UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21269
Wells Fargo Income Opportunities Fund
(Exact name of registrant as specified in charter)
525 Market St., San Francisco, CA 94105
(Address of principal executive offices) (Zip code)
Catherine Kennedy
Wells Fargo Funds Management, LLC
525 Market St., San Francisco, CA 94105
(Name and address of agent for service)
Registrant’s telephone number, including area code: 800-222-8222
Date of fiscal year end: April 30
Date of reporting period: April 30, 2021
ITEM 1. REPORT TO STOCKHOLDERS
1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
2 | The Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex USA Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure the equity market performance of developed and emerging markets, excluding the United States. Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI. You cannot invest directly in an index. |
1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
3 | The MSCI Emerging Markets (EM) Index (Net) is a free-float-adjusted market-capitalization-weighted index that is designed to measure equity market performance of emerging markets. You cannot invest directly in an index. |
1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
4 | The Bloomberg Barclays U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. You cannot invest directly in an index. |
1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
5 | The Bloomberg Barclays Global Aggregate ex-USD Index (unhedged) is an unmanaged index that provides a broad-based measure of the global investment-grade fixed-income markets excluding the U.S. dollar-denominated debt market. You cannot invest directly in an index. |
1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
6 | The Bloomberg Barclays Municipal Bond Index is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. You cannot invest directly in an index. |
1 | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value-weighted index with each stock's weight in the index proportionate to its market value. You cannot invest directly in an index. |
7 | The ICE BofA U.S. High Yield Index is a market-capitalization-weighted index of domestic and Yankee high-yield bonds. The index tracks the performance of high-yield securities traded in the U.S. bond market. You cannot invest directly in an index. Copyright 2021. ICE Data Indices, LLC. All rights reserved. |
“The passage of the massive domestic stimulus bill highlighted March activity, leading to
increased forecasts for U.S. growth in 2021.” |
■ | On November 17, 2020, the Fund announced a renewal of its open-market share repurchase program (the “Buyback Program”). Under the renewed Buyback Program, the Fund may repurchase up to 10% of its outstanding shares in open market transactions during the period beginning on January 1, 2021 and ending on December 31, 2021. The Fund’s Board of Trustees has delegated to Wells Fargo Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations. |
■ | The Fund’s managed distribution plan provides for the declaration of monthly distributions to common shareholders of the Fund at an annual minimum fixed rate of 8% based on the Fund’s average monthly net asset value per share over the prior 12 months. Under the managed distribution plan, monthly distributions may be sourced from income, paid-in capital, and/or capital gains, if any. To the extent that sufficient investment income is not available on a monthly basis, the Fund may distribute paid-in capital and/or capital gains, if any, in order to maintain its managed distribution level. You should not draw any conclusions about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the managed distribution plan. Shareholders may elect to reinvest distributions received pursuant to the managed distribution plan in the Fund under the existing dividend reinvestment plan, which is described later in this report. |
Investment objective | The Fund seeks a high level of current income. Capital appreciation is a secondary objective. |
Strategy summary | Under normal market conditions, the Fund invests at least 80% of its total assets in below-investment-grade (high yield) debt securities, loans and perferred stocks. These securities are rated Ba or lower by Moody's or BB or lower by S&P, or are unrated securities of comparable quality as determined by the subadviser. |
Adviser | Wells Fargo Funds Management, LLC |
Subadviser | Wells Capital Management Incorporated |
Portfolio managers | Chris Lee, CFA®‡, Michael J. Schueller, CFA®‡ |
Average annual total returns (%) as of April 30, 20211 | ||||
1 year | 5 year | 10 year | ||
Based on market value | 38.39 | 11.56 | 7.62 | |
Based on net asset value (NAV) | 31.99 | 10.65 | 8.53 | |
ICE BofA U.S. High Yield Constrained Index2 | 20.01 | 7.31 | 6.26 |
1 | Total returns based on market value are calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Total returns based on NAV are calculated based on the NAV at the beginning of the period and at the end of the period. Dividends and distributions, if any, are assumed for the purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. |
2 | The ICE BofA U.S. High Yield Constrained Index is a market-value-weighted index of all domestic and Yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3 but are not in default. The ICE BofA U.S. High Yield Constrained Index limits any individual issuer to a maximum of 2% benchmark exposure. You cannot invest directly in an index. Copyright 2021. ICE Data Indices, LLC. All rights reserved. |
Comparison of NAV vs. market value1 |
1 | This chart does not reflect any brokerage commissions charged on the purchase and sale of the Fund’s common stock. Dividends and distributions paid by the Fund are included in the Fund’s average annual total returns but have the effect of reducing the Fund’s NAV. |
‡ | CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. |
■ | As a hedge against adverse changes in securities market prices or interest rates; and |
■ | As a substitute for purchasing or selling securities. |
Shares | Value | ||||
Common stocks: 2.76% | |||||
Energy: 2.76% | |||||
Energy equipment & services: 1.30% | |||||
Bristow Group Incorporated † | 273,466 | $ 7,235,910 | |||
Oil, gas & consumable fuels: 1.46% | |||||
Denbury Incorporated † | 103,310 | 5,621,097 | |||
Whiting Petroleum Corporation † | 61,847 | 2,478,209 | |||
8,099,306 | |||||
Total Common stocks (Cost $10,224,703) | 15,335,216 |
Interest
rate |
Maturity
date |
Principal | |||
Corporate bonds and notes: 106.55% | |||||
Communication services: 16.38% | |||||
Diversified telecommunication services: 1.43% | |||||
Cablevision Lightpath LLC 144A | 5.63% | 9-15-2028 | $ 1,665,000 | 1,706,625 | |
Cablevision Lightpath LLC | 3.88 | 9-15-2027 | 480,000 | 473,400 | |
Frontier Communications Corporation 144A | 5.88 | 10-15-2027 | 510,000 | 541,875 | |
Level 3 Financing Incorporated 144A | 3.63 | 1-15-2029 | 2,405,000 | 2,329,844 | |
Level 3 Financing Incorporated 144A | 4.25 | 7-1-2028 | 1,250,000 | 1,259,513 | |
Windstream Corporation 144A | 7.75 | 8-15-2028 | 1,560,000 | 1,626,300 | |
7,937,557 | |||||
Entertainment: 0.88% | |||||
Live Nation Entertainment Incorporated 144A | 3.75 | 1-15-2028 | 685,000 | 682,500 | |
Live Nation Entertainment Incorporated 144A | 5.63 | 3-15-2026 | 764,000 | 794,560 | |
Live Nation Entertainment Incorporated 144A | 6.50 | 5-15-2027 | 3,075,000 | 3,397,875 | |
4,874,935 | |||||
Interactive media & services: 0.45% | |||||
Rackspace Technology Company 144A | 5.38 | 12-1-2028 | 2,450,000 | 2,501,156 | |
Media: 12.78% | |||||
Block Communications Incorporated | 4.88 | 3-1-2028 | 400,000 | 407,000 | |
CCO Holdings LLC 144A | 4.50 | 8-15-2030 | 7,150,000 | 7,274,339 | |
CCO Holdings LLC 144A | 4.50 | 5-1-2032 | 850,000 | 858,500 | |
CCO Holdings LLC 144A | 5.00 | 2-1-2028 | 375,000 | 391,875 | |
CCO Holdings LLC 144A | 5.13 | 5-1-2027 | 750,000 | 784,923 | |
CCO Holdings LLC 144A | 5.50 | 5-1-2026 | 325,000 | 335,400 | |
