/IS Funds had no operating history with Franklin Templeton or its affiliates, the Trustees did not review fund-by-fund profitability information for Franklin Templeton. The Trustees concluded that,

 

at current asset levels, the fee schedules in place for each of the funds, including the fee schedule for your fund, represented reasonable compensation for the services to be provided by Franklin Advisers (which are substantially identical to those historically provided by Putnam Management) and represented an appropriate sharing between fund shareholders and Franklin Advisers of any economies of scale as may exist in the management of the funds at that time.

The information examined by the Trustees in connection with their review of the New Advisory Contracts included information regarding services provided and fees charged by Putnam Management and its affiliates to other clients, including collective investment trusts offered in the defined contribution retirement plan market, sub-advised mutual funds, private funds sponsored by affiliates of Putnam Management, model-only separately managed accounts and Putnam Management’s manager-traded separately managed account programs. This information included, in cases where a product’s investment strategy corresponds with a FI/IS Fund’s strategy, comparisons of those fees with fees charged to the funds, as well as an assessment of the differences in the services provided to these clients as compared to the services provided to the funds. The Trustees also considered information regarding services provided and fees charged by Franklin Advisers and its other Franklin Templeton affiliates to other clients, including U.S. registered mutual funds, funds organized outside of the United States (i.e., offshore funds), separate accounts (including separately managed accounts), collective investment trusts and sub-advised funds, which included, where applicable, the specific fees charged to strategies that are comparable to those of the FI/IS Funds. The Trustees observed that the differences in fee rates between these clients and the funds are by no means uniform when examined by individual asset sectors, suggesting that differences in the pricing of investment management services to these types of clients may reflect, among other things, historical competitive forces operating in separate marketplaces. The Trustees considered the fact that in many cases fee rates across different asset classes are higher on average for 1940 Act-registered funds than for other clients, and the Trustees also considered the differences between the services that Putnam Management historically provided and that Franklin Advisers will provide to the FI/IS Funds as investment adviser and those that they provide to their other clients. The Trustees did not rely on these comparisons to any significant extent in concluding that the management fees paid by your fund are reasonable.

Investment performance

The quality of the investment process provided by Putnam Management represented a major factor in the Trustees’ evaluation of the quality of services provided by Putnam Management under your fund’s Previous Management Contract and was also a significant factor in considering approval of your fund’s New Management Contract, since the portfolio managers of your fund that were employed by Putnam Management prior to the Reorganization would continue to serve as portfolio managers of your fund immediately following the Reorganization as employees of Franklin Advisers. The Trustees were assisted in their review of Putnam Management’s investment process and performance by the work of the investment oversight committees of the Trustees and the full Board of Trustees, which met on a regular basis with individual portfolio managers and with senior management of Putnam Management’s Investment Division throughout the year. The Trustees concluded that Putnam Management generally provided a high-quality investment process — based on the experience and skills of the individuals assigned to the management of fund portfolios, the resources made available to them and in general Putnam Management’s ability to attract and retain high-quality personnel — but also recognized that this does not guarantee favorable investment results for every fund in every time period. In addition to Putnam Management’s investment process and performance, the Trustees considered aggregate performance information for Franklin Advisers’ fixed income and Investment Solutions investment strategies, and also met with senior investment leadership at Franklin Advisers, including the respective heads of the fixed income and Investment Solutions teams and the Head of Public Market Investments.

The Trustees considered that, in the aggregate, peer-relative and benchmark-relative Putnam fund performance was generally strong in 2023 against a backdrop of largely solid fixed income markets and strong but volatile equity markets, which were characterized by a concentration of performance among large-cap growth stocks. The Trustees also noted that corporate earnings and employment figures continued to generally show strength, underpinning market rallies in

 

2023, while inflation concerns, Federal Reserve actions to reduce inflation and geopolitical tensions continued to be a focus of investors. For the one-year period ended December 31, 2023, the Trustees considered that the Putnam funds, on an asset-weighted basis, ranked in the 32nd percentile of their peers as determined by LSEG Lipper (“Lipper”) and, on an asset-weighted-basis, outperformed their benchmarks by 2.8% gross of fees over the one-year period. The Committee also noted that the funds’ aggregate performance over longer-term periods continued to be strong, with the funds, on an asset-weighted basis, ranking in the 31st, 21st, and 22nd percentiles of their Lipper peers over the three-year, five-year and ten-year periods ended December 31, 2023, respectively. The Trustees further noted that the funds, in the aggregate, outperformed their benchmarks on a gross basis for each of the three-year, five-year and ten-year periods. The Trustees also considered the Morningstar, Inc. ratings assigned to the funds, noting that 45 funds were rated four or five stars at the end of 2023, which represented an increase of 5 funds year-over-year. The Trustees also considered that 18 funds were five-star rated at the end of 2023, which was a year-over-year increase of 11 funds, and that 90% of the funds’ aggregate assets were in four- or five-star rated funds at year end.

In addition to the performance of the individual Putnam funds, the Trustees considered, as they had in prior years, the performance of The Putnam Fund complex versus competitor fund complexes, as reported in the Barron’s/Lipper Fund Families survey (the “Survey”). The Trustees noted that the Survey ranks mutual fund companies based on their performance across a variety of asset types, and that The Putnam Fund complex had performed exceptionally well in 2023. In this regard, the Trustees considered that The Putnam Fund complex had ranked 1st out of 49 fund companies, 1st out of 47 fund companies and 5th out of 46 fund companies for the one-year, five-year and ten-year periods, respectively. The Trustees also noted that 2023 had marked the seventh year in a row that The Putnam Fund complex had ranked in the top ten fund companies. They also noted, however, the disappointing investment performance of some Putnam funds for periods ended December 31, 2023 and considered information provided by Putnam Management regarding the factors contributing to the underperformance and, where relevant, actions being taken to improve the performance of these particular funds. The Trustees indicated their intention to continue to monitor the performance of those funds.

For purposes of the Trustees’ evaluation of the Putnam funds’ investment performance, the Trustees generally focus on a competitive industry ranking of each fund’s total net return over a one-year, three-year and five-year period. In the case of your fund, the Trustees considered that its common share cumulative total return performance at net asset value was in the following quartiles of its Lipper peer group (Lipper General Bond Funds (closed-end)) for the one-year, three-year and five-year periods ended December 31, 2023 (the first quartile representing the best-performing funds and the fourth quartile the worst-performing funds):

 

Over the one-year, three-year and five-year periods ended December 31, 2023, there were 65, 54, and 42 funds, respectively, in your fund’s Lipper peer group. (When considering performance information, shareholders should be mindful that past performance is not a guarantee of future results.)

The Trustees expressed concern about your fund’s fourth quartile performance over the one-year, three-year and five-year periods ended December 31, 2023 and considered the circumstances that may have contributed to this disappointing performance. The Trustees considered Putnam Management’s observation that the fund’s underperformance over those periods was driven by disappointing performance in 2023, 2021 and, to a lesser extent, in 2020. The Trustees observed that significant underperformance in the securitized products sector in 2021 had contributed to the fund’s disappointing results, noting that prepayment strategies had suffered as a result of significantly elevated refinancing (given strong home price appreciation and low interest rates) relative to expectations. The Trustees considered that the fund’s underperformance was also driven by significant underperformance in the securitized products sector in 2020, which resulted from the outsized impact of the COVID-19 pandemic on the commercial mortgage sector. The Trustees noted Putnam Management’s observation that the fund’s performance in 2023 was negatively impacted by general concerns

 

regarding distress in commercial real estate. In addition, the Trustees considered the negative impact that the fund’s term structure strategies had on performance in 2021.

The Trustees considered the positive impact of corporate and emerging market strategies on the fund’s performance. The Trustees also considered the steps being taken to improve the volatility of the fund’s returns and to provide a more consistently competitive risk-adjusted return. In addition, the Trustees considered the retirement of one of the fund’s portfolio managers in 2023. The Trustees noted that Putnam Management remained confident in the fund’s portfolio managers.

As a general matter, the Trustees believe that cooperative efforts between the Trustees and a fund’s investment adviser represent the most effective way to address investment performance concerns that may arise from time to time. The Trustees noted that investors in the Putnam funds have, in effect, placed their trust in the Putnam organization, under the oversight of the funds’ Trustees, to make appropriate decisions regarding the management of the funds. The Trustees also considered that Putnam Management has made changes in light of subpar investment performance when warranted. The Trustees concluded that it continued to be advisable to seek change within the fund’s investment adviser to address performance shortcomings. In the Trustees’ view, the alternative of engaging a new investment adviser for an underperforming fund, with all the attendant risks and disruptions, would not likely provide any greater assurance of improved investment performance.

Brokerage and soft-dollar allocations and other benefits

The Trustees considered various potential benefits that Franklin Advisers and Putnam Management may receive in connection with the services provided under the New Advisory Contracts to your fund. These include benefits related to brokerage allocation and the use of soft dollars, whereby a portion of the commissions paid by a fund for brokerage may be used to acquire research services that are expected to be useful to Franklin Advisers and Putnam Management in managing the assets of the fund and of other clients. Subject to policies established by the Trustees, soft dollars generated by these means are used predominantly to acquire brokerage and research services (including third-party research and market data) that would enhance Franklin Advisers’ and Putnam Management’s investment capabilities and supplement their internal research efforts. The Trustees intend to continue to monitor regulatory and industry developments in this area with the assistance of their Brokerage Committee. In addition, with the assistance of their Brokerage Committee, the Trustees intend to continue to monitor the allocation of the funds’ brokerage in order to ensure that the principle of seeking best price and execution remains paramount in the portfolio trading process. Your fund is not expected to generate a significant amount of soft-dollar credits.

The Trustees also considered other potential benefits that Franklin Advisers and Putnam Management may receive in connection with the services provided under the New Advisory Contracts to your fund. These potential benefits included, among others, Franklin Advisers’ and Putnam Management’s registered fund businesses aiding in the growth of their non-registered fund businesses and the use of an affiliated transfer agent’s services (in the case of your fund, PSERV, which is affiliated with Franklin Advisers and Putnam Management), where the fees for those services are paid by the fund.

 

Audited financial statements

These sections of the report, as well as the accompanying Notes, preceded by the Report of Independent Registered Public Accounting Firm, constitute the fund’s audited financial statements.

The fund’s portfolio lists all the fund’s investments and their values as of the last day of the reporting period. Holdings are organized by asset type and industry sector, country, or state to show areas of concentration and diversification.