CCO Holdings LLC 144A | 5.75 | 2-15-2026 | 1,865,000 | 1,930,275 | |
Cinemark USA Incorporated | 4.88 | 6-1-2023 | 6,857,000 | 6,848,086 | |
Cinemark USA Incorporated 144A | 5.88 | 3-15-2026 | 495,000 | 512,944 | |
Cinemark USA Incorporated 144A | 8.75 | 5-1-2025 | 1,110,000 | 1,208,513 | |
CSC Holdings LLC 144A | 4.13 | 12-1-2030 | 825,000 | 820,875 | |
CSC Holdings LLC 144A | 4.63 | 12-1-2030 | 2,400,000 | 2,346,000 | |
CSC Holdings LLC 144A | 5.38 | 2-1-2028 | 1,125,000 | 1,183,939 | |
CSC Holdings LLC 144A | 5.50 | 5-15-2026 | 2,425,000 | 2,493,870 | |
CSC Holdings LLC 144A | 7.50 | 4-1-2028 | 2,150,000 | 2,367,688 | |
Diamond Sports Group LLC 144A | 5.38 | 8-15-2026 | 1,525,000 | 1,113,250 | |
Diamond Sports Group LLC 144A | 6.63 | 8-15-2027 | 3,950,000 | 2,133,000 | |
Gray Television Incorporated 144A | 5.88 | 7-15-2026 | 525,000 | 544,688 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Media (continued) | |||||
Gray Television Incorporated 144A | 7.00% | 5-15-2027 | $ 675,000 | $ 736,594 | |
Gray Television Incorporated 144A | 4.75 | 10-15-2030 | 1,900,000 | 1,900,000 | |
Nexstar Broadcasting Incorporated 144A | 4.75 | 11-1-2028 | 2,460,000 | 2,506,125 | |
Nexstar Broadcasting Incorporated 144A | 5.63 | 7-15-2027 | 3,900,000 | 4,119,375 | |
Nielsen Finance LLC 144A | 5.63 | 10-1-2028 | 1,330,000 | 1,418,113 | |
Nielsen Finance LLC 144A | 5.88 | 10-1-2030 | 5,350,000 | 5,858,250 | |
Outfront Media Capital Corporation 144A | 4.63 | 3-15-2030 | 1,600,000 | 1,584,000 | |
Outfront Media Capital Corporation 144A | 5.00 | 8-15-2027 | 305,000 | 314,531 | |
QVC Incorporated | 4.75 | 2-15-2027 | 400,000 | 422,000 | |
Salem Media Group Incorporated 144A | 6.75 | 6-1-2024 | 6,525,000 | 6,443,438 | |
Scripps Escrow II Incorporated 144A | 5.38 | 1-15-2031 | 2,325,000 | 2,356,969 | |
Scripps Escrow II Incorporated 144A | 5.88 | 7-15-2027 | 400,000 | 420,888 | |
Scripps Escrow II Incorporated 144A | 3.88 | 1-15-2029 | 525,000 | 521,761 | |
The E.W. Scripps Company 144A | 5.13 | 5-15-2025 | 4,394,000 | 4,509,518 | |
Townsquare Media Incorporated 144A | 6.88 | 2-1-2026 | 4,090,000 | 4,263,825 | |
70,930,552 | |||||
Wireless telecommunication services: 0.84% | |||||
Consolidated Communications Holdings Incorporated 144A | 6.50 | 10-1-2028 | 1,615,000 | 1,739,920 | |
Sprint Capital Corporation | 8.75 | 3-15-2032 | 1,975,000 | 2,927,938 | |
4,667,858 | |||||
Consumer discretionary: 16.14% | |||||
Auto components: 2.49% | |||||
Clarios Global LP 144A | 6.25 | 5-15-2026 | 325,000 | 344,723 | |
Clarios Global LP 144A | 6.75 | 5-15-2025 | 200,000 | 214,750 | |
Clarios Global LP 144A | 8.50 | 5-15-2027 | 3,885,000 | 4,195,800 | |
Cooper Tire & Rubber Company | 7.63 | 3-15-2027 | 5,190,000 | 6,066,954 | |
Dana Incorporated %% | 4.25 | 9-1-2030 | 1,390,000 | 1,403,900 | |
Goodyear Tire & Rubber Company | 5.13 | 11-15-2023 | 1,475,000 | 1,475,148 | |
Tenneco Incorporated | 5.00 | 7-15-2026 | 140,000 | 135,607 | |
13,836,882 | |||||
Automobiles: 0.20% | |||||
Ford Motor Company | 9.00 | 4-22-2025 | 425,000 | 519,031 | |
Ford Motor Company | 9.63 | 4-22-2030 | 425,000 | 596,063 | |
1,115,094 | |||||
Diversified consumer services: 3.62% | |||||
Carriage Services Incorporated 144A%% | 4.25 | 5-15-2029 | 2,220,000 | 2,206,125 | |
Carriage Services Incorporated 144A | 6.63 | 6-1-2026 | 5,380,000 | 5,665,140 | |
Service Corporation International | 7.50 | 4-1-2027 | 8,700,000 | 10,505,250 | |
Service Corporation International | 8.00 | 11-15-2021 | 1,635,000 | 1,694,269 | |
20,070,784 | |||||
Hotels, restaurants & leisure: 6.08% | |||||
Carnival Corporation 144A | 10.50 | 2-1-2026 | 3,050,000 | 3,594,883 | |
Carnival Corporation 144A | 5.75 | 3-1-2027 | 1,275,000 | 1,344,335 | |
Carnival Corporation | 7.63 | 3-1-2026 | 3,798,000 | 4,158,810 | |
Carnival Corporation 144A | 9.88 | 8-1-2027 | 1,500,000 | 1,762,500 | |
Carnival Corporation 144A | 11.50 | 4-1-2023 | 3,225,000 | 3,706,170 | |
CCM Merger Incorporated 144A | 6.38 | 5-1-2026 | 3,610,000 | 3,772,450 | |
NCL Corporation Limited 144A | 5.88 | 3-15-2026 | 1,785,000 | 1,865,325 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Hotels, restaurants & leisure (continued) | |||||
NCL Corporation Limited 144A | 12.25% | 5-15-2024 | $ 3,215,000 | $ 3,921,625 | |
Royal Caribbean Cruises Limited 144A | 5.50 | 4-1-2028 | 3,080,000 | 3,229,996 | |
Royal Caribbean Cruises Limited 144A | 9.13 | 6-15-2023 | 3,825,000 | 4,222,647 | |
Royal Caribbean Cruises Limited 144A | 10.88 | 6-1-2023 | 1,525,000 | 1,750,700 | |
Yum! Brands Incorporated 144A | 7.75 | 4-1-2025 | 400,000 | 437,000 | |
33,766,441 | |||||
Household durables: 0.54% | |||||
WASH Multifamily Acquisition Incorporated 144A | 5.75 | 4-15-2026 | 2,870,000 | 2,981,213 | |
Multiline retail: 0.32% | |||||
Macy's Incorporated 144A | 8.38 | 6-15-2025 | 1,600,000 | 1,765,168 | |
Specialty retail: 2.61% | |||||
Asbury Automotive Group Incorporated | 4.75 | 3-1-2030 | 1,069,000 | 1,117,105 | |
Asbury Automotive Group Incorporated | 4.50 | 3-1-2028 | 1,162,000 | 1,196,860 | |
Group 1 Automotive Incorporated 144A | 4.00 | 8-15-2028 | 1,525,000 | 1,523,094 | |
Lithia Motors Incorporated 144A | 4.38 | 1-15-2031 | 520,000 | 547,300 | |
Lithia Motors Incorporated 144A | 4.63 | 12-15-2027 | 400,000 | 420,000 | |
Lithia Motors Incorporated 144A | 5.25 | 8-1-2025 | 4,200,000 | 4,336,500 | |
NMG Holding Company Incorporated 144A | 7.13 | 4-1-2026 | 1,935,000 | 1,979,273 | |
Rent-A-Center Incorporated 144A | 6.38 | 2-15-2029 | 515,000 | 558,507 | |
Sonic Automotive Incorporated | 6.13 | 3-15-2027 | 2,699,000 | 2,813,708 | |
14,492,347 | |||||
Textiles, apparel & luxury goods: 0.28% | |||||
The William Carter Company 144A | 5.50 | 5-15-2025 | 400,000 | 422,732 | |
The William Carter Company 144A | 5.63 | 3-15-2027 | 1,050,000 | 1,103,813 | |
1,526,545 | |||||
Consumer staples: 1.68% | |||||
Beverages: 0.21% | |||||
Primo Water Holdings Incorporated 144A | 5.50 | 4-1-2025 | 1,125,000 | 1,156,185 | |
Food & staples retailing: 0.21% | |||||
PetSmart Incorporated 144A | 4.75 | 2-15-2028 | 560,000 | 577,500 | |
PetSmart Incorporated 144A | 7.75 | 2-15-2029 | 560,000 | 606,743 | |
1,184,243 | |||||
Food products: 1.26% | |||||
CHS Incorporated 144A | 6.00 | 1-15-2029 | 125,000 | 131,583 | |
CHS Incorporated 144A | 6.88 | 4-15-2029 | 3,835,000 | 4,007,575 | |
Kraft Heinz Foods Company | 4.38 | 6-1-2046 | 2,645,000 | 2,834,655 | |
6,973,813 | |||||
Energy: 21.06% | |||||
Energy equipment & services: 3.87% | |||||
Bristow Group Incorporated ♦† | 6.25 | 10-15-2022 | 9,325,000 | 0 | |
Bristow Group Incorporated | 6.88 | 3-1-2028 | 4,820,000 | 4,886,275 | |
Hilcorp Energy Company 144A | 5.75 | 2-1-2029 | 835,000 | 849,613 | |
Hilcorp Energy Company 144A | 6.00 | 2-1-2031 | 835,000 | 860,050 | |
Hilcorp Energy Company 144A | 6.25 | 11-1-2028 | 1,450,000 | 1,505,057 | |
Oceaneering International Incorporated | 4.65 | 11-15-2024 | 300,000 | 292,875 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Energy equipment & services (continued) | |||||
Oceaneering International Incorporated | 6.00% | 2-1-2028 | $ 4,050,000 | $ 3,957,660 | |
Pattern Energy Operations LP 144A | 4.50 | 8-15-2028 | 6,750,000 | 6,834,375 | |
USA Compression Partners LP | 6.88 | 4-1-2026 | 2,150,000 | 2,254,684 | |
21,440,589 | |||||
Oil, gas & consumable fuels: 17.19% | |||||
Aethon United 144A | 8.25 | 2-15-2026 | 3,555,000 | 3,779,214 | |
Antero Resources Corporation | 5.00 | 3-1-2025 | 4,200,000 | 4,263,000 | |
Antero Resources Corporation 144A | 8.38 | 7-15-2026 | 555,000 | 623,198 | |
Archrock Partners LP 144A | 6.25 | 4-1-2028 | 1,785,000 | 1,866,050 | |
Archrock Partners LP 144A | 6.88 | 4-1-2027 | 1,375,000 | 1,462,656 | |
Buckeye Partners LP | 5.85 | 11-15-2043 | 2,375,000 | 2,337,903 | |
Cheniere Energy Partners LP | 4.50 | 10-1-2029 | 1,075,000 | 1,122,031 | |
Cheniere Energy Partners LP | 5.63 | 10-1-2026 | 1,325,000 | 1,381,313 | |
DCP Midstream Operating Company | 5.13 | 5-15-2029 | 5,000,000 | 5,337,500 | |
Encino Acquisition Partners Company 144A | 8.50 | 5-1-2028 | 3,940,000 | 3,860,097 | |