Statement of assets and liabilities shows how the fund’s net assets and share price are determined. All investment and non-investment assets are added together. Any unpaid expenses and other liabilities are subtracted from this total. The result is divided by the number of shares to determine the net asset value per share, which is calculated separately for each class of shares. (For funds with preferred shares, the amount subtracted from total assets includes the liquidation preference of preferred shares.)

Statement of operations shows the fund’s net investment gain or loss. This is done by first adding up all the fund’s earnings — from dividends and interest income — and subtracting its operating expenses to determine net investment income (or loss). Then, any net gain or loss the fund realized on the sales of its holdings — as well as any unrealized gains or losses over the period — is added to or subtracted from the net investment result to determine the fund’s net gain or loss for the fiscal period.

Statement of changes in net assets shows how the fund’s net assets were affected by the fund’s net investment gain or loss, by distributions to shareholders, and by changes in the number of the fund’s shares. It lists distributions and their sources (net investment income or realized capital gains) over the current reporting period and the most recent fiscal year-end. The distributions listed here may not match the sources listed in the Statement of operations because the distributions are determined on a tax basis and may be paid in a different period from the one in which they were earned.

Financial highlights provide an overview of the fund’s investment results, per-share distributions, expense ratios, net investment income ratios, and portfolio turnover (not required for money market funds) in one summary table, reflecting the five most recent reporting periods. In a semiannual report, the highlights table also includes the current reporting period.

 

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
Putnam Master Intermediate Income Trust:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the fund’s portfolio, of Putnam Master Intermediate Income Trust (the “Fund”) as of September 30, 2024, the related statement of operations for the year ended September 30, 2024, the statement of changes in net assets for each of the two years in the period ended September 30, 2024, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2024 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2024, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended September 30, 2024 and the financial highlights for each of the five years in the period ended September 30, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2024 by correspondence with the custodian, transfer agent, agent banks and brokers; when replies were not received from brokers or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
November 18, 2024

We have served as the auditor of one or more investment companies in the Putnam Funds family of funds since at least 1957. We have not been able to determine the specific year we began serving as auditor.

 

The fund’s portfolio 9/30/24

MORTGAGE-BACKED SECURITIES (35.3%)*		Principal amount	Value
Agency collateralized mortgage obligations (12.4%)
Federal Home Loan Mortgage Corporation
REMICs Ser. 4077, Class IK, IO, 5.00%, 7/15/42		$387,795	$72,793
REMICs Ser. 5093, Class YI, IO, 4.50%, 12/25/50		1,661,191	350,188
REMICs Ser. 5024, Class HI, IO, 4.50%, 10/25/50		4,038,680	916,968
REMICs Ser. 4984, Class IL, IO, 4.50%, 6/25/50		2,219,695	473,383
REMICs Ser. 4000, Class PI, IO, 4.50%, 1/15/42		130,185	17,529
REMICs Ser. 5134, Class IC, IO, 4.00%, 8/25/51		3,242,104	660,821
REMICs Ser. 23-5349, Class IB, IO, 4.00%, 12/15/46		1,908,101	377,876
REMICs Ser. 4105, Class HI, IO, 3.50%, 7/15/41		173,172	11,010
Strips Ser. 304, Class C37, IO, 3.50%, 12/15/27		55,369	1,528
REMICs IFB Ser. 5011, Class SA, IO, ((-1 x US 30 Day Average SOFR) + 6.14%), 0.855%, 9/25/50		3,440,119	511,054
REMICs IFB Ser. 5002, Class SJ, IO, ((-1 x US 30 Day Average SOFR) + 5.99%), 0.705%, 7/25/50		3,080,948	417,213
REMICs IFB Ser. 4945, Class SL, IO, ((-1 x US 30 Day Average SOFR) + 5.94%), 0.655%, 1/25/50		2,172,445	282,275
REMICs IFB Ser. 4839, Class WS, IO, ((-1 x US 30 Day Average SOFR) + 5.99%), 0.643%, 8/15/56		2,122,163	336,861
Federal National Mortgage Association
REMICs Ser. 16-3, Class NI, IO, 6.00%, 2/25/46		777,643	116,947
Interest Strip Ser. 374, Class 6, IO, 5.50%, 8/25/36		29,904	4,983
REMICs Ser. 15-30, IO, 5.50%, 5/25/45		985,001	145,243
Interest Strip Ser. 378, Class 19, IO, 5.00%, 6/25/35		81,555	12,028
REMICs Ser. 20-76, Class BI, IO, 4.50%, 11/25/50		3,147,784	706,868
REMICs Ser. 12-127, Class BI, IO, 4.50%, 11/25/42		115,451	26,237
REMICs IFB Ser. 10-35, Class SG, IO, ((-1 x US 30 Day Average SOFR) + 6.29%), 1.005%, 4/25/40		239,510	30,393
REMICs IFB Ser. 18-20, Class SB, IO, ((-1 x US 30 Day Average SOFR) + 6.14%), 0.855%, 3/25/48		1,300,062	135,065
REMICs IFB Ser. 18-38, Class SA, IO, ((-1 x US 30 Day Average SOFR) + 6.09%), 0.805%, 6/25/48		2,262,633	313,764
REMICs IFB Ser. 17-32, Class SA, IO, ((-1 x US 30 Day Average SOFR) + 6.04%), 0.755%, 5/25/47		2,804,809	318,330
REMICs IFB Ser. 19-43, Class JS, IO, ((-1 x US 30 Day Average SOFR) + 5.94%), 0.655%, 8/25/49		1,214,084	143,038
REMICs FRB Ser. 19-61, Class S, IO, ((-1 x US 30 Day Average SOFR) + 5.89%), 0.605%, 11/25/49		2,561,543	357,608
REMICs IFB Ser. 11-101, Class SA, IO, ((-1 x US 30 Day Average SOFR) + 5.79%), 0.505%, 10/25/41		562,870	63,216
Government National Mortgage Association
Ser. 24-4, Class IG, IO, 5.00%, 12/20/52		1,591,713	309,619
Ser. 16-42, IO, 5.00%, 2/20/46		747,400	151,589
Ser. 18-127, Class IC, IO, 5.00%, 10/20/44		1,335,318	264,724
Ser. 14-76, IO, 5.00%, 5/20/44		310,968	63,147
Ser. 12-146, IO, 5.00%, 12/20/42		203,428	41,461
Ser. 17-26, Class MI, IO, 5.00%, 11/20/39		976,723	187,403
Ser. 15-79, Class GI, IO, 5.00%, 10/20/39		166,104	35,936
Ser. 18-94, Class AI, IO, 4.50%, 7/20/48		886,695	196,610

MORTGAGE-BACKED SECURITIES (35.3%)* cont.		Principal amount	Value
Agency collateralized mortgage obligations cont.
Government National Mortgage Association
Ser. 21-122, Class GI, IO, 4.50%, 11/20/47		$3,153,118	$718,898
Ser. 13-34, Class IH, IO, 4.50%, 3/20/43		415,565	78,298
Ser. 17-42, Class IC, IO, 4.50%, 8/20/41		369,698	73,802
Ser. 21-214, Class AI, IO, 4.00%, 12/20/51		2,763,178	535,658
Ser. 20-13, Class AI, IO, 4.00%, 3/20/46		4,182,322	579,904
Ser. 15-53, Class MI, IO, 4.00%, 4/16/45		722,198	135,011
Ser. 15-64, Class YI, IO, 4.00%, 11/20/44		539,322	79,860
Ser. 17-93, Class TI, IO, 4.00%, 3/20/44		158,384	2,979
Ser. 21-156, IO, 3.50%, 7/20/51		3,794,139	629,464
Ser. 20-167, Class PI, IO, 3.50%, 11/20/50		2,284,760	419,216
Ser. 12-140, Class IC, IO, 3.50%, 11/20/42		789,470	122,197
Ser. 12-128, Class IA, IO, 3.50%, 10/20/42		777,351	128,297
Ser. 12-113, Class ID, IO, 3.50%, 9/20/42		373,528	59,659
Ser. 15-52, Class KI, IO, 3.50%, 11/20/40		329,512	20,171
Ser. 21-59, Class IP, IO, 3.00%, 4/20/51		3,144,418	500,523
Ser. 20-175, Class NI, IO, 3.00%, 11/20/50		2,510,450	410,416
Ser. 16-H18, Class QI, IO, 2.454%, 6/20/66 W		1,105,153	68,589
Ser. 17-H19, Class MI, IO, 2.102%, 4/20/67 W		938,879	42,396
Ser. 16-H03, Class DI, IO, 2.023%, 12/20/65 W		1,596,279	58,127
Ser. 15-H20, Class CI, IO, 2.021%, 8/20/65 W		2,086,417	110,557
Ser. 17-H16, Class JI, IO, 1.936%, 8/20/67 W		4,778,649	220,458
Ser. 15-H25, Class EI, IO, 1.88%, 10/20/65 W		1,191,270	39,404
Ser. 15-H20, Class AI, IO, 1.84%, 8/20/65 W		1,813,484	49,392
Ser. 17-H11, Class DI, IO, 1.782%, 5/20/67 W		1,755,792	90,262
Ser. 15-H23, Class BI, IO, 1.767%, 9/20/65 W		1,780,755	42,402
Ser. 16-H24, Class CI, IO, 1.682%, 10/20/66 W		1,206,912	27,338
Ser. 17-H12, Class QI, IO, 1.642%, 5/20/67 W		1,581,174	59,376
Ser. 13-H08, Class CI, IO, 1.598%, 2/20/63 W		655,107	22,522
Ser. 14-H21, Class BI, IO, 1.572%, 10/20/64 W		2,239,533	59,072
Ser. 17-H16, Class IG, IO, 1.481%, 7/20/67 W		3,941,374	104,742
Ser. 17-H06, Class BI, IO, 1.424%, 2/20/67 W		1,960,288	67,802
Ser. 16-H06, Class DI, IO, 1.401%, 7/20/65		2,036,728	63,039
Ser. 17-H08, Class NI, IO, 1.391%, 3/20/67 W		2,522,056	88,620
Ser. 16-H23, Class NI, IO, 1.364%, 10/20/66 W		4,537,935	207,846
Ser. 15-H10, Class BI, IO, 1.336%, 4/20/65 W		1,235,337	52,693
Ser. 16-H09, Class BI, IO, 1.281%, 4/20/66 W		2,259,671	100,596
Ser. 18-H02, Class EI, IO, 1.277%, 1/20/68 W		3,211,446	167,544
Ser. 18-H05, Class BI, IO, 1.231%, 2/20/68 W		2,207,898	108,512
IFB Ser. 21-98, Class SK, IO, ((-1 x CME Term SOFR 1 Month) + 6.19%), 1.225%, 6/20/51		4,711,646	745,782
IFB Ser. 21-77, Class SM, IO, ((-1 x CME Term SOFR 1 Month) + 6.19%), 1.225%, 5/20/51		2,810,192	415,069
IFB Ser. 21-59, Class SM, IO, ((-1 x CME Term SOFR 1 Month) + 6.19%), 1.225%, 4/20/51		5,717,426	865,854
IFB Ser. 21-59, Class SQ, IO, ((-1 x CME Term SOFR 1 Month) + 6.19%), 1.225%, 4/20/51		1,890,813	268,822
IFB Ser. 20-133, Class CS, IO, ((-1 x CME Term SOFR 1 Month) + 6.19%), 1.225%, 9/20/50		2,659,877	414,228

MORTGAGE-BACKED SECURITIES (35.3%)* cont.		Principal amount	Value
Agency collateralized mortgage obligations cont.
Government National Mortgage Association
Ser. 17-H09, IO, 1.222%, 4/20/67 W		$2,639,680	$83,018
Ser. 18-H15, Class KI, IO, 1.192%, 8/20/68 W		1,786,802	74,317
IFB Ser. 23-35, Class SH, IO, ((-1 x US 30 Day Average SOFR) + 6.45%), 1.105%, 2/20/53		6,241,709	431,522
IFB Ser. 14-60, Class SD, IO, ((-1 x CME Term SOFR 1 Month) + 6.07%), 1.105%, 4/20/44		1,498,499	189,965
IFB Ser. 20-97, Class QS, IO, ((-1 x CME Term SOFR 1 Month) + 6.04%), 1.075%, 7/20/50		1,736,287	249,099
IFB Ser. 19-5, Class SB, IO, ((-1 x CME Term SOFR 1 Month) + 6.04%), 1.075%, 1/20/49		1,296,906	173,537
Ser. 17-H02, Class BI, IO, 1.045%, 1/20/67 W		1,188,364	45,538
IFB Ser. 20-63, Class SP, IO, ((-1 x CME Term SOFR 1 Month) + 5.99%), 1.025%, 5/20/50		1,920,035	263,747
IFB Ser. 20-63, Class PS, IO, ((-1 x CME Term SOFR 1 Month) + 5.99%), 1.025%, 4/20/50		2,472,531	363,844
IFB Ser. 19-96, Class SY, IO, ((-1 x CME Term SOFR 1 Month) + 5.99%), 1.025%, 8/20/49		1,870,006	251,565
IFB Ser. 19-83, Class SY, IO, ((-1 x CME Term SOFR 1 Month) + 5.99%), 1.025%, 7/20/49		1,700,386	222,771
IFB Ser. 19-89, Class PS, IO, ((-1 x CME Term SOFR 1 Month) + 5.99%), 1.025%, 7/20/49		2,132,809	248,407
FRB Ser. 21-116, Class ES, IO, ((-1 x CME Term SOFR 1 Month) + 6.09%), 0.989%, 11/20/47		2,872,702	370,708
IFB Ser. 19-152, Class ES, IO, ((-1 x CME Term SOFR 1 Month) + 5.94%), 0.975%, 12/20/49		1,149,823	151,739
IFB Ser. 19-110, Class SQ, IO, ((-1 x CME Term SOFR 1 Month) + 5.94%), 0.975%, 9/20/49		1,826,367	236,944
IFB Ser. 20-63, Class AS, IO, ((-1 x CME Term SOFR 1 Month) + 5.89%), 0.925%, 8/20/43		1,982,341	249,128
Ser. 16-H22, Class AI, IO, 0.895%, 10/20/66 W		1,737,120	73,402
IFB Ser. 14-119, Class SA, IO, ((-1 x CME Term SOFR 1 Month) + 5.49%), 0.525%, 8/20/44		683,424	64,720
Ser. 16-H10, Class AI, IO, 0.498%, 4/20/66 W		4,160,563	100,939
Ser. 16-H03, Class AI, IO, 0.479%, 1/20/66 W		1,560,120	60,037
			21,014,052
Commercial mortgage-backed securities (10.7%)
BANK
FRB Ser. 20-BN30, Class XA, IO, 1.387%, 12/15/53 W		3,028,689	177,693
FRB Ser. 24-BNK48, Class XA, IO, 1.353%, 9/15/34 W		4,532,000	406,570
BBCMS Mortgage Trust
FRB Ser. 24-5C29, Class XA, IO, 1.60%, 9/15/57 W		7,487,000	508,364
FRB Ser. 24-C26, Class XA, IO, 1.242%, 5/15/57 W		2,637,648	205,658
FRB Ser. 22-C14, Class XA, IO, 0.824%, 2/15/55 W		4,862,351	182,026
BDS, Ltd. 144A FRB Ser. 21-FL9, Class A, (CME Term SOFR 1 Month + 1.18%), 6.199%, 11/16/38 (Cayman Islands)		192,150	191,610
Benchmark Mortgage Trust FRB Ser. 24-V10, Class XA, IO, 1.306%, 10/15/29 W		6,544,000	363,132
BMO Mortgage Trust FRB Ser. 24-5C6, Class XA, IO, 1.353%, 9/15/57 W		5,710,000	322,855

MORTGAGE-BACKED SECURITIES (35.3%)* cont.		Principal amount	Value
Commercial mortgage-backed securities cont.
CD Commercial Mortgage Trust Ser. 17-CD4, Class B, 3.947%, 5/10/50 W		$439,000	$404,938
CFCRE Commercial Mortgage Trust Ser. 16-C7, Class A3, 3.839%, 12/10/54		405,000	396,297
CFCRE Commercial Mortgage Trust 144A FRB Ser. 11-C2, Class E, 5.08%, 12/15/47 W		193,000	167,505
COMM Mortgage Trust
FRB Ser. 14-CR16, Class C, 4.867%, 4/10/47 W		441,000	411,456
Ser. 13-CR12, Class AM, 4.30%, 10/10/46		159,335	145,754
Ser. 14-UBS5, Class AM, 4.193%, 9/10/47 W		407,890	400,252
Ser. 15-DC1, Class B, 4.035%, 2/10/48 W		447,000	421,814
Ser. 14-UBS3, Class AM, 4.012%, 6/10/47		376,000	354,716
FRB Ser. 15-LC19, Class B, 3.829%, 2/10/48 W		218,000	211,373
COMM Mortgage Trust 144A
FRB Ser. 14-CR17, Class D, 5.005%, 5/10/47 W		290,000	231,498
FRB Ser. 13-CR7, Class D, 4.384%, 3/10/46 W		121,890	112,081
Ser. 12-LC4, Class E, 4.25%, 12/10/44		392,000	44,679
CSAIL Commercial Mortgage Trust
Ser. 15-C1, Class AS, 3.791%, 4/15/50 W		379,000	374,167
Ser. 16-C5, Class A5, 3.757%, 11/15/48		215,000	212,148
Federal Home Loan Mortgage Corporation Multifamily Structured Credit Risk FRB Ser. 21-MN1, Class M2, 9.03%, 1/25/51		235,000	239,352
Federal Home Loan Mortgage Corporation 144A Multifamily Structured Credit Risk FRB Ser. 21-MN3, Class M2, 9.28%, 11/25/51		797,000	810,441
Government National Mortgage Association FRB Ser. 24-32, IO, 0.706%, 6/16/63 W		6,809,229	341,625
GS Mortgage Securities Corp., II 144A FRB Ser. 13-GC10, Class D, 4.688%, 2/10/46 W		456,000	415,061
GS Mortgage Securities Trust FRB Ser. 19-GC42, Class XA, IO, 0.933%, 9/10/52 W		6,137,847	193,254
GS Mortgage Securities Trust 144A
FRB Ser. 14-GC24, Class D, 4.594%, 9/10/47 W		282,000	128,484
FRB Ser. 13-GC13, Class AS, 3.997%, 7/10/46 W		332,438	318,270
JPMBB Commercial Mortgage Securities Trust
Ser. 15-C31, Class A3, 3.801%, 8/15/48		209,432	206,619
Ser. 16-C1, Class A5, 3.576%, 3/17/49		132,000	129,850
JPMBB Commercial Mortgage Securities Trust 144A
FRB Ser. 14-C18, Class D, 4.687%, 2/15/47 W		232,000	190,153
FRB Ser. 14-C23, Class D, 4.214%, 9/15/47 W		252,000	218,678
FRB Ser. C14, Class D, 4.173%, 8/15/46 W		257,000	189,011
Ser. 13-C14, Class F, 3.598%, 8/15/46 W		1,500,000	124,468
JPMDB Commercial Mortgage Securities Trust FRB Ser. 18-C8, Class C, 4.916%, 6/15/51 W		190,000	167,005
JPMorgan Chase Commercial Mortgage Securities Trust FRB Ser. 13-LC11, Class D, 4.518%, 4/15/46 W		194,000	82,555
JPMorgan Chase Commercial Mortgage Securities Trust 144A
FRB Ser. 12-C6, Class E, 5.129%, 5/15/45 W		163,000	148,126
FRB Ser. 13-LC11, Class E, 3.25%, 4/15/46 (In default) † W		647,000	101,957
LB-UBS Commercial Mortgage Trust 144A FRB Ser. 06-C6, Class XCL, IO, 0.435%, 9/15/39 W		462,989	1,715