EnLink Midstream LLC | 5.38 | 6-1-2029 | 5,850,000 | 5,850,000 | |
EnLink Midstream Partners LP | 4.40 | 4-1-2024 | 900,000 | 922,806 | |
EnLink Midstream Partners LP | 5.05 | 4-1-2045 | 3,350,000 | 2,755,375 | |
EnLink Midstream Partners LP | 5.60 | 4-1-2044 | 2,196,000 | 1,894,050 | |
EnLink Midstream Partners LP 144A | 5.63 | 1-15-2028 | 525,000 | 542,719 | |
Enviva Partners LP 144A | 6.50 | 1-15-2026 | 6,275,000 | 6,580,906 | |
Harvest Midstream LP 144A | 7.50 | 9-1-2028 | 1,935,000 | 2,084,963 | |
Murphy Oil Corporation | 5.75 | 8-15-2025 | 360,000 | 368,206 | |
Murphy Oil Corporation | 5.88 | 12-1-2027 | 400,000 | 402,000 | |
Murphy Oil Corporation | 6.38 | 7-15-2028 | 1,665,000 | 1,689,975 | |
New Fortress Energy Incorporated 144A | 6.50 | 9-30-2026 | 3,625,000 | 3,698,696 | |
Occidental Petroleum Corporation | 4.63 | 6-15-2045 | 4,550,000 | 4,117,750 | |
Occidental Petroleum Corporation | 6.20 | 3-15-2040 | 1,425,000 | 1,514,063 | |
Occidental Petroleum Corporation | 6.45 | 9-15-2036 | 9,630,000 | 10,942,088 | |
Occidental Petroleum Corporation | 6.60 | 3-15-2046 | 1,215,000 | 1,339,538 | |
Range Resources Corporation 144A | 8.25 | 1-15-2029 | 555,000 | 602,047 | |
Range Resources Corporation | 9.25 | 2-1-2026 | 3,225,000 | 3,541,308 | |
Rockies Express Pipeline LLC 144A | 6.88 | 4-15-2040 | 2,000,000 | 2,147,500 | |
Rockies Express Pipeline LLC 144A | 7.50 | 7-15-2038 | 1,150,000 | 1,276,500 | |
Southwestern Energy Company | 7.50 | 4-1-2026 | 750,000 | 793,275 | |
Southwestern Energy Company | 7.75 | 10-1-2027 | 2,650,000 | 2,848,565 | |
Southwestern Energy Company | 8.38 | 9-15-2028 | 1,510,000 | 1,659,067 | |
Tallgrass Energy Partners LP 144A | 5.50 | 9-15-2024 | 2,786,000 | 2,838,238 | |
Tallgrass Energy Partners LP 144A | 6.00 | 12-31-2030 | 3,495,000 | 3,503,738 | |
Western Midstream Operating LP | 5.30 | 2-1-2030 | 1,860,000 | 2,029,725 | |
Western Midstream Operating LP | 5.30 | 3-1-2048 | 3,181,000 | 3,260,557 | |
Western Midstream Operating LP | 6.50 | 2-1-2050 | 150,000 | 169,724 | |
95,406,341 | |||||
Financials: 11.01% | |||||
Capital markets: 0.62% | |||||
Oppenheimer Holdings Incorporated | 5.50 | 10-1-2025 | 3,320,000 | 3,444,500 | |
Consumer finance: 5.09% | |||||
FirstCash Incorporated 144A | 4.63 | 9-1-2028 | 1,230,000 | 1,263,825 | |
Ford Motor Credit Company LLC | 4.00 | 11-13-2030 | 910,000 | 929,338 | |
Ford Motor Credit Company LLC | 4.39 | 1-8-2026 | 4,200,000 | 4,483,500 | |
Ford Motor Credit Company LLC | 5.11 | 5-3-2029 | 5,825,000 | 6,362,065 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Consumer finance (continued) | |||||
Ford Motor Credit Company LLC | 5.13% | 6-16-2025 | $ 850,000 | $ 928,540 | |
Hawaiian Brand Intellectual Property Limited 144A | 5.75 | 1-20-2026 | 6,950,000 | 7,340,938 | |
Springleaf Finance Corporation | 5.38 | 11-15-2029 | 1,975,000 | 2,130,057 | |
Springleaf Finance Corporation | 6.63 | 1-15-2028 | 350,000 | 398,125 | |
Springleaf Finance Corporation | 7.13 | 3-15-2026 | 2,450,000 | 2,863,438 | |
Springleaf Finance Corporation | 8.25 | 10-1-2023 | 1,342,000 | 1,518,138 | |
28,217,964 | |||||
Diversified financial services: 0.44% | |||||
LPL Holdings Incorporated | 4.63 | 11-15-2027 | 575,000 | 599,438 | |
United Shore Financial Services LLC 144A | 5.50 | 11-15-2025 | 1,801,000 | 1,870,789 | |
2,470,227 | |||||
Insurance: 1.89% | |||||
Amwins Group Incorporated | 7.75 | 7-1-2026 | 3,945,000 | 4,186,631 | |
Broadstreet Partners Incorporated 144A | 5.88 | 4-15-2029 | 2,140,000 | 2,172,528 | |
Genworth Mortgage Holding 144A | 6.50 | 8-15-2025 | 1,155,000 | 1,254,226 | |
HUB International Limited 144A | 7.00 | 5-1-2026 | 1,475,000 | 1,528,203 | |
USI Incorporated 144A | 6.88 | 5-1-2025 | 1,325,000 | 1,346,531 | |
10,488,119 | |||||
Mortgage REITs: 1.23% | |||||
Blackstone Mortgage Trust Incorporated | 4.38 | 5-5-2022 | 1,245,000 | 1,273,760 | |
Starwood Property Trust Incorporated | 4.75 | 3-15-2025 | 2,135,000 | 2,223,133 | |
Starwood Property Trust Incorporated | 5.00 | 12-15-2021 | 1,165,000 | 1,176,068 | |
Starwood Property Trust Incorporated 144A | 5.50 | 11-1-2023 | 2,035,000 | 2,136,750 | |
6,809,711 | |||||
Thrifts & mortgage finance: 1.74% | |||||
Ladder Capital Finance Holdings LP 144A | 4.25 | 2-1-2027 | 575,000 | 564,518 | |
Ladder Capital Finance Holdings LP 144A | 5.25 | 3-15-2022 | 625,000 | 627,344 | |
Ladder Capital Finance Holdings LP 144A | 5.25 | 10-1-2025 | 4,800,000 | 4,848,000 | |
United Wholesale Mortgage LLC 144A | 5.50 | 4-15-2029 | 3,690,000 | 3,626,458 | |
9,666,320 | |||||
Health care: 7.46% | |||||
Health care equipment & supplies: 0.55% | |||||
Surgery Center Holdings Incorporated 144A | 6.75 | 7-1-2025 | 3,025,000 | 3,066,594 | |
Health care providers & services: 5.00% | |||||
AdaptHealth LLC | 4.63 | 8-1-2029 | 720,000 | 715,975 | |
Air Methods Corporation | 8.00 | 5-15-2025 | 1,860,000 | 1,743,722 | |
Centene Corporation 144A | 5.38 | 8-15-2026 | 350,000 | 367,150 | |
CHS Incorporated 144A | 6.63 | 2-15-2025 | 3,380,000 | 3,561,675 | |
Davita Incorporated 144A | 4.63 | 6-1-2030 | 1,625,000 | 1,645,313 | |
Encompass Health Corporation | 4.50 | 2-1-2028 | 600,000 | 621,750 | |
Encompass Health Corporation | 4.75 | 2-1-2030 | 550,000 | 577,500 | |
Encompass Health Corporation | 4.63 | 4-1-2031 | 520,000 | 551,200 | |
HealthSouth Corporation | 5.75 | 9-15-2025 | 1,725,000 | 1,783,219 | |
Magellan Health Incorporated | 4.90 | 9-22-2024 | 990,000 | 1,079,100 | |
MPT Operating Partnership LP | 4.63 | 8-1-2029 | 875,000 | 926,406 | |
MPT Operating Partnership LP | 5.00 | 10-15-2027 | 2,275,000 | 2,394,438 | |
MPT Operating Partnership LP | 5.25 | 8-1-2026 | 3,200,000 | 3,300,000 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Health care providers & services (continued) | |||||
Select Medical Corporation 144A | 6.25% | 8-15-2026 | $ 2,625,000 | $ 2,790,992 | |
Tenet Healthcare Corporation 144A | 4.63 | 6-15-2028 | 425,000 | 439,127 | |
Tenet Healthcare Corporation 144A | 4.88 | 1-1-2026 | 2,950,000 | 3,065,050 | |
Tenet Healthcare Corporation 144A | 5.13 | 11-1-2027 | 650,000 | 681,720 | |
Tenet Healthcare Corporation 144A | 6.25 | 2-1-2027 | 625,000 | 655,469 | |
Tenet Healthcare Corporation 144A | 7.50 | 4-1-2025 | 400,000 | 431,000 | |
Vizient Incorporated 144A | 6.25 | 5-15-2027 | 375,000 | 397,215 | |
27,728,021 | |||||
Health care technology: 1.20% | |||||
Change Healthcare Holdings Incorporated 144A | 5.75 | 3-1-2025 | 6,550,000 | 6,656,438 | |
Life sciences tools & services: 0.29% | |||||
Ortho-Clinical Diagnostics Incorporated 144A | 7.25 | 2-1-2028 | 270,000 | 296,190 | |
Ortho-Clinical Diagnostics Incorporated 144A | 7.38 | 6-1-2025 | 1,191,000 | 1,283,303 | |
1,579,493 | |||||
Pharmaceuticals: 0.42% | |||||
Bausch Health Companies Incorporated | 6.25 | 2-15-2029 | 1,300,000 | 1,374,750 | |
Bausch Health Companies Incorporated 144A | 7.00 | 3-15-2024 | 935,000 | 958,375 | |
2,333,125 | |||||
Industrials: 15.06% | |||||
Aerospace & defense: 2.14% | |||||
RBS Global & Rexnord LLC 144A | 4.88 | 12-15-2025 | 1,175,000 | 1,201,191 | |
Signature Aviation US Holdings Incorporated 144A | 4.00 | 3-1-2028 | 1,625,000 | 1,637,188 | |
Signature Aviation US Holdings Incorporated 144A | 5.38 | 5-1-2026 | 4,350,000 | 4,447,788 | |
Spirit AeroSystems Holdings Incorporated | 4.60 | 6-15-2028 | 1,925,000 | 1,881,688 | |
Spirit AeroSystems Holdings Incorporated 144A | 5.50 | 1-15-2025 | 910,000 | 962,325 | |
TransDigm Incorporated 144A | 6.25 | 3-15-2026 | 1,650,000 | 1,746,938 | |
11,877,118 | |||||
Airlines: 6.56% | |||||
American Airlines Group Incorporated 144A | 3.75 | 3-1-2025 | 1,740,000 | 1,529,025 | |
American Airlines Group Incorporated 144A | 5.50 | 4-20-2026 | 3,750,000 | 3,937,500 | |
American Airlines Group Incorporated 144A | 5.75 | 4-20-2029 | 7,025,000 | 7,527,288 | |
Delta Air Lines Incorporated | 3.75 | 10-28-2029 | 1,985,000 | 1,977,103 | |
Delta Air Lines Incorporated 144A | 4.75 | 10-20-2028 | 8,085,000 | 8,878,326 | |