MORTGAGE-BACKED SECURITIES (35.3%)* cont.		Principal amount	Value
Commercial mortgage-backed securities cont.
LSTAR Commercial Mortgage Trust 144A Ser. 17-5, Class A5, 3.549%, 3/10/50		$400,000	$387,019
Morgan Stanley Bank of America Merrill Lynch Trust
FRB Ser. 15-C25, Class C, 4.668%, 10/15/48 W		253,000	234,568
FRB Ser. 15-C22, Class C, 4.337%, 4/15/48 W		575,000	506,581
Ser. 14-C19, Class C, 4.00%, 12/15/47		211,000	201,353
Morgan Stanley Bank of America Merrill Lynch Trust 144A
FRB Ser. 13-C12, Class D, 4.964%, 10/15/46 W		189,000	166,782
FRB Ser. 13-C10, Class D, 4.115%, 7/15/46 W		350,000	238,947
FRB Ser. 13-C10, Class F, 4.115%, 7/15/46 W		975,000	65,540
FRB Ser. 13-C9, Class D, 3.936%, 5/15/46 W		196,000	168,074
Morgan Stanley Capital I Trust
Ser. 06-HQ10, Class B, 5.448%, 11/12/41 W		167,879	143,318
FRB Ser. 18-H3, Class C, 5.011%, 7/15/51 W		284,000	262,982
Morgan Stanley Capital I Trust 144A FRB Ser. 12-C4, Class D, 5.336%, 3/15/45 W		134,554	125,709
Multifamily Connecticut Avenue Securities Trust 144A
FRB Ser. 20-01, Class M10, 9.145%, 3/25/50		678,054	687,836
FRB Ser. 19-01, Class M10, 8.645%, 10/25/49		549,011	553,034
Ready Capital Mortgage Financing, LLC 144A FRB Ser. 22-FL9, Class A, 7.322%, 6/25/37		185,563	186,372
SG Commercial Mortgage Securities Trust Ser. 16-C5, Class A4, 3.055%, 10/10/48		458,000	441,249
Shelter Growth CRE Issuer, Ltd. 144A FRB Ser. 22-FL4, Class A, 7.261%, 6/17/37 (Bermuda)		276,739	277,691
TIAA Real Estate CDO, Ltd. 144A Ser. 03-1A, Class E, 8.00%, 12/28/38 (In default) †		558,952	43
UBS Commercial Mortgage Trust FRB Ser. 17-C3, Class C, 4.529%, 8/15/50 W		247,000	221,713
Wells Fargo Commercial Mortgage Trust
FRB Ser. 16-NXS5, Class D, 5.141%, 1/15/59 W		216,000	172,343
FRB Ser. 15-SG1, Class B, 4.593%, 9/15/48 W		273,000	253,646
Ser. 15-NXS4, Class A4, 3.718%, 12/15/48		178,000	175,959
Ser. 15-C31, Class A4, 3.695%, 11/15/48		399,000	394,006
Ser. 15-NXS3, Class A4, 3.617%, 9/15/57		437,000	431,247
Ser. 20-C56, Class A2, 2.498%, 6/15/53		328,593	313,771
FRB Ser. 19-C52, Class XA, IO, 1.705%, 8/15/52 W		3,266,630	190,553
Wells Fargo Commercial Mortgage Trust 144A
FRB Ser. 15-C30, Class D, 4.638%, 9/15/58 W		121,000	108,065
FRB Ser. 13-LC12, Class D, 4.082%, 7/15/46 W		188,000	68,624
Ser. 14-LC16, Class D, 3.938%, 8/15/50		269,612	33,943
WF-RBS Commercial Mortgage Trust
Ser. 14-C21, Class C, 4.234%, 8/15/47 W		177,000	164,499
Ser. 14-C24, Class AS, 3.931%, 11/15/47		318,000	310,018
WF-RBS Commercial Mortgage Trust 144A FRB Ser. 13-C15, Class D, 4.327%, 8/15/46 W		624,000	261,718
			18,000,413

MORTGAGE-BACKED SECURITIES (35.3%)* cont.		Principal amount	Value
Residential mortgage-backed securities (non-agency) (12.2%)
A&D Mortgage Trust 144A Ser. 24-NQM1, Class A1, 6.195%, 2/25/69		$736,529	$746,444
American Home Mortgage Investment Trust FRB Ser. 07-1, Class GA1C, (CME Term SOFR 1 Month + 0.30%), 5.159%, 5/25/47		352,184	201,554
Bear Stearns Alt-A Trust FRB Ser. 05-10, Class 11A1, (CME Term SOFR 1 Month + 0.61%), 5.469%, 1/25/36		39,944	37,781
Chevy Chase Funding, LLC Mortgage-Backed Certificates 144A FRB Ser. 06-4A, Class A2, (CME Term SOFR 1 Month + 0.29%), 5.149%, 11/25/47		153,987	134,476
Citigroup Mortgage Loan Trust, Inc. FRB Ser. 07-AMC3, Class A2D, (CME Term SOFR 1 Month + 0.46%), 5.319%, 3/25/37		661,960	560,744
COLT Mortgage Loan Trust 144A Ser. 20-2, Class A3, 3.698%, 3/25/65 W		1,000,000	967,707
Countrywide Alternative Loan Trust
FRB Ser. 05-38, Class A1, (Federal Reserve US 12 Month Cumulative Avg 1 yr CMT + 1.50%), 6.623%, 9/25/35		180,369	160,075
FRB Ser. 06-OA10, Class 1A1, (Federal Reserve US 12 Month Cumulative Avg 1 yr CMT + 0.96%), 6.083%, 8/25/46		69,342	61,686
FRB Ser. 06-OA7, Class 1A2, (Federal Reserve US 12 Month Cumulative Avg 1 yr CMT + 0.94%), 6.063%, 6/25/46		172,913	164,761
FRB Ser. 05-59, Class 1A1, (CME Term SOFR 1 Month + 0.77%), 5.735%, 11/20/35		240,954	228,239
FRB Ser. 05-38, Class A3, (CME Term SOFR 1 Month + 0.81%), 5.669%, 9/25/35		221,947	199,139
FRB Ser. 06-OA10, Class 3A1, (CME Term SOFR 1 Month + 0.49%), 5.349%, 8/25/46		217,255	190,504
FRB Ser. 06-OA10, Class 4A1, (CME Term SOFR 1 Month + 0.49%), 5.349%, 8/25/46		1,422,272	1,206,822
FRB Ser. 06-OA7, Class 1A1, 3.438%, 6/25/46 W		212,805	202,975
Federal Home Loan Mortgage Corporation
Structured Agency Credit Risk Debt FRN Ser. 15-HQA2, Class B, (US 30 Day Average SOFR + 10.61%), 15.895%, 5/25/28		265,372	276,987
Structured Agency Credit Risk Debt FRN Ser. 16-DNA1, Class B, (US 30 Day Average SOFR + 10.11%), 15.395%, 7/25/28		1,272,212	1,408,655
Structured Agency Credit Risk Debt FRN Ser. 15-DNA3, Class B, (US 30 Day Average SOFR + 9.46%), 14.745%, 4/25/28		567,213	605,061
Structured Agency Credit Risk Debt FRN Ser. 15-DNA1, Class B, (US 30 Day Average SOFR + 9.31%), 14.595%, 10/25/27		394,427	411,290
Structured Agency Credit Risk Debt FRN Ser. 15-HQA1, Class B, (US 30 Day Average SOFR + 8.91%), 14.195%, 3/25/28		384,010	397,470
Federal Home Loan Mortgage Corporation 144A
Structured Agency Credit Risk Trust FRB Ser. 19-HQA1, Class B2, (US 30 Day Average SOFR + 12.36%), 17.645%, 2/25/49		85,000	106,743
Structured Agency Credit Risk Trust REMICs FRB Ser. 20-DNA5, Class B2, (US 30 Day Average SOFR + 11.50%), 16.78%, 10/25/50		176,000	242,865
Structured Agency Credit Risk Trust FRB Ser. 19-HQA2, Class B2, (US 30 Day Average SOFR + 11.36%), 16.645%, 4/25/49		106,000	127,866
Structured Agency Credit Risk Trust FRB Ser. 18-HQA2, Class B2, (US 30 Day Average SOFR + 11.11%), 16.395%, 10/25/48		649,000	828,162
Structured Agency Credit Risk Trust FRB Ser. 19-DNA1, Class B2, (US 30 Day Average SOFR + 10.86%), 16.145%, 1/25/49		141,000	175,938

MORTGAGE-BACKED SECURITIES (35.3%)* cont.		Principal amount	Value
Residential mortgage-backed securities (non-agency) cont.
Federal Home Loan Mortgage Corporation 144A
Structured Agency Credit Risk Trust FRB Ser. 19-DNA2, Class B2, (US 30 Day Average SOFR + 10.61%), 15.895%, 3/25/49		$118,000	$140,550
Structured Agency Credit Risk Trust REMICs FRB Ser. 20-DNA4, Class B2, (US 30 Day Average SOFR + 10.11%), 15.395%, 8/25/50		609,000	827,492
Structured Agency Credit Risk Trust REMICs FRB Ser. 20-HQA3, Class B2, (US 30 Day Average SOFR + 10.11%), 15.395%, 7/25/50		430,000	582,082
Structured Agency Credit Risk Trust FRB Ser. 18-DNA3, Class B2, (US 30 Day Average SOFR + 7.86%), 13.145%, 9/25/48		174,000	203,287
Structured Agency Credit Risk Trust REMICs FRB Ser. 21-DNA3, Class B2, (US 30 Day Average SOFR + 6.25%), 11.53%, 10/25/33		225,000	269,611
Seasoned Credit Risk Transfer Trust Ser. 19-2, Class M, 4.75%, 8/25/58 W		307,000	297,149
Seasoned Credit Risk Transfer Trust Ser. 17-3, Class M2, 4.75%, 7/25/56 W		405,000	396,740
Seasoned Credit Risk Transfer Trust Ser. 19-4, Class M, 4.50%, 2/25/59 W		636,000	598,314
Federal National Mortgage Association
Connecticut Avenue Securities FRB Ser. 16-C03, Class 2B, (US 30 Day Average SOFR + 12.86%), 18.145%, 10/25/28		89,427	102,237
Connecticut Avenue Securities FRB Ser. 16-C02, Class 1B, (US 30 Day Average SOFR + 12.36%), 17.645%, 9/25/28		1,108,443	1,275,718
Connecticut Avenue Securities FRB Ser. 16-C03, Class 1B, (US 30 Day Average SOFR + 11.86%), 17.145%, 10/25/28		564,153	649,358
Connecticut Avenue Securities FRB Ser. 16-C01, Class 1B, (US 30 Day Average SOFR + 11.86%), 17.145%, 8/25/28		364,840	410,868
Connecticut Avenue Securities FRB Ser. 16-C05, Class 2B, (US 30 Day Average SOFR + 10.86%), 16.145%, 1/25/29		119,052	135,877
Connecticut Avenue Securities FRB Ser. 16-C06, Class 1B, (US 30 Day Average SOFR + 9.36%), 14.645%, 4/25/29		19,750	22,397
Federal National Mortgage Association 144A
Connecticut Avenue Securities Trust FRB Ser. 22-R02, Class 2B1, (US 30 Day Average SOFR + 4.50%), 9.78%, 1/25/42		180,000	190,515
Connecticut Avenue Securities Trust FRB Ser. 19-R03, Class 1B1, (US 30 Day Average SOFR + 4.21%), 9.495%, 9/25/31		471,656	501,283
Connecticut Avenue Securities Trust FRB Ser. 20-SBT1, Class 1M2, (US 30 Day Average SOFR + 3.76%), 9.045%, 2/25/40		504,000	533,419
Connecticut Avenue Securities Trust FRB Ser. 22-R02, Class 2M2, (US 30 Day Average SOFR + 3.00%), 8.28%, 1/25/42		400,000	410,881
First Horizon Alternative Mortgage Securities Trust FRB Ser. 06-AA6, Class 2A1, 5.615%, 11/25/36 W		416,626	278,454
GSAA Home Equity Trust FRB Ser. 06-8, Class 2A2, (CME Term SOFR 1 Month + 0.47%), 5.329%, 5/25/36		475,455	105,807
GSR Mortgage Loan Trust FRB Ser. 07-OA1, Class 2A3A, (CME Term SOFR 1 Month + 0.42%), 5.279%, 5/25/37		182,286	103,098
HarborView Mortgage Loan Trust FRB Ser. 05-2, Class 1A, (CME Term SOFR 1 Month + 0.63%), 5.599%, 5/19/35		239,328	72,470
Home Re, Ltd. 144A FRB Ser. 21-2, Class B1, (US 30 Day Average SOFR + 4.15%), 9.43%, 1/25/34 (Bermuda)		150,000	153,040
JPMorgan Mortgage Trust 144A FRB Ser. 24-9, Class A11, (US 30 Day Average SOFR + 1.35%), 6.693%, 2/25/55		165,000	165,316