Hawaiian Airlines Incorporated | 3.90 | 7-15-2027 | 1,293,421 | 1,268,183 | |
Mileage Plus Holdings LLC 144A | 6.50 | 6-20-2027 | 6,400,000 | 7,024,000 | |
United Airlines Incorporated 144A | 4.63 | 4-15-2029 | 2,875,000 | 2,987,700 | |
United Airlines Pass-Through Trust Certificates Series 2020-1 Class B | 4.88 | 7-15-2027 | 1,193,715 | 1,246,601 | |
36,375,726 | |||||
Commercial services & supplies: 2.15% | |||||
Corecivic Incorporated | 8.25 | 4-15-2026 | 3,220,000 | 3,236,100 | |
Covanta Holding Corporation | 5.88 | 7-1-2025 | 1,500,000 | 1,564,125 | |
IAA Spinco Incorporated 144A | 5.50 | 6-15-2027 | 3,650,000 | 3,837,063 | |
Plastipak Holdings Incorporated 144A | 6.25 | 10-15-2025 | 3,225,000 | 3,313,688 | |
11,950,976 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Electrical equipment: 0.20% | |||||
Sensata Technologies BV 144A | 4.00% | 4-15-2029 | $ 1,105,000 | $ 1,111,851 | |
Machinery: 1.61% | |||||
Meritor Incorporated 144A | 4.50 | 12-15-2028 | 1,765,000 | 1,787,063 | |
Stevens Holding Company Incorporated 144A | 6.13 | 10-1-2026 | 3,600,000 | 3,870,000 | |
Werner FinCo LP 144A | 8.75 | 7-15-2025 | 3,125,000 | 3,292,969 | |
8,950,032 | |||||
Road & rail: 0.90% | |||||
Uber Technologies Incorporated 144A | 8.00 | 11-1-2026 | 4,600,000 | 4,978,120 | |
Trading companies & distributors: 1.50% | |||||
Fortress Transportation & Infrastructure Investors LLC 144A | 5.50 | 5-1-2028 | 3,880,000 | 4,020,650 | |
Fortress Transportation & Infrastructure Investors LLC 144A | 6.50 | 10-1-2025 | 3,660,000 | 3,806,400 | |
Fortress Transportation & Infrastructure Investors LLC 144A | 9.75 | 8-1-2027 | 443,000 | 511,665 | |
8,338,715 | |||||
Information technology: 6.89% | |||||
Communications equipment: 0.88% | |||||
CommScope Incorporated 144A | 8.25 | 3-1-2027 | 3,220,000 | 3,449,425 | |
CommScope Technologies Finance LLC 144A | 6.00 | 6-15-2025 | 1,388,000 | 1,412,290 | |
4,861,715 | |||||
IT services: 1.62% | |||||
Cardtronics Incorporated | 5.50 | 5-1-2025 | 5,440,000 | 5,589,600 | |
Flexential Intermediate Corporation 144A | 11.25 | 8-1-2024 | 1,510,000 | 1,630,800 | |
Sabre GLBL Incorporated 144A | 9.25 | 4-15-2025 | 1,500,000 | 1,792,500 | |
9,012,900 | |||||
Software: 1.96% | |||||
Fair Isaac Corporation 144A | 5.25 | 5-15-2026 | 2,450,000 | 2,719,500 | |
IQVIA Incorporated 144A | 5.00 | 5-15-2027 | 725,000 | 758,531 | |
Logan Merger Sub Incorporated 144A | 5.50 | 9-1-2027 | 850,000 | 885,921 | |
MPH Acquisition Holdings LLC 144A | 5.75 | 11-1-2028 | 3,680,000 | 3,628,811 | |
NortonLifeLock Incorporated 144A | 5.00 | 4-15-2025 | 1,150,000 | 1,164,858 | |
SS&C Technologies Incorporated 144A | 5.50 | 9-30-2027 | 1,625,000 | 1,726,359 | |
10,883,980 | |||||
Technology hardware, storage & peripherals: 2.43% | |||||
Dell International LLC 144A | 7.13 | 6-15-2024 | 10,175,000 | 10,448,708 | |
NCR Corporation 144A | 5.13 | 4-15-2029 | 595,000 | 612,106 | |
NCR Corporation 144A | 6.13 | 9-1-2029 | 1,825,000 | 1,984,688 | |
NCR Corporation 144A | 8.13 | 4-15-2025 | 400,000 | 436,000 | |
13,481,502 | |||||
Materials: 4.82% | |||||
Containers & packaging: 2.47% | |||||
Berry Global Incorporated 144A | 5.63 | 7-15-2027 | 350,000 | 372,750 | |
Crown Cork & Seal Company Incorporated | 7.38 | 12-15-2026 | 3,475,000 | 4,222,125 | |
Flex Acquisition Company Incorporated 144A | 6.88 | 1-15-2025 | 2,700,000 | 2,743,875 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Containers & packaging (continued) | |||||
Flex Acquisition Company Incorporated 144A | 7.88% | 7-15-2026 | $ 1,495,000 | $ 1,564,144 | |
Owens-Brockway Packaging Incorporated 144A | 5.88 | 8-15-2023 | 1,300,000 | 1,407,250 | |
Owens-Brockway Packaging Incorporated 144A | 6.38 | 8-15-2025 | 750,000 | 831,563 | |
Sealed Air Corporation 144A | 5.13 | 12-1-2024 | 2,350,000 | 2,558,563 | |
13,700,270 | |||||
Metals & mining: 1.36% | |||||
Arches Buyer Incorporated 144A | 4.25 | 6-1-2028 | 465,000 | 463,256 | |
Arches Buyer Incorporated | 6.13 | 12-1-2028 | 1,270,000 | 1,301,750 | |
Cleveland Cliffs Incorporated 144A | 4.88 | 3-1-2031 | 685,000 | 696,988 | |
Cleveland Cliffs Incorporated | 5.88 | 6-1-2027 | 1,530,000 | 1,604,588 | |
Cleveland Cliffs Incorporated 144A | 9.88 | 10-17-2025 | 1,036,000 | 1,216,005 | |
Indalex Holdings Corporation ♦† | 11.50 | 2-1-2021 | 5,646,283 | 0 | |
Kaiser Aluminum Corporation 144A | 4.63 | 3-1-2028 | 800,000 | 822,000 | |
Kaiser Aluminum Corporation 144A | 6.50 | 5-1-2025 | 550,000 | 583,000 | |
Novelis Corporation 144A | 5.88 | 9-30-2026 | 850,000 | 886,712 | |
7,574,299 | |||||
Paper & forest products: 0.99% | |||||
Clearwater Paper Corporation 144A | 5.38 | 2-1-2025 | 798,000 | 845,880 | |
Clearwater Paper Corporation 144A | 4.75 | 8-15-2028 | 665,000 | 670,034 | |
Vertical US Newco Incorporated 144A | 5.25 | 7-15-2027 | 3,775,000 | 3,951,972 | |
5,467,886 | |||||
Real estate: 1.59% | |||||
Equity REITs: 1.59% | |||||
Service Properties Trust Company | 3.95 | 1-15-2028 | 1,860,000 | 1,720,500 | |
Service Properties Trust Company | 4.38 | 2-15-2030 | 1,425,000 | 1,325,250 | |
Service Properties Trust Company | 4.75 | 10-1-2026 | 675,000 | 658,125 | |
Service Properties Trust Company | 4.95 | 2-15-2027 | 1,850,000 | 1,817,681 | |
Service Properties Trust Company | 5.25 | 2-15-2026 | 1,050,000 | 1,051,491 | |
Service Properties Trust Company | 7.50 | 9-15-2025 | 550,000 | 623,376 | |
The Geo Group Incorporated | 5.88 | 10-15-2024 | 2,050,000 | 1,646,253 | |
8,842,676 | |||||
Utilities: 4.46% | |||||
Electric utilities: 1.47% | |||||
NextEra Energy Operating Partners LP 144A | 4.25 | 7-15-2024 | 2,150,000 | 2,279,000 | |
NextEra Energy Operating Partners LP 144A | 4.25 | 9-15-2024 | 32,000 | 33,800 | |
NextEra Energy Operating Partners LP 144A | 4.50 | 9-15-2027 | 3,450,000 | 3,724,344 | |
PG&E Corporation | 5.00 | 7-1-2028 | 475,000 | 497,563 | |
PG&E Corporation | 5.25 | 7-1-2030 | 1,525,000 | 1,627,938 | |
8,162,645 | |||||
Independent power & renewable electricity producers: 2.99% | |||||
NSG Holdings LLC 144A | 7.75 | 12-15-2025 | 5,448,048 | 5,802,171 | |
TerraForm Power Operating LLC 144A | 4.25 | 1-31-2023 | 5,225,000 | 5,362,156 | |
TerraForm Power Operating LLC 144A | 4.75 | 1-15-2030 | 1,000,000 | 1,041,250 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Independent
power & renewable electricity producers (continued) |
|||||
TerraForm Power Operating LLC 144A | 5.00% | 1-31-2028 | $ 2,250,000 | $ 2,413,125 | |
Vistra Operations Company LLC 144A | 5.63 | 2-15-2027 | 1,900,000 | 1,976,000 | |
16,594,702 | |||||
Total Corporate bonds and notes (Cost $559,613,872) | 591,253,328 | ||||
Loans: 12.76% | |||||
Communication services: 1.21% | |||||
Diversified telecommunication services: 0.09% | |||||
Frontier Communications Corporation (1 Month LIBOR +3.75%)<± | 4.25 | 10-8-2027 | 240,832 | 239,827 | |
Frontier Communications Corporation (1 Month LIBOR +3.75%)± | 4.50 | 10-8-2027 | 269,168 | 268,046 | |
Intelsat Jackson Holdings SA 2020 Debtor-in-Possession Term Loan (1 Month LIBOR +5.50%)± | 6.50 | 7-13-2022 | 10,085 | 10,186 | |
518,059 | |||||
Media: 0.93% | |||||
Clear Channel Outdoor Holdings (1 Month LIBOR +3.50%)± | 3.69 | 8-21-2026 | 2,403,899 | 2,326,445 | |
Diamond Sports Group LLC (1 Month LIBOR +3.25%)± | 3.37 | 8-24-2026 | 384,025 | 273,618 | |
Hubbard Radio LLC (3 Month LIBOR +4.25%)<± | 5.25 | 3-28-2025 | 2,567,956 | 2,533,725 | |
5,133,788 | |||||
Wireless telecommunication services: 0.19% | |||||
Consolidated Communications Holdings Incorporated (1 Month LIBOR +3.50%)<± | 4.25 | 10-2-2027 | 1,047,000 | 1,044,383 | |
Consumer discretionary: 1.00% | |||||
Distributors: 0.11% | |||||
Spin Holdco Incorporated (1 Month LIBOR +4.00%)± | 4.75 | 3-1-2028 | 585,000 | 582,256 | |
Hotels, restaurants & leisure: 0.22% | |||||
Carnival Corporation (1 Month LIBOR +7.50%)± | 8.50 | 6-30-2025 | 545,875 | 561,569 | |
CCM Merger Incorporated (1 Month LIBOR +3.75%)± | 4.50 | 11-4-2025 | 662,582 | 662,999 | |
1,224,568 | |||||
Specialty retail: 0.67% | |||||
Great Outdoors Group LLC (1 Month LIBOR +4.25%)<± | 5.00 | 3-6-2028 | 2,329,175 | 2,337,187 | |
Rent-A-Center Incorporated (3 Month LIBOR +4.00%)± | 4.75 | 2-17-2028 | 1,375,000 | 1,383,016 | |
3,720,203 | |||||
Consumer staples: 0.21% | |||||
Food & staples retailing: 0.21% | |||||
PetSmart Incorporated (1 Month LIBOR +3.75%)± | 4.50 | 2-12-2028 | 1,190,000 | 1,192,380 | |
Energy: 0.33% | |||||
Oil, gas & consumable fuels: 0.33% | |||||
AL NGPL Holdings LLC (1 Month LIBOR +3.75%)‡<± | 4.75 | 4-9-2028 | 1,830,000 | 1,828,865 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Financials: 2.97% | |||||
Capital markets: 0.56% | |||||
Nexus Buyer LLC (1 Month LIBOR +3.75%)<± | 3.86% | 11-9-2026 | $ 1,656,556 | $ 1,647,926 | |
VFH Parent LLC (1 Month LIBOR +3.00%)± | 3.12 | 3-1-2026 | 1,477,564 | 1,473,559 | |
3,121,485 | |||||
Diversified financial services: 2.01% | |||||
Mallinckrodt International Finance SA (3 Month LIBOR +4.75%)<± | 3.50 | 9-24-2024 | 3,663,165 | 3,550,968 | |
Resolute Investment Managers Incorporated (1 Month LIBOR +3.75%)‡<± | 4.75 | 4-30-2024 | 563,456 | 562,752 | |
Resolute Investment Managers Incorporated (1 Month LIBOR +8.00%)‡± | 9.00 | 4-30-2025 | 2,110,000 | 2,099,450 | |
Russell Investments US Institutional Holdco Incorporated (1 Month LIBOR +3.00%)<± | 4.00 | 5-30-2025 | 2,780,000 | 2,748,725 | |
Stonepeak Lonestar Holdings LLC (1 Month LIBOR +4.50%)± | 4.69 | 10-19-2026 | 2,192,419 | 2,193,975 | |
11,155,870 | |||||
Insurance: 0.40% | |||||
HUB International Limited (1 Month LIBOR +3.25%)± | 4.00 | 4-25-2025 | 1,691,261 | 1,688,623 | |
USI Incorporated (1 Month LIBOR +3.25%)± | 3.45 | 12-2-2026 | 532,654 | 527,423 | |
2,216,046 | |||||
Health care: 1.24% | |||||
Health care equipment & supplies: 0.40% | |||||
Surgery Center Holdings Incorporated (3 Month LIBOR +3.25%)<± | 4.25 | 9-3-2024 | 2,239,199 | 2,229,750 | |
Health care providers & services: 0.58% | |||||
Medrisk Incorporated (1 Month LIBOR +3.75%)<± | 4.50 | 4-1-2028 | 775,000 | 770,800 | |
National Mentor Holdings Incorporated (1 Month LIBOR +3.75%)± | 1.88 | 3-2-2028 | 233,790 | 233,400 | |
National Mentor Holdings Incorporated (1 Month LIBOR +3.75%)± | 4.50 | 2-18-2028 | 2,125,364 | 2,121,815 | |
National Mentor Holdings Incorporated (1 Month LIBOR +3.75%)± | 4.50 | 2-18-2028 | 70,845 | 70,727 | |
3,196,742 | |||||
Health care technology: 0.26% | |||||
Project Ruby Ultimate Parent Corporation (1 Month LIBOR +3.25%)± | 4.00 | 3-3-2028 | 1,470,000 | 1,458,975 | |
Industrials: 2.77% | |||||
Airlines: 1.59% | |||||
JetBlue Airways Corporation (1 Month LIBOR +5.25%)<± | 6.25 | 6-17-2024 | 2,961,538 | 3,037,680 | |
Mileage Plus Holdings LLC (1 Month LIBOR +5.25%)± | 6.25 | 6-21-2027 | 4,055,000 | 4,324,374 | |
United Airlines Incorporated (3 Month LIBOR +3.75%)<± | 4.50 | 4-13-2028 | 930,000 | 940,295 | |
WestJet Airlines Limited (3 Month LIBOR +3.00%)± | 4.00 | 12-11-2026 | 518,687 | 501,020 | |
8,803,369 | |||||
Industrial conglomerates: 0.51% | |||||
Werner Finco LP (3 Month LIBOR +4.00%)‡± | 5.00 | 7-24-2024 | 2,827,674 | 2,813,536 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Machinery: 0.12% | |||||
Alliance Laundry Systems LLC (1 Month LIBOR +3.50%)± | 4.25% | 10-8-2027 | $ 663,338 | $ 662,853 | |
Professional services: 0.29% | |||||
The Dun & Bradstreet Corporation (1 Month LIBOR +3.25%)± | 3.36 | 2-6-2026 | 1,651,690 | 1,641,879 | |
Road & rail: 0.26% | |||||
Uber Technologies Incorporated (1 Month LIBOR +3.50%)± | 3.61 | 4-4-2025 | 1,436,308 | 1,434,254 | |
Information technology: 1.67% | |||||
IT services: 1.09% | |||||
Fiserv Investment Solutions Incorporated (1 Month LIBOR +4.00%)± | 4.19 | 2-18-2027 | 719,873 | 720,176 | |
Flexential Intermediate Corporation (3 Month LIBOR +3.50%)± | 3.70 | 8-1-2024 | 494,872 | 459,083 | |
Flexential Intermediate Corporation (3 Month LIBOR +7.25%)± | 7.43 | 8-1-2025 | 3,125,000 | 2,699,875 | |
Sabre GLBL Incorporated (1 Month LIBOR +4.00%)<± | 4.75 | 12-17-2027 | 2,159,588 | 2,176,130 | |
6,055,264 | |||||
Software: 0.58% | |||||
Emerald Topco Incorporated (1 Month LIBOR +3.50%)± | 3.61 | 7-24-2026 | 2,117,750 | 2,097,102 | |
I-Logic Technologies Bidco Limited (1 Month LIBOR +4.00%)± | 4.50 | 2-16-2028 | 1,110,000 | 1,110,000 | |
3,207,102 | |||||
Materials: 0.72% | |||||
Containers & packaging: 0.37% | |||||
Flex Acquisition Company Incorporated (1 Month LIBOR +3.50%)± | 4.00 | 2-23-2028 | 1,614,000 | 1,595,617 | |
Reynolds Group Holdings Incorporated (1 Month LIBOR +3.25%)± | 2.86 | 2-5-2023 | 446,261 | 445,083 | |
2,040,700 | |||||
Paper & forest products: 0.35% | |||||
Clearwater Paper Corporation (1 Month LIBOR +3.00%)‡± | 3.13 | 7-26-2026 | 204,646 | 204,646 | |
Vertical US Newco Incorporated (1 Month LIBOR +4.25%)± | 4.48 | 7-30-2027 | 1,761,161 | 1,763,363 | |
1,968,009 | |||||
Utilities: 0.64% | |||||
Electric utilities: 0.64% | |||||
ExGen Renewables IV LLC (1 Month LIBOR +2.75%)± | 3.75 | 12-15-2027 | 3,546,113 | 3,545,226 | |
Total Loans (Cost $69,681,627) | 70,795,562 |
Expiration
date |
Shares | Value | |||
Warrants: 0.10% | |||||
Energy: 0.10% | |||||
Oil, gas & consumable fuels: 0.10% | |||||
Denbury Incorporated † | 9-18-2025 | 19,979 | $ 543,229 | ||
Total Warrants (Cost $314,574) | 543,229 |
Interest
rate |
Maturity
date |
Principal | |||
Yankee corporate bonds and notes: 9.67% | |||||
Communication services: 2.28% | |||||
Diversified telecommunication services: 0.98% | |||||
Intelsat Jackson Holdings SA † | 5.50% | 8-1-2023 | $ 8,490,000 | 5,194,904 | |
Intelsat Jackson Holdings SA 144A | 8.00 | 2-15-2024 | 225,000 | 232,594 | |
5,427,498 | |||||
Media: 0.85% | |||||
Nielsen Holding and Finance BV 144A | 5.00 | 2-1-2025 | 4,000,000 | 4,105,000 | |
Virgin Media Finance plc 144A | 5.00 | 7-15-2030 | 625,000 | 623,175 | |
4,728,175 | |||||
Wireless telecommunication services: 0.45% | |||||
Connect U.S. Finco LLC 144A | 6.75 | 10-1-2026 | 1,325,000 | 1,383,631 | |
Telesat Canada 144A | 5.63 | 12-6-2026 | 1,105,000 | 1,110,525 | |
2,494,156 | |||||
Energy: 1.92% | |||||
Oil, gas & consumable fuels: 1.92% | |||||
Baytex Energy Corporation | 5.63 | 6-1-2024 | 3,155,000 | 2,949,925 | |
Baytex Energy Corporation 144A | 8.75 | 4-1-2027 | 4,175,000 | 3,861,875 | |
Griffin Coal Mining Company Limited 144A♦† | 9.50 | 12-1-2016 | 1,396,100 | 0 | |
Griffin Coal Mining Company Limited ♦† | 9.50 | 12-1-2016 | 191,090 | 0 | |
Northriver Midstream Finance LP 144A | 5.63 | 2-15-2026 | 3,735,000 | 3,851,719 | |
10,663,519 | |||||
Health care: 2.37% | |||||
Pharmaceuticals: 2.37% | |||||
Bausch Health Companies Incorporated 144A | 5.25 | 1-30-2030 | 750,000 | 753,750 | |
Bausch Health Companies Incorporated 144A | 5.50 | 11-1-2025 | 925,000 | 953,906 | |
Bausch Health Companies Incorporated 144A | 6.13 | 4-15-2025 | 3,875,000 | 3,956,491 | |
Bausch Health Companies Incorporated 144A | 7.00 | 1-15-2028 | 350,000 | 380,625 | |
Bausch Health Companies Incorporated 144A | 7.25 | 5-30-2029 | 175,000 | 193,916 | |
Bausch Health Companies Incorporated 144A | 8.50 | 1-31-2027 | 925,000 | 1,030,219 | |
Endo Luxembourg Finance I Company SARL 144A | 6.13 | 4-1-2029 | 465,000 | 460,350 | |
Teva Pharmaceutical Finance Netherlands III BV | 6.75 | 3-1-2028 | 4,975,000 | 5,422,750 | |
13,152,007 | |||||
Industrials: 3.03% | |||||
Aerospace & defense: 0.85% | |||||
Bombardier Incorporated | 7.88 | 4-15-2027 | 4,750,000 | 4,738,125 |
Interest
rate |
Maturity
date |
Principal | Value | ||
Commercial services & supplies: 0.90% | |||||
Ritchie Brothers Auctioneers Incorporated 144A | 5.38% | 1-15-2025 | $ 4,875,000 | $ 5,016,375 | |
Electrical equipment: 0.16% | |||||
Sensata Technologies BV 144A | 5.00 | 10-1-2025 | 770,000 | 854,700 | |
Machinery: 0.10% | |||||
Vertical Holdco GmbH 144A | 7.63 | 7-15-2028 | 500,000 | 545,000 | |
Trading companies & distributors: 1.02% | |||||
FLY Leasing Limited | 5.25 | 10-15-2024 | 5,545,000 | 5,655,900 | |
Materials: 0.07% | |||||
Containers & packaging: 0.07% | |||||
Ardagh Packaging Finance plc 144A | 5.25 | 4-30-2025 | 375,000 | 393,281 | |