MORTGAGE-BACKED SECURITIES (35.3%)* cont.		Principal amount	Value
Residential mortgage-backed securities (non-agency) cont.
Lehman XS Trust FRB Ser. 06-17, Class 1A4A, (CME Term SOFR 1 Month + 0.45%), 5.309%, 8/25/46		$1,204,898	$1,044,084
LHOME Mortgage Trust 144A Ser. 23-RTL2, Class A1, 8.00%, 6/25/28		254,000	258,191
Morgan Stanley Re-REMIC Trust 144A FRB Ser. 10-R4, Class 4B, (CME Term SOFR 1 Month + 0.34%), 1.581%, 2/26/37		173,564	159,789
MortgageIT Trust FRB Ser. 05-3, Class M2, (CME Term SOFR 1 Month + 0.91%), 5.764%, 8/25/35		28,684	27,494
Residential Accredit Loans, Inc. FRB Ser. 06-QO5, Class 1A1, (CME Term SOFR 1 Month + 0.54%), 5.399%, 5/25/46		190,690	169,781
Saluda Grade Alternative Mortgage Trust 144A Ser. 24-RTL4, Class A1, stepped-coupon 7.50% (8.50%, 7/1/26), 2/25/30 ††		420,000	425,449
Structured Asset Mortgage Investments II Trust FRB Ser. 06-AR7, Class A1BG, (CME Term SOFR 1 Month + 0.23%), 5.089%, 8/25/36		127,437	112,113
Towd Point Mortgage Trust 144A Ser. 19-2, Class A2, 3.75%, 12/25/58 W		216,000	200,620
WaMu Mortgage Pass-Through Certificates Trust FRB Ser. 05-AR13, Class A1C3, (CME Term SOFR 1 Month + 1.09%), 5.949%, 10/25/45		72,715	70,207
			20,537,635
Total mortgage-backed securities (cost $61,467,794)			$59,552,100

U.S. GOVERNMENT AND AGENCY MORTGAGE OBLIGATIONS (32.3%)*	Principal amount	Value
U.S. Government Guaranteed Mortgage Obligations (10.7%)
Government National Mortgage Association Pass-Through Certificates
5.50%, TBA, 10/1/54	$5,000,000	$5,048,930
5.50%, 5/20/49	17,222	17,641
5.00%, TBA, 10/1/54	4,000,000	4,007,030
5.00%, 5/20/49	52,006	52,583
4.50%, TBA, 10/1/54	5,000,000	4,937,602
4.00%, TBA, 10/1/54	4,000,000	3,867,693
3.50%, with due dates from 10/20/49 to 3/20/50	217,994	202,099
		18,133,578
U.S. Government Agency Mortgage Obligations (21.6%)
Federal National Mortgage Association Pass-Through Certificates
5.00%, with due dates from 1/1/49 to 8/1/49	52,577	53,350
Uniform Mortgage-Backed Securities
6.50%, TBA, 10/1/54	15,000,000	15,465,740
6.00%, TBA, 10/1/54	11,000,000	11,244,037
5.50%, TBA, 10/1/54	2,000,000	2,023,471
5.00%, TBA, 10/1/54	5,000,000	4,997,461
3.50%, TBA, 10/1/54	1,000,000	931,324
3.00%, TBA, 10/1/54	1,000,000	897,655
2.50%, TBA, 10/1/54	1,000,000	863,321
		36,476,359
Total U.S. government and agency mortgage obligations (cost $54,753,248)		$54,609,937

U.S. TREASURY OBLIGATIONS (0.1%)*	Principal amount	Value
U.S. Treasury Notes 1.875%, 2/28/27 i	$143,000	$137,582
U.S. Treasury Notes 0.250%, 8/31/25 i	10,000	9,661
Total U.S. treasury obligations (cost $147,243)		$147,243

CORPORATE BONDS AND NOTES (25.9%)*		Principal amount	Value
Basic materials (2.2%)
Arcosa, Inc. 144A company guaranty sr. unsec. notes 6.875%, 8/15/32		$50,000	$52,370
ATI, Inc. sr. unsec. notes 4.875%, 10/1/29		490,000	474,076
Avient Corp. 144A sr. unsec. notes 6.25%, 11/1/31		45,000	46,167
Boise Cascade Co. 144A company guaranty sr. unsec. notes 4.875%, 7/1/30		215,000	208,411
Builders FirstSource, Inc. 144A company guaranty sr. unsec. bonds 6.375%, 6/15/32		240,000	248,977
Cleveland-Cliffs, Inc. 144A company guaranty sr. unsec. notes 7.00%, 3/15/32		100,000	101,224
Commercial Metals Co. sr. unsec. notes 4.375%, 3/15/32		267,000	254,073
Constellium SE company guaranty sr. unsec. unsub. notes Ser. REGS, 3.125%, 7/15/29 (France)	EUR	300,000	320,917
Constellium SE 144A company guaranty sr. unsec. unsub. notes 6.375%, 8/15/32 (France)		$250,000	256,809
Huntsman International, LLC sr. unsec. notes 4.50%, 5/1/29		220,000	216,117
IHS Holding, Ltd. company guaranty sr. unsec. notes Ser. REGS, 6.25%, 11/29/28 (Nigeria)		500,000	469,785
Intelligent Packaging, Ltd., Finco, Inc./Intelligent Packaging, Ltd. LLC Co-Issuer 144A sr. notes 6.00%, 9/15/28 (Canada)		210,000	208,744
Miter Brands Acquisition Holdco, Inc./MIWD Borrower, LLC 144A company guaranty sr. notes 6.75%, 4/1/32		205,000	212,636
Smyrna Ready Mix Concrete, LLC 144A sr. notes 8.875%, 11/15/31		440,000	475,059
Standard Building Solutions, Inc. 144A sr. unsec. notes 6.50%, 8/15/32		85,000	88,085
			3,633,450
Capital goods (1.5%)
Benteler International AG 144A company guaranty sr. notes 10.50%, 5/15/28 (Austria)		435,000	460,254
Boeing Co. (The) sr. unsec. notes 2.70%, 2/1/27		137,000	129,976
Boeing Co. (The) 144A sr. unsec. notes 6.298%, 5/1/29		55,000	57,884
Bombardier, Inc. 144A sr. unsec. notes 7.00%, 6/1/32 (Canada)		465,000	486,941
GFL Environmental, Inc. 144A company guaranty sr. unsec. notes 4.75%, 6/15/29 (Canada)		213,000	207,955
Huntington Ingalls Industries, Inc. company guaranty sr. unsec. notes 2.043%, 8/16/28		235,000	215,809
Pactiv Evergreen Group Issuer, Inc./Pactiv Evergreen Group Issuer, LLC 144A company guaranty sr. notes 4.00%, 10/15/27		260,000	250,243
Ritchie Bros Holdings, Inc. 144A company guaranty sr. unsec. unsub. notes 7.75%, 3/15/31		276,000	294,288
Spirit AeroSystems, Inc. 144A sr. unsub. notes 9.375%, 11/30/29		93,000	101,007
Terex Corp. 144A sr. unsec. notes 6.25%, 10/15/32		60,000	60,600
TransDigm, Inc. 144A sr. notes 6.875%, 12/15/30		190,000	199,142
TransDigm, Inc. 144A sr. notes 6.625%, 3/1/32		65,000	67,768
			2,531,867