Total Yankee corporate bonds and notes (Cost $56,100,604) | 53,668,736 |
Yield | Shares | ||||
Short-term investments: 5.86% | |||||
Investment companies: 5.86% | |||||
Wells Fargo Government Money Market Fund Select Class ♠∞## | 0.03 | 32,500,805 | 32,500,805 | ||
Total Short-term investments (Cost $32,500,805) | 32,500,805 | ||||
Total investments in securities (Cost $728,436,185) | 137.70% | 764,096,876 | |||
Other assets and liabilities, net | (37.70) | (209,188,911) | |||
Total net assets | 100.00% | $ 554,907,965 |
† | Non-income-earning security |
144A | The security may be resold in transactions exempt from registration, normally to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933. |
♦ | The security is fair valued in accordance with procedures approved by the Board of Trustees. |
< | All or a portion of the position represents an unfunded loan commitment. The rate represents current interest rate if the loan is partially funded. |
± | Variable rate investment. The rate shown is the rate in effect at period end. |
‡ | Security is valued using significant unobservable inputs. |
## | All or a portion of this security is segregated for when-issued and unfunded loans. |
♠ | The issuer of the security is an affiliate of the Fund as defined in the Investment Company Act of 1940. |
∞ | The rate represents the 7-day annualized yield at period end. |
%% | The security is purchased on a when-issued basis. |
Abbreviations: | |
LIBOR | London Interbank Offered Rate |
REIT | Real estate investment trust |
Value,
beginning of period |
Purchases | Sales
proceeds |
Net
realized gains (losses) |
Net
change in unrealized gains (losses) |
Value,
end of period |
%
of net assets |
Shares,
end of period |
Income
from affiliated securities | |
Short-term investments | |||||||||
Investment companies | |||||||||
Wells Fargo Government Money Market Fund Select Class | $10,523,431 | $288,223,017 | $(266,245,643) | $0 | $0 | $32,500,805 | 5.86% | 32,500,805 | $8,698 |
Assets | |
Investments in unaffiliated securities, at value (cost
$695,935,380) |
$ 731,596,071 |
Investments in affiliated securites, at value (cost
$32,500,805) |
32,500,805 |
Cash |
1,742,006 |
Receivable for
interest |
9,264,378 |
Receivable for investments
sold |
1,852,376 |
Prepaid expenses and other
assets |
112,575 |
Total
assets |
777,068,211 |
Liabilities | |
Secured borrowing
payable |
194,000,000 |
Payable for investments
purchased |
24,080,269 |
Dividends
payable |
3,396,338 |
Advisory fee
payable |
392,744 |
Accrued expenses and other
liabilities |
290,895 |
Total
liabilities |
222,160,246 |
Total net
assets |
$554,907,965 |
Net assets consist of | |
Paid-in
capital |
$ 579,772,340 |
Total distributable
loss |
(24,864,375) |
Total net
assets |
$554,907,965 |
Net asset value per share | |
Based on $554,907,965 divided by 60,586,214 shares issued and outstanding (100,000,000 shares
authorized) |
$9.16 |
Investment income | |
Interest |
$ 39,746,451 |
Income from affiliated
securities |
8,698 |
Dividends |
1,782 |
Total investment
income |
39,756,931 |
Expenses | |
Advisory
fee |
4,265,944 |
Administration
fee |
355,495 |
Custody and accounting
fees |
43,745 |
Professional
fees |
106,726 |
Shareholder report
expenses |
126,702 |
Trustees’ fees and
expenses |
19,512 |
Transfer agent
fees |
49,769 |
Interest
expense |
1,750,610 |
Other fees and
expenses |
36,286 |
Total
expenses |
6,754,789 |
Net investment
income |
33,002,142 |
Realized and unrealized gains (losses) on investments | |
Net realized losses on
investments |
(13,767,887) |
Net change in unrealized gains (losses) on
investments |
118,611,872 |
Net realized and unrealized gains (losses) on
investments |
104,843,985 |
Net increase in net assets resulting from
operations |
$137,846,127 |
Year
ended April 30, 2021 |
Year
ended April 30, 2020 | |
Operations | ||
Net investment
income |
$ 33,002,142 | $ 33,287,459 |
Net realized gains (losses) on
investments |
(13,767,887) | 909,328 |
Net change in unrealized gains (losses) on
investments |
118,611,872 | (78,429,052) |
Net increase (decrease) in net assets resulting from
operations |
137,846,127 | (44,232,265) |
Distributions to shareholders from | ||
Net investment income and net realized
gains |
(34,973,966) | (34,858,334) |
Tax basis return of
capital |
(6,248,837) | (8,760,619) |
Total distributions to
shareholders |
(41,222,803) | (43,618,953) |
Capital share transactions | ||
Cost of shares
repurchased |
(270,774) | (19,928,530) |
Total increase (decrease) in net
assets |
96,352,550 | (107,779,748) |
Net assets | ||
Beginning of
period |
458,555,415 | 566,335,163 |
End of
period |
$554,907,965 | $ 458,555,415 |
Cash flows from operating activities: | |
Net increase in net assets resulting from
operations |
$ 137,846,127 |
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: | |
Purchase of long-term
securities |
(472,257,655) |
Proceeds from the sales of long-term
securities |
453,862,296 |
Amortization |
(1,355,809) |
Purchases and sales of short-term securities,
net |
(21,977,374) |
Decrease in receivable for investments
sold |
2,138,650 |
Increase in receivable for
interest |
(28,679) |
Increase in prepaid expenses and other
assets |
(84,846) |
Increase in payable for investments
purchased |
20,038,356 |
Decrease in trustees’ fees and expenses
payable |
(5,441) |
Increase in advisory fee
payable |
108,789 |
Decrease in administration fee
payable |
(23,663) |
Decrease in accrued expenses and other
liabilities |
(549,370) |
Net realized losses on
investments |
13,767,887 |
Net change in unrealized gains (losses) on
investments |
(118,611,872) |
Net cash provided by operating
activities |
12,867,396 |
Cash flows from financing activities: | |
Increase in secured borrowing
payable |
30,600,000 |
Cost of shares
repurchased |
(270,774) |
Cash distributions
paid |
(41,454,616) |
Net cash used in financing
activities |
(11,125,390) |
Net increase in
cash |
1,742,006 |
Cash (including foreign currency): | |
Beginning of
period |
0 |
End of
period |
$ 1,742,006 |
Supplemental cash disclosure | |
Cash paid for
interest |
$ 2,183,048 |
Year ended April 30 | |||||
2021 | 2020 | 2019 | 2018 | 2017 | |
Net asset value, beginning of
period |
$7.56 | $8.98 | $9.00 | $9.31 | $8.56 |
Net investment
income |
0.54 1 | 0.54 1 | 0.57 1 | 0.60 1 | 0.74 1 |
Net realized and unrealized gains (losses) on
investments |
1.74 | (1.28) | (0.02) | (0.23) | 0.81 |
Total from investment
operations |
2.28 | (0.74) | 0.55 | 0.37 | 1.55 |
Distributions to shareholders from | |||||
Net investment
income |
(0.58) | (0.57) | (0.59) | (0.62) | (0.79) |
Tax basis return of
capital |
(0.10) | (0.14) | (0.09) | (0.06) | (0.01) |
Total distributions to
shareholders |
(0.68) | (0.71) | (0.68) | (0.68) | (0.80) |
Anti-dilutive effect of shares
repurchased |
0.00 2 | 0.03 | 0.11 | 0.00 2 | 0.00 2 |
Net asset value, end of
period |
$9.16 | $7.56 | $8.98 | $9.00 | $9.31 |
Market value, end of
period |
$8.64 | $6.81 | $8.09 | $8.07 | $8.64 |
Total return based on market
value3 |
38.39% | (7.91)% | 9.29% | 1.24% | 22.55% |
Ratios to average net assets (annualized) | |||||
Gross
expenses4 |
1.29% | 2.16% | 2.15% | 1.68% | 1.40% |
Net
expenses4 |
1.29% | 2.16% | 2.12% | 1.63% | 1.23% |
Net investment
income4 |
6.27% | 6.21% | 6.38% | 6.53% | 8.15% |
Supplemental data | |||||
Portfolio turnover
rate |
61% | 30% | 16% | 33% | 43% |
Net assets, end of period (000s
omitted) |
$554,908 | $458,555 | $566,335 | $620,863 | $656,517 |
Borrowings outstanding, end of period (000s
omitted) |
$194,000 | $163,400 | $231,027 | $230,000 | $230,000 |
Asset coverage per $1,000 of borrowing, end of
period |
$3,860 | $3,806 | $3,451 | $3,699 | $3,854 |
1 | Calculated based upon average shares outstanding |
2 | Amount is less than $0.005. |
3 | Total return is calculated assuming a purchase of common stock on the first day and a sale on the last day of the period reported. Dividends and distributions, if any, are assumed for purposes of these calculations to be reinvested at prices obtained under the Fund’s Automatic Dividend Reinvestment Plan. Total return does not reflect brokerage commissions that a shareholder would pay on the purchase and sale of shares. |