CORPORATE BONDS AND NOTES (25.9%)* cont.		Principal amount	Value
Communication services (1.5%)
American Tower Corp. sr. unsec. sub. notes 2.75%, 1/15/27 R		$410,000	$396,303
AT&T, Inc. sr. unsec. notes 4.10%, 2/15/28		410,000	409,187
CCO Holdings, LLC/CCO Holdings Capital Corp. 144A sr. unsec. unsub. notes 4.75%, 2/1/32		284,000	250,527
T-Mobile USA, Inc. company guaranty sr. unsec. notes 3.375%, 4/15/29		825,000	792,457
T-Mobile USA, Inc. company guaranty sr. unsec. notes 2.05%, 2/15/28		230,000	214,306
Vmed O2 UK Financing I PLC sr. notes Ser. REGS, 3.25%, 1/31/31 (United Kingdom)	EUR	275,000	283,754
Zegona Finance PLC 144A sr. notes 8.625%, 7/15/29 (United Kingdom)		$200,000	213,875
			2,560,409
Consumer cyclicals (5.4%)
Allied Universal Holdco, LLC/Allied Universal Finance Corp. 144A sr. notes 7.875%, 2/15/31		205,000	209,581
Banijay Entertainment SASU 144A sr. notes 8.125%, 5/1/29 (France)		360,000	374,473
Bath & Body Works, Inc. company guaranty sr. unsec. sub. bonds 6.875%, 11/1/35		480,000	500,696
Boyd Gaming Corp. 144A sr. unsec. bonds 4.75%, 6/15/31		225,000	214,992
Caesars Entertainment, Inc. 144A sr. notes 7.00%, 2/15/30		232,000	242,528
Carnival Holdings Bermuda, Ltd. 144A company guaranty sr. unsec. unsub. notes 10.375%, 5/1/28 (Bermuda)		92,000	99,332
Cinemark USA, Inc. 144A company guaranty sr. unsec. notes 5.25%, 7/15/28		270,000	265,700
Clear Channel Outdoor Holdings, Inc. 144A company guaranty sr. notes 7.875%, 4/1/30		200,000	209,307
Crocs, Inc. 144A company guaranty sr. unsec. notes 4.125%, 8/15/31		290,000	263,724
Dufry One BV company guaranty sr. unsec. notes Ser. REGS, 3.375%, 4/15/28 (Netherlands)	EUR	255,000	280,954
FirstCash, Inc. 144A sr. unsec. notes 6.875%, 3/1/32 (Mexico)		$397,000	409,057
Hyundai Capital America 144A sr. unsec. notes 4.55%, 9/26/29 (South Korea)		425,000	424,255
Levi Strauss & Co. sr. unsec. notes 3.375%, 3/15/27	EUR	305,000	338,363
Light & Wonder International, Inc. 144A company guaranty sr. unsec. notes 7.25%, 11/15/29		$450,000	465,914
Mattel, Inc. 144A company guaranty sr. unsec. notes 3.75%, 4/1/29		265,000	253,481
McGraw-Hill Education, Inc. 144A sr. notes 7.375%, 9/1/31		153,000	158,869
McGraw-Hill Education, Inc. 144A sr. notes 5.75%, 8/1/28		117,000	115,718
Neptune Bidco US, Inc. 144A sr. notes 9.29%, 4/15/29		120,000	117,659
News Corp. 144A sr. unsec. notes 3.875%, 5/15/29		265,000	250,842
Outfront Media Capital, LLC/Outfront Media Capital Corp. 144A company guaranty sr. notes 7.375%, 2/15/31		76,000	81,200
Outfront Media Capital, LLC/Outfront Media Capital Corp. 144A company guaranty sr. unsec. notes 5.00%, 8/15/27		255,000	253,751
Prime Security Services Borrower, LLC/Prime Finance, Inc. 144A notes 6.25%, 1/15/28		205,000	205,210
Royal Caribbean Cruises, Ltd. 144A sr. unsec. notes 6.25%, 3/15/32		25,000	25,949
Royal Caribbean Cruises, Ltd. 144A sr. unsec. notes 6.00%, 2/1/33		190,000	194,904

CORPORATE BONDS AND NOTES (25.9%)* cont.		Principal amount	Value
Consumer cyclicals cont.
Royal Caribbean Cruises, Ltd. 144A sr. unsec. notes 5.625%, 9/30/31		$80,000	$81,100
RR Donnelley & Sons Co. 144A sr. notes 9.50%, 8/1/29		200,000	201,909
Six Flags Entertainment Corp. 144A company guaranty sr. unsec. notes 7.25%, 5/15/31		275,000	285,022
Standard Industries, Inc. sr. unsec. notes Ser. REGS, 2.25%, 11/21/26	EUR	270,000	290,777
Station Casinos, LLC 144A sr. unsec. bonds 4.625%, 12/1/31		$285,000	264,548
Taylor Morrison Communities, Inc. 144A sr. unsec. bonds 5.125%, 8/1/30		477,000	474,302
Toll Brothers Finance Corp. company guaranty sr. unsec. notes 3.80%, 11/1/29		220,000	213,585
Verisure Midholding AB company guaranty sr. unsec. notes Ser. REGS, 5.25%, 2/15/29 (Sweden)	EUR	595,000	658,582
Viking Ocean Cruises Ship VII, Ltd. 144A sr. notes 5.625%, 2/15/29 (Bermuda)		$350,000	349,106
Volkswagen Group of America Finance, LLC 144A company guaranty sr. unsec. notes 1.625%, 11/24/27		230,000	210,705
Wynn Resorts Finance, LLC/Wynn Resorts Capital Corp. 144A company guaranty sr. unsec. unsub. notes 7.125%, 2/15/31		70,000	75,567
			9,061,662
Consumer staples (1.4%)
Aramark Services, Inc. 144A company guaranty sr. unsec. notes 5.00%, 2/1/28		208,000	207,536
Ashtead Capital, Inc. 144A notes 4.00%, 5/1/28		220,000	214,624
Avis Budget Finance PLC company guaranty sr. unsec. notes Ser. REGS, 7.25%, 7/31/30	EUR	185,000	206,061
Avis Budget Finance PLC 144A sr. unsec. notes 7.25%, 7/31/30	EUR	110,000	122,523
EquipmentShare.com, Inc. 144A notes 9.00%, 5/15/28		$200,000	209,105
Haleon US Capital, LLC company guaranty sr. unsec. unsub. notes 3.375%, 3/24/29		250,000	241,468
Herc Holdings, Inc. 144A company guaranty sr. unsec. notes 6.625%, 6/15/29		65,000	67,379
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc. company guaranty sr. unsec. notes 5.50%, 1/15/30 (Luxembourg)		210,000	212,844
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc. company guaranty sr. unsec. notes 3.00%, 2/2/29 (Luxembourg)		110,000	102,443
Philip Morris International, Inc. sr. unsec. unsub. notes 5.125%, 2/15/30		410,000	425,446
United Rentals North America, Inc. company guaranty sr. unsec. unsub. notes 4.00%, 7/15/30		88,000	83,238
VM Consolidated, Inc. 144A company guaranty sr. unsec. notes 5.50%, 4/15/29		256,000	253,959
			2,346,626
Energy (3.5%)
6297782 LLC 144A company guaranty sr. unsec. notes 5.026%, 10/1/29		210,000	210,640
Aker BP ASA 144A sr. unsec. notes 5.60%, 6/13/28 (Norway)		205,000	212,470
Antero Resources Corp. 144A sr. unsec. notes 5.375%, 3/1/30		250,000	247,169
Chesapeake Energy Corp. 144A company guaranty sr. unsec. notes 6.75%, 4/15/29		207,000	211,028

CORPORATE BONDS AND NOTES (25.9%)* cont.		Principal amount	Value
Energy cont.
Civitas Resources, Inc. 144A company guaranty sr. unsec. unsub. notes 8.75%, 7/1/31		$420,000	$445,111
Ecopetrol SA sr. unsec. unsub. bonds 8.875%, 1/13/33 (Colombia)		530,000	568,679
Hess Midstream Operations LP 144A company guaranty sr. unsec. notes 4.25%, 2/15/30		270,000	257,993
Kinetik Holdings LP 144A company guaranty sr. unsec. notes 5.875%, 6/15/30		455,000	458,468
Matador Resources Co. 144A company guaranty sr. unsec. unsub. notes 6.875%, 4/15/28		333,000	338,966
Petrobras Global Finance BV company guaranty sr. unsec. unsub. bonds 6.50%, 7/3/33 (Brazil)		146,000	151,833
Petrobras Global Finance BV company guaranty sr. unsec. unsub. notes 5.299%, 1/27/25 (Brazil)		409,000	408,025
Petroleos Mexicanos company guaranty sr. unsec. unsub. FRB 5.95%, 1/28/31 (Mexico)		686,000	594,171
Petroleos Mexicanos company guaranty sr. unsec. unsub. notes 6.70%, 2/16/32 (Mexico)		114,000	102,280
Petroleos Mexicanos company guaranty sr. unsec. unsub. notes 6.49%, 1/23/27 (Mexico)		220,000	216,772
Rockcliff Energy II, LLC 144A sr. unsec. notes 5.50%, 10/15/29		217,000	206,326
SM Energy Co. sr. unsec. unsub. notes 6.50%, 7/15/28		197,000	196,987
Southwestern Energy Co. company guaranty sr. unsec. notes 5.375%, 2/1/29		255,000	254,352
Targa Resources Corp. company guaranty sr. unsec. unsub. notes 6.15%, 3/1/29		200,000	213,173
Transocean Poseidon, Ltd. 144A company guaranty sr. notes 6.875%, 2/1/27		123,000	123,134
Venture Global LNG, Inc. 144A sr. notes 8.375%, 6/1/31		450,000	475,473
			5,893,050
Financials (5.0%)
Acrisure, LLC/Acrisure Finance, Inc. 144A sr. notes 7.50%, 11/6/30		200,000	205,994
AerCap Ireland Capital DAC/AerCap Global Aviation Trust company guaranty sr. unsec. sub. notes 4.625%, 9/10/29 (Ireland)		305,000	305,255
AIB Group PLC 144A sr. unsec. notes 6.608%, 9/13/29 (Ireland)		200,000	214,098
Air Lease Corp. sr. unsec. sub. notes 5.85%, 12/15/27		450,000	469,403
Aircastle, Ltd. 144A sr. unsec. notes 5.25%, 8/11/25		205,000	205,170
Ares Capital Corp. sr. unsec. sub. notes 7.00%, 1/15/27		410,000	426,895
Athene Global Funding 144A notes 5.583%, 1/9/29		205,000	212,380
Aviation Capital Group, LLC 144A sr. unsec. notes 5.375%, 7/15/29		210,000	214,622
Bank of America Corp. sr. unsec. notes 6.204%, 11/10/28		430,000	453,996
Bank of America Corp. unsec. sub. notes Ser. L, 4.183%, 11/25/27		215,000	214,598
Bank of Nova Scotia (The) sr. unsec. unsub. notes 5.35%, 12/7/26 (Canada)		260,000	266,681
CaixaBank SA 144A sr. unsec. notes 6.208%, 1/18/29 (Spain)		200,000	209,505
F&G Annuities & Life, Inc. company guaranty sr. unsec. notes 7.40%, 1/13/28		200,000	211,385
Ford Motor Co. sr. unsec. unsub. notes 5.80%, 3/5/27		210,000	213,880
GA Global Funding Trust 144A notes 4.40%, 9/23/27		225,000	224,569
Jefferson Capital Holdings, LLC 144A sr. unsec. notes 9.50%, 2/15/29		450,000	480,868