4 | Ratios include interest expense associated with borrowings and/or leverage transactions as follows: |
Year ended April 30, 2021 | 0.33% |
Year ended April 30, 2020 | 1.17% |
Year ended April 30, 2019 | 1.19% |
Year ended April 30, 2018 | 0.74% |
Year ended April 30, 2017 | 0.48% |
Gross unrealized gains | $ 47,036,878 |
Gross unrealized losses | (14,098,337) |
Net unrealized gains | $ 32,938,541 |
■ | Level 1 – quoted prices in active markets for identical securities |
■ | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
■ | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Quoted
prices (Level 1) |
Other
significant observable inputs (Level 2) |
Significant
unobservable inputs (Level 3) |
Total | |
Assets | ||||
Investments in: | ||||
Common stocks | ||||
Energy | $ 15,335,216 | $ 0 | $ 0 | $ 15,335,216 |
Corporate bonds and notes | 0 | 591,253,328 | 0 | 591,253,328 |
Loans | 0 | 63,286,313 | 7,509,249 | 70,795,562 |
Warrants | ||||
Energy | 0 | 543,229 | 0 | 543,229 |
Yankee corporate bonds and notes | 0 | 53,668,736 | 0 | 53,668,736 |
Short-term investments | ||||
Investment companies | 32,500,805 | 0 | 0 | 32,500,805 |
Total assets | $47,836,021 | $708,751,606 | $7,509,249 | $764,096,876 |
Loans | |
Balance as of April 30, 2020 | $ 5,851,645 |
Accrued discounts (premiums) | 4,531 |
Realized gains (losses) | 14,235 |
Change in unrealized gains (losses) | 703,408 |
Purchases | 7,445,456 |
Sales | (5,789,850) |
Transfer into Level 3 | 0 |
Transfer out of Level 3 | (720,176) |
Balance as of April 30, 2021 | 7,509,249 |
Change in unrealized gains (losses) relating to securities still held at April 30, 2021 | $ (10,385) |
Year ended April 30 | ||
2021 | 2020 | |
Ordinary income | $34,973,966 | $34,858,334 |
Tax basis return of capital | 6,248,837 | 8,760,619 |
Unrealized
gains |
Capital
loss carryforward |
$32,938,541 | $(54,355,188) |
Declaration date | Record date | Payable date | Per share amount |
April 30, 2021 | May 14, 2021 | June 1, 2021 | $0.05667 |
May 18, 2021 | June 14, 2021 | July 1, 2021 | 0.05764 |
June 25, 2021 | July 12, 2021 | August 2, 2021 | 0.05841 |
Name
and year of birth |
Position
held and length of service* |
Principal occupations during past five years or longer | Current
other public company or investment company directorships |
Class I - Non-Interested Trustees to serve until 2023 Annual Meeting of Shareholders | |||
Isaiah
Harris, Jr. (Born 1952) |
Trustee,
since 2010; Audit Committee Chair, since 2019 |
Retired. Chairman of the Board of CIGNA Corporation since 2009, and Director since 2005. From 2003 to 2011, Director of Deluxe Corporation. Prior thereto, President and CEO of BellSouth Advertising and Publishing Corp. from 2005 to 2007, President and CEO of BellSouth Enterprises from 2004 to 2005 and President of BellSouth Consumer Services from 2000 to 2003. Emeritus member of the Iowa State University Foundation Board of Governors. Emeritus Member of the Advisory Board of Iowa State University School of Business. Advisory Board Member, Palm Harbor Academy (private school). Mr. Harris is a certified public accountant (inactive status). | CIGNA Corporation |
David
F. Larcker (Born 1950) |
Trustee, since 2010 | James Irvin Miller Professor of Accounting at the Graduate School of Business (Emeritus), Stanford University, Director of the Corporate Governance Research Initiative and Senior Faculty of The Rock Center for Corporate Governance since 2006. From 2005 to 2008, Professor of Accounting at the Graduate School of Business, Stanford University. Prior thereto, Ernst & Young Professor of Accounting at The Wharton School, University of Pennsylvania from 1985 to 2005. | N/A |
Olivia
S. Mitchell (Born 1953) |
Trustee,
since 2010; Nominating and Governance Committee Chair, since 2018 |
International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993. Director of Wharton’s Pension Research Council and Boettner Center on Pensions & Retirement Research, and Research Associate at the National Bureau of Economic Research. Previously, Cornell University Professor from 1978 to 1993. | N/A |
Class II - Non-Interested Trustees to serve until 2024 Annual Meeting of Shareholders | |||
William
R. Ebsworth (Born 1957) |
Trustee, since 2015 | Retired. From 1984 to 2013, equities analyst, portfolio manager, research director and chief investment officer at Fidelity Management and Research Company in Boston, Tokyo, and Hong Kong, and retired in 2013 as Chief Investment Officer of Fidelity Strategic Advisers, Inc. where he led a team of investment professionals managing client assets. Prior thereto, Board member of Hong Kong Securities Clearing Co., Hong Kong Options Clearing Corp., the Thailand International Fund, Ltd., Fidelity Investments Life Insurance Company, and Empire Fidelity Investments Life Insurance Company. Audit Committee Chair and Investment Committee Chair of the Vincent Memorial Hospital Endowment (non-profit organization). Mr. Ebsworth is a CFA® charterholder. | N/A |
Name
and year of birth |
Position
held and length of service* |
Principal occupations during past five years or longer | Current
other public company or investment company directorships |
Jane
A. Freeman (Born 1953) |
Trustee,
since 2015; Chair Liaison, since 2018 |
Retired. From 2012 to 2014 and 1999 to 2008, Chief Financial Officer of Scientific Learning Corporation. From 2008 to 2012, Ms. Freeman provided consulting services related to strategic business projects. Prior to 1999, Portfolio Manager at Rockefeller & Co. and Scudder, Stevens & Clark. Board member of the Harding Loevner Funds from 1996 to 2014, serving as both Lead Independent Director and chair of the Audit Committee. Board member of the Russell Exchange Traded Funds Trust from 2011 to 2012 and the chair of the Audit Committee. Ms. Freeman is also an inactive Chartered Financial Analyst. | N/A |
Judith
M. Johnson (Born 1949) |
Trustee, since 2010 | Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from 1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant. | N/A |
Class III - Non-Interested Trustees to serve until 2022 Annual Meeting of Shareholders | |||
Timothy
J. Penny (Born 1951) |
Trustee,
since 2010; Chair, since 2018 |
President and Chief Executive Officer of Southern Minnesota Initiative Foundation, a non-profit organization, since 2007. Member of the Board of Trustees of NorthStar Education Finance, Inc., a non-profit organization, since 2007. | N/A |
James
G. Polisson (Born 1959) |
Trustee, since 2018 | Retired. Chief Marketing Officer, Source (ETF) UK Services, Ltd, from 2015 to 2017. From 2012 to 2015, Principal of The Polisson Group, LLC, a management consulting, corporate advisory and principal investing company. Chief Executive Officer and Managing Director at Russell Investments, Global Exchange Traded Funds from 2010 to 2012. Managing Director of Barclays Global Investors from 1998 to 2010 and Global Chief Marketing Officer for iShares and Barclays Global Investors from 2000 to 2010. Trustee of the San Francisco Mechanics’ Institute, a non-profit organization, from 2013 to 2015. Board member of the Russell Exchange Traded Fund Trust from 2011 to 2012. Director of Barclays Global Investors Holdings Deutschland GmbH from 2006 to 2009. Mr. Polisson is an attorney and has a retired status with the Massachusetts and District of Columbia Bar Associations. | N/A |
Pamela
Wheelock (Born 1959) |
Trustee,
since January 2020; previously Trustee from January 2018 to July 2019 |