CORPORATE BONDS AND NOTES (25.9%)* cont.		Principal amount	Value
Financials cont.
Jones Deslauriers Insurance Management, Inc. 144A sr. notes 8.50%, 3/15/30 (Canada)		$190,000	$203,447
JPMorgan Chase & Co. sr. unsec. unsub. notes 6.07%, 10/22/27		820,000	849,980
Morgan Stanley sr. unsec. notes 5.123%, 2/1/29		610,000	625,547
Nationstar Mortgage Holdings, Inc. 144A company guaranty sr. unsec. notes 5.75%, 11/15/31		500,000	490,343
New York Life Global Funding 144A sr. notes 4.90%, 6/13/28		205,000	210,493
Protective Life Global Funding 144A 5.467%, 12/8/28		265,000	277,360
RHP Hotel Properties LP/RHP Finance Corp. 144A company guaranty sr. unsec. sub. notes 6.50%, 4/1/32		205,000	212,008
Toronto-Dominion Bank (The) sr. unsec. notes 5.264%, 12/11/26 (Canada)		145,000	148,653
UBS Group AG 144A sr. unsec. bonds 5.428%, 2/8/30 (Switzerland)		200,000	206,819
VICI Properties LP sr. unsec. unsub. notes 4.95%, 2/15/30		425,000	427,868
Wells Fargo & Co. sr. unsec. unsub. FRN Ser. MTN, 5.574%, 7/25/29		410,000	426,663
			8,608,480
Health care (1.7%)
Charles River Laboratories International, Inc. 144A company guaranty sr. unsec. notes 4.00%, 3/15/31		274,000	252,865
Charles River Laboratories International, Inc. 144A company guaranty sr. unsec. notes 3.75%, 3/15/29		55,000	51,821
Elanco Animal Health, Inc. sr. unsec. notes Ser. WI, 6.65%, 8/28/28		235,000	243,825
GE HealthCare Technologies, Inc. sr. unsec. notes 4.80%, 8/14/29		210,000	214,022
Illumina, Inc. sr. unsec. sub. notes 4.65%, 9/9/26		117,000	117,799
Kedrion SpA 144A company guaranty sr. notes 6.50%, 9/1/29 (Italy)		510,000	486,096
Pharmacia, LLC company guaranty sr. unsec. notes 6.60%, 12/1/28		430,000	469,624
Tenet Healthcare Corp. company guaranty sr. notes 6.75%, 5/15/31		455,000	474,650
Teva Pharmaceutical Finance Netherlands III BV company guaranty sr. unsec. unsub. notes 8.125%, 9/15/31 (Israel)		449,000	515,342
			2,826,044
Technology (0.8%)
Broadcom Corp./Broadcom Cayman Finance, Ltd. company guaranty sr. unsec. unsub. notes 3.875%, 1/15/27		205,000	203,660
Gartner, Inc. 144A company guaranty sr. unsec. notes 3.625%, 6/15/29		450,000	429,890
Imola Merger Corp. 144A sr. notes 4.75%, 5/15/29		273,000	266,627
Motorola Solutions, Inc. sr. unsec. unsub. notes 5.00%, 4/15/29		210,000	215,520
Seagate HDD Cayman company guaranty sr. unsec. notes 9.625%, 12/1/32 (Cayman Islands)		186,000	216,125
			1,331,822
Transportation (0.1%)
Air France-KLM sr. unsec. notes 8.125%, 5/31/28 (France)	EUR	200,000	252,112
			252,112
Utilities and power (2.8%)
Aegea Finance SARL 144A company guaranty sr. unsec. notes 9.00%, 1/20/31 (Brazil)		$240,000	259,906
Ameren Corp. sr. unsec. unsub. notes 5.00%, 1/15/29		170,000	174,128
Constellation Energy Generation, LLC sr. unsec. notes 5.60%, 3/1/28		205,000	214,046

CORPORATE BONDS AND NOTES (25.9%)* cont.		Principal amount	Value
Utilities and power cont.
Diamond II, Ltd. 144A company guaranty sr. notes 7.95%, 7/28/26 (India)		$560,000	$568,090
Duke Energy Carolinas, LLC company guaranty sr. unsec. unsub. notes Ser. A, 6.00%, 12/1/28		200,000	215,160
Energo-Pro a.s. 144A sr. unsec. notes 11.00%, 11/2/28 (Czech Republic)		300,000	325,140
Energy Transfer LP company guaranty sr. unsec. notes 5.25%, 4/15/29		410,000	421,903
Eversource Energy sr. unsec. unsub. notes 5.45%, 3/1/28		205,000	212,595
Georgia Power Co. sr. unsec. unsub. notes 5.004%, 2/23/27		145,000	148,220
Kinder Morgan, Inc. company guaranty sr. unsec. unsub. notes 5.00%, 2/1/29		250,000	255,450
Pacific Gas and Electric Co. sr. notes 6.10%, 1/15/29		200,000	211,287
PG&E Corp. sr. sub. notes 5.25%, 7/1/30		475,000	472,163
Southern Co. (The) sr. unsec. notes 5.50%, 3/15/29		260,000	272,825
Virginia Electric and Power Co. sr. unsec. unsub. notes Ser. A, 2.875%, 7/15/29		455,000	428,345
Vistra Operations Co., LLC 144A company guaranty sr. unsec. notes 6.875%, 4/15/32		210,000	221,077
Vistra Operations Co., LLC 144A company guaranty sr. unsec. unsub. notes 4.375%, 5/1/29		270,000	261,541
			4,661,876
Total corporate bonds and notes (cost $42,398,173)			$43,707,398

FOREIGN GOVERNMENT AND AGENCY BONDS AND NOTES (8.6%)*		Principal amount	Value
Benin (Republic of) sr. unsec. bonds Ser. REGS, 4.95%, 1/22/35 (Benin)	EUR	310,000	$290,345
Benin (Republic of) sr. unsec. notes Ser. REGS, 4.875%, 1/19/32 (Benin)	EUR	630,000	628,615
Brazil (Federal Republic of) sr. unsec. unsub. notes 6.125%, 3/15/34 (Brazil)		$1,060,000	1,082,832
Brazil (Federal Republic of) sr. unsec. unsub. notes 6.00%, 10/20/33 (Brazil)		200,000	203,131
Chile (Republic of) sr. unsec. unsub. notes 4.95%, 1/5/36 (Chile)		600,000	609,154
Colombia (Republic of) sr. unsec. unsub. notes 8.00%, 11/14/35 (Colombia)		560,000	598,261
Costa Rica (Government of) sr. unsec. unsub. notes Ser. REGS, 6.125%, 2/19/31 (Costa Rica)		320,000	332,615
Cote d’lvoire (Republic of) sr. unsec. notes Ser. REGS, 5.875%, 10/17/31 (Cote d’lvoire)	EUR	945,000	998,344
Dominican (Republic of) sr. unsec. unsub. notes Ser. REGS, 6.875%, 1/29/26 (Dominican Republic)		$336,000	342,552
Dominican (Republic of) sr. unsec. unsub. notes Ser. REGS, 6.00%, 7/19/28 (Dominican Republic)		180,000	184,759
Dominican (Republic of) sr. unsec. unsub. notes Ser. REGS, 5.95%, 1/25/27 (Dominican Republic)		284,000	288,182
Egypt (Arab Republic of) sr. unsec. notes Ser. REGS, 7.60%, 3/1/29 (Egypt)		420,000	406,092
Gabon (Republic of) sr. unsec. notes Ser. REGS, 6.625%, 2/6/31 (Gabon)		370,000	287,270

FOREIGN GOVERNMENT AND AGENCY BONDS AND NOTES (8.6%)* cont.		Principal amount	Value
Guatemala (Republic of) sr. unsec. unsub. bonds Ser. REGS, 6.60%, 6/13/36 (Guatemala)		$700,000	$738,212
Indonesia (Republic of) sr. unsec. unsub. bonds Ser. REGS, 4.35%, 1/8/27 (Indonesia)		250,000	251,949
Indonesia (Republic of) 144A sr. unsec. unsub. notes 4.35%, 1/8/27 (Indonesia)		410,000	413,196
Mongolia (Government of) sr. unsec. notes Ser. REGS, 5.125%, 4/7/26 (Mongolia)		270,000	266,504
Panama (Republic of) sr. unsec. unsub. bonds 7.50%, 3/1/31 (Panama)		730,000	799,381
Paraguay (Republic of) sr. unsec. notes Ser. REGS, 3.849%, 6/28/33 (Paraguay)		440,000	403,212
Philippines (Republic of) sr. unsec. unsub. notes 3.556%, 9/29/32 (Philippines)		400,000	375,240
Romania (Government of) sr. unsec. unsub. notes 7.125%, 1/17/33 (Romania)		420,000	460,102
Romania (Government of) 144A sr. unsec. notes 6.375%, 1/30/34 (Romania)		530,000	552,882
Serbia (Republic of) sr. unsec. notes 6.25%, 5/26/28 (Serbia)		430,000	448,175
Serbia (Republic of) sr. unsec. notes Ser. REGS, 6.50%, 9/26/33 (Serbia)		370,000	396,234
South Africa (Republic of) sr. unsec. unsub. notes 5.875%, 6/22/30 (South Africa)		600,000	606,384
South Africa (Republic of) sr. unsec. unsub. notes 5.875%, 4/20/32 (South Africa)		250,000	249,674
Turkey (Republic of) sr. unsec. unsub. notes 9.125%, 7/13/30 (Turkey)		300,000	342,959
United Mexican States sr. unsec. unsub. bonds 3.50%, 2/12/34 (Mexico)		1,250,000	1,066,594
Vietnam (Socialist Republic of) sr. unsec. notes Ser. REGS, 4.80%, 11/19/24 (Vietnam)		910,000	908,318
Total foreign government and agency bonds and notes (cost $13,985,424)			$14,531,168

SENIOR LOANS (5.8%)*c		Principal amount	Value
Basic materials (0.3%)
Nouryon Finance BV bank term loan FRN Ser. B, (EURIBOR 3 Month ACT/360 + 3.50%), 6.914%, 4/3/28 (Netherlands)	EUR	200,000	$223,165
Quikrete Holdings, Inc. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 2.25%), 7.095%, 3/26/29		$203,456	203,733
			426,898
Capital goods (0.6%)
Chart Industries, Inc. bank term loan FRN (CME Term SOFR 1 Month + 2.50%), 7.825%, 3/18/30		430,086	429,817
CPM Holdings, Inc. bank term loan FRN (CME Term SOFR 1 Month + 4.50%), 9.344%, 9/28/28		167,844	159,752
Madison IAQ, LLC bank term loan FRN (CME Term SOFR 1 Month + 2.75%), 7.889%, 6/15/28		198,462	198,538
TK Elevator US Newco, Inc. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 3.50%), 8.588%, 4/15/30		132,532	132,946
TransDigm, Inc. bank term loan FRN Ser. J, (CME Term SOFR 1 Month + 2.50%), 7.104%, 2/28/31		119,401	119,070
			1,040,123

SENIOR LOANS (5.8%)*c cont.		Principal amount	Value
Communication services (0.4%)
CSC Holdings, LLC bank term loan FRN (CME Term SOFR 1 Month + 2.50%), 7.46%, 4/15/27		$208,906	$191,747
DIRECTV Financing, LLC bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 5.25%), 10.21%, 8/2/29		443,491	437,393
			629,140
Consumer cyclicals (1.4%)
APi Group DE, Inc. bank term loan FRN Class B, (CME Term SOFR 1 Month + 2.00%), 6.845%, 1/3/29		90,000	90,046
Banijay Group US Holding, Inc. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 3.25%), 8.551%, 3/1/28		89,320	89,627
Caesars Entertainment, Inc. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 2.75%), 7.595%, 1/24/31		218,900	219,225
Carnival Corp. bank term loan FRN Class B, (CME Term SOFR 1 Month + 2.75%), 7.595%, 10/18/28		360,664	361,829
EMRLD Borrower LP bank term loan FRN Class B, (CME Term SOFR 1 Month + 2.50%), 7.557%, 6/18/31		20,000	19,984
Flutter Financing BV bank term loan FRN Class B, (CME Term SOFR 1 Month + 2.00%), 6.604%, 11/18/30		109,175	109,428
Gray Television, Inc. bank term loan FRN Ser. D, (CME Term SOFR 1 Month + 3.00%), 7.959%, 10/27/28		236,345	218,576
Hunter Douglas, Inc. bank term loan FRN Ser. B, (CME Term SOFR 3 Month + 3.50%), 8.571%, 2/25/29		198,477	197,361
Neptune Bidco US, Inc. bank term loan FRN Class C, (CME Term SOFR 1 Month + 5.00%), 10.404%, 4/11/29		158,199	148,933
PetSmart, LLC bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 3.75%), 8.695%, 1/29/28		201,140	199,721
PG Investment Co. 59 SARL bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 3.50%), 8.104%, 3/24/31		89,775	90,056
Robertshaw US Holding Corp. bank term loan FRN (CME Term SOFR 1 Month + 8.00%), 13.313%, 2/28/27 (In default) †		74,000	1,110
Scientific Games Holdings LP bank term loan FRN Class B, (CME Term SOFR 1 Month + 3.00%), 8.318%, 4/4/29		204,481	203,506
Station Casinos, LLC bank term loan FRN (CME Term SOFR 1 Month + 2.25%), 7.095%, 3/7/31		49,750	49,612
White Cap Buyer, LLC bank term loan FRN Class B, (CME Term SOFR 1 Month + 3.25%), 8.095%, 10/19/29		468,801	465,960
			2,464,974
Consumer staples (0.2%)
IRB Holding Corp. bank term loan FRN (CME Term SOFR 1 Month + 2.75%), 7.695%, 12/15/27		266,528	266,491
			266,491
Energy (0.4%)
CQP Holdco LP bank term loan FRN (CME Term SOFR 1 Month + 2.25%), 6.854%, 12/31/30		691,315	691,478
			691,478
Financials (0.2%)
Alliant Holdings Intermediate, LLC bank term loan FRN Class B, (CME Term SOFR 1 Month + 3.00%), 7.965%, 9/12/31		198,997	198,108
WEC US Holdings, Ltd. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 2.75%), 7.595%, 1/20/31		200,000	200,182
			398,290

SENIOR LOANS (5.8%)*c cont.		Principal amount	Value
Health care (0.9%)
Bausch + Lomb Corp. bank term loan FRN (CME Term SOFR 1 Month + 4.00%), 8.845%, 9/29/28		$125,053	$125,131
Bausch + Lomb Corp. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 3.25%), 8.27%, 5/5/27		338,068	337,270
DaVita, Inc. bank term loan FRN Ser. B1, (CME Term SOFR 1 Month + 2.00%), 6.845%, 5/6/31		115,000	115,099
Medline Borrower LP bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 2.75%), 7.595%, 10/23/28		180,804	181,082
Pacific Dental Services, Inc. bank term loan FRN (CME Term SOFR 1 Month + 2.75%), 7.847%, 3/10/31		179,100	179,212
Phoenix Guarantor, Inc. bank term loan FRN (CME Term SOFR 1 Month + 3.25%), 8.095%, 2/13/31		203,975	203,656
Phoenix Newco, Inc. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 3.00%), 7.845%, 11/15/28		242,037	242,358
Waystar Technologies, Inc. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 2.75%), 7.595%, 10/22/29		92,811	92,986
			1,476,794
Technology (1.0%)
Ahead DB Holdings, LLC bank term loan FRN Class B3, (CME Term SOFR 1 Month + 3.50%), 8.355%, 2/3/31		94,169	94,415
Cloud Software Group, Inc. bank term loan FRN (CME Term SOFR 1 Month + 4.00%), 8.604%, 3/29/29		461,673	460,325
Dun & Bradstreet Corp. (The) bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 2.75%), 7.605%, 1/18/29		199,000	199,056
Idera, Inc. bank term loan FRN (CME Term SOFR 1 Month + 3.50%), 8.748%, 3/2/28		199,500	195,853
McAfee Corp. bank term loan FRN Class B, (CME Term SOFR 1 Month + 3.25%), 8.451%, 3/1/29		219,450	218,953
Proofpoint, Inc. bank term loan FRN Class B, (CME Term SOFR 1 Month + 3.00%), 7.845%, 8/31/28		236,982	237,137
UKG, Inc. bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 3.25%), 8.555%, 1/31/31		209,475	209,737
			1,615,476
Transportation (0.4%)
American Airlines, Inc. bank term loan FRN (CME Term SOFR 3 Month + 4.75%), 10.294%, 4/20/28		400,490	412,337
Genesee & Wyoming, Inc. bank term loan FRN Class B, (CME Term SOFR 1 Month + 2.00%), 6.604%, 4/5/31		135,000	134,812
WestJet Loyalty LP bank term loan FRN Ser. B, (CME Term SOFR 1 Month + 3.75%), 8.354%, 2/14/31		169,150	167,634
			714,783
Total senior loans (cost $9,819,824)			$9,724,447

CONVERTIBLE BONDS AND NOTES (2.9%)*		Principal amount	Value
Capital goods (0.2%)
Axon Enterprise, Inc. company guaranty cv. sr. unsec. notes 0.50%, 12/15/27		$70,000	$125,895
Fluor Corp. cv. sr. unsec. notes 1.125%, 8/15/29		23,000	28,198
Middleby Corp. (The) cv. sr. unsec. notes 1.00%, 9/1/25		33,000	38,547
Tetra Tech, Inc. cv. sr. unsec. notes 2.25%, 8/15/28		81,000	106,394
			299,034

CONVERTIBLE BONDS AND NOTES (2.9%)* cont.		Principal amount	Value
Consumer cyclicals (0.5%)
Block, Inc. cv. sr. unsec. sub. notes 0.25%, 11/1/27		$46,000	$39,825
Booking Holdings, Inc. cv. sr. unsec. notes 0.75%, 5/1/25		41,000	91,880
Carnival Corp. company guaranty cv. sr. unsec. unsub. notes 5.75%, 12/1/27		64,000	103,192
DraftKings, Inc. cv. sr. unsec. unsub. notes zero %, 3/15/28		58,000	50,489
Global Payments, Inc. 144A cv. sr. unsec. notes 1.50%, 3/1/31		81,000	77,760
Liberty Media Corp.-Liberty Formula One cv. sr. unsec. notes 2.25%, 8/15/27		96,000	105,975
Live Nation Entertainment, Inc. 144A cv. sr. unsec. notes 3.125%, 1/15/29		114,000	140,618
Meritage Homes Corp. 144A company guaranty cv. sr. unsec. notes 1.75%, 5/15/28		65,000	74,328
Patrick Industries, Inc. company guaranty cv. sr. unsec. notes 1.75%, 12/1/28		41,000	61,925
Rivian Automotive, Inc. cv. sr. unsec. sub. notes 4.625%, 3/15/29		55,000	49,809
Shift4 Payments, Inc. cv. sr. unsec. sub. notes 0.50%, 8/1/27		72,000	74,376
Spectrum Brands, Inc. 144A company guaranty cv. sr. unsec. notes 3.375%, 6/1/29		32,000	33,288
			903,465
Consumer staples (0.4%)
Airbnb, Inc. cv. sr. unsec. sub. notes zero %, 3/15/26		42,000	39,185
Chefs’ Warehouse, Inc. (The) cv. sr. unsec. unsub. notes 2.375%, 12/15/28		40,000	46,998
Etsy, Inc. cv. sr. unsec. notes 0.25%, 6/15/28		111,000	91,013
JD.com, Inc. 144A cv. sr. unsec. notes 0.25%, 6/1/29 (China)		45,000	51,570
Lyft, Inc. 144A cv. sr. unsec. sub. notes 0.625%, 3/1/29		35,000	33,863
Shake Shack, Inc. cv. sr. unsec. notes zero %, 3/1/28		62,000	57,778
Uber Technologies, Inc. 144A cv. sr. unsec. notes 0.875%, 12/1/28		89,000	111,651
Wayfair, Inc. cv. sr. unsec. unsub. notes 3.25%, 9/15/27		79,000	95,235
Zillow Group, Inc. cv. sr. unsec. sub. notes 1.375%, 9/1/26		100,000	148,100
			675,393
Energy (0.1%)
Nabors Industries, Inc. company guaranty cv. sr. unsec. unsub. notes 1.75%, 6/15/29		62,000	48,544
Northern Oil and Gas, Inc. cv. sr. unsec. notes 3.625%, 4/15/29		71,000	81,313
			129,857
Financials (0.1%)
Welltower OP, LLC 144A company guaranty cv. sr. unsec. notes 3.125%, 7/15/29		50,000	58,275
Welltower OP, LLC 144A company guaranty cv. sr. unsec. notes 2.75%, 5/15/28 R		85,000	117,562
			175,837
Health care (0.4%)
Alnylam Pharmaceuticals, Inc. cv. sr. unsec. unsub. notes 1.00%, 9/15/27		63,000	73,805
BioMarin Pharmaceutical, Inc. cv. sr. unsec. sub. notes 1.25%, 5/15/27		49,000	46,758
BridgeBio Pharma, Inc. cv. sr. unsec. notes 2.50%, 3/15/27		25,000	25,848
Dexcom, Inc. cv. sr. unsec. unsub. notes 0.375%, 5/15/28		113,000	100,288
Exact Sciences Corp. 144A cv. sr. unsec. notes 1.75%, 4/15/31		103,000	104,684