Board member of the Destination Medical Center Economic Development Agency, Rochester, Minnesota since 2019. Interim President of the McKnight Foundation from January to September 2020. Acting Commissioner, Minnesota Department of Human Services, July 2019 through September 2019. Human Services Manager (part-time), Minnesota Department of Human Services, October 2019 through December 2019. Chief Operating Officer, Twin Cities Habitat for Humanity from 2017 to 2019. Vice President of University Services, University of Minnesota from 2012 to 2016. Prior thereto, on the Board of Directors, Governance Committee and Finance Committee for the Minnesota Philanthropy Partners (Saint Paul Foundation) from 2012 to 2018, Interim Chief Executive Officer of Blue Cross Blue Shield of Minnesota from 2011 to 2012, Chairman of the Board from 2009 to 2012 and Board Director from 2003 to 2015. Vice President, Leadership and Community Engagement, Bush Foundation, Saint Paul, Minnesota (a private foundation) from 2009 to 2011. Executive Vice President and Chief Financial Officer, Minnesota Sports and Entertainment from 2004 to 2009 and Senior Vice President from 2002 to 2004. Executive Vice President of the Minnesota Wild Foundation from 2004 to 2008. Commissioner of Finance, State of Minnesota, from 1999 to 2002. Currently Board Chair of the Minnesota Wild Foundation since 2010. | N/A |
Name
and year of birth |
Position
held and length of service |
Principal occupations during past five years or longer |
Andrew
Owen (Born 1960) |
President,
since 2017 |
Executive Vice President of Wells Fargo & Company and Head of Affiliated Managers, Wells Fargo Asset Management, since 2014. In addition, Mr. Owen is currently President, Chief Executive Officer and Director of Wells Fargo Funds Management, LLC since 2017. Prior thereto, Executive Vice President responsible for marketing, investments and product development for Wells Fargo Funds Management, LLC, from 2009 to 2014. |
Jeremy
DePalma (Born 1974) |
Treasurer,
since 2012 (for certain funds in the Fund Complex); since 2021 (for the remaining funds in the Fund Complex) |
Senior Vice President of Wells Fargo Funds Management, LLC since 2009. Senior Vice President of Evergreen Investment Management Company, LLC from 2008 to 2010 and head of the Fund Reporting and Control Team within Fund Administration from 2005 to 2010. |
Michelle
Rhee (Born 1966) |
Chief
Legal Officer, since 2019 |
Secretary of Wells Fargo Funds Management, LLC and Chief Legal Counsel of Wells Fargo Asset Management since 2018. Deputy General Counsel of Wells Fargo Bank, N.A. since 2020 and Assistant General Counsel of Wells Fargo Bank, N.A. from 2018 to 2020. Associate General Counsel and Managing Director of Bank of America Corporation from 2004 to 2018. |
Catherine
Kennedy (Born 1969) |
Secretary,
since 2019 |
Vice President of Wells Fargo Funds Management, LLC and Senior Counsel of the Wells Fargo Legal Department since 2010. Vice President and Senior Counsel of Evergreen Investment Management Company, LLC from 1998 to 2010. |
Michael
H. Whitaker (Born 1967) |
Chief
Compliance Officer, since 2016 |
Chief Compliance Officer of Wells Fargo Asset Management since 2016. Senior Vice President and Chief Compliance Officer for Fidelity Investments from 2007 to 2016. |
ITEM 2. CODE OF ETHICS
(a) As of the end of the period, covered by the report, Wells Fargo Income Opportunities Fund has adopted a code of ethics that applies to its President and Treasurer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
(c) During the period covered by this report, there were no amendments to the provisions of the code of ethics adopted in Item 2(a) above.
(d) During the period covered by this report, there were no implicit or explicit waivers to the provisions of the code of ethics adopted in Item 2(a) above.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Trustees of Wells Fargo Income Opportunities Fund has determined that Judith Johnson is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mrs. Johnson is independent for purposes of Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a), (b), (c), (d) The following table presents aggregate fees billed in each of the last two fiscal years for services rendered to the Registrant by the Registrant’s principal accountant. These fees were billed to the registrant and were approved by the Registrant’s audit committee.
Fiscal year ended April 30, 2021 |
Fiscal year ended April 30, 2020 |
|||||||
Audit fees |
$ | 77,610 | $ | 57,090 | ||||
Audit-related fees |
— | — | ||||||
Tax fees (1) |
4,440 | 4,340 | ||||||
All other fees |
— | — | ||||||
|
|
|
|
|||||
$ | 82,050 | $ | 61,430 | |||||
|
|
|
|
(1) | Tax fees consist of fees for tax compliance, tax advice, tax planning and excise tax. |
(e) The Chair of the Audit Committees is authorized to pre-approve: (1) audit services for the Wells Fargo Income Opportunities Fund; (2) non-audit tax or compliance consulting or training services provided to the Wells Fargo Income Opportunities Fund by the independent auditors (“Auditors”) if the fees for any particular engagement are not anticipated to exceed $50,000; and (3) non-audit tax or compliance consulting or training services provided by the Auditors to a Wells Fargo Income Opportunities Fund’s investment adviser and its controlling entities (where pre-approval is required because the engagement relates directly to the operations and financial reporting of the Wells Fargo Income Opportunities Fund) if the fee to the Auditors for any particular engagement is not anticipated to exceed $50,000. For any such pre-approval sought from the Chair, Management shall prepare a brief description of the proposed services. If the Chair approves of such service, he or she shall sign the statement prepared by Management. Such written statement shall be presented to the full Committees at their next regularly scheduled meetings.
(f) Not applicable
(g) Not applicable
(h) Not applicable
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is comprised of:
William R. Ebsworth
Jane A. Freeman
Isaiah Harris, Jr.
Judith M. Johnson
David F. Larcker
Olivia S. Mitchell
Timothy J. Penny
James G. Polisson
Pamela Wheelock
ITEM 6. INVESTMENTS
A Portfolio of Investments for Wells Fargo Income Opportunities Fund is included as part of the report to shareholders filed under Item 1 of this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PROXY VOTING POLICIES AND PROCEDURES EFFECTIVE March 2020
Income Opportunities Fund has adopted policies and procedures (“Fund Proxy Voting Procedures”) that are used to determine how to vote proxies relating to portfolio securities held by the Fund. The Fund Proxy Voting Procedures are designed to ensure that proxies are voted in the best interests of Fund shareholders, without regard to any relationship that any affiliated person of a Fund (or an affiliated person of such affiliated person) may have with the issuer of the security and with the goal of maximizing value to shareholders consistent with governing laws and the investment policies of the Fund. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership activism, the Fund supports sound corporate governance practices within companies in which it invests. The Board of the Fund has delegated the responsibility for voting proxies relating to the Fund’s portfolio securities to Funds Management. Funds Management utilizes the Wells Fargo Asset Management Proxy Voting Policies and Procedures, included below, to ensure that proxies relating to the Fund’s portfolio securities are voted in shareholders’ best interests.
Wells Fargo Asset Management (“WFAM”) Stewardship. As fiduciaries, we are committed to effective stewardship of the assets we manage on behalf of our clients. To us, good stewardship reflects responsible, active ownership and includes both engaging with investee companies and voting proxies in a manner that we believe will maximize the long-term value of our investments.
Scope of Policies and Procedures. In conjunction with the WFAM Engagement Policy, these Proxy Voting Policies and Procedures (“Policies and Procedures”) sets out how WFAM complies with applicable regulatory requirements in respect of how we exercise voting rights when we invest in shares traded on a regulated market on behalf of a client.
With respect to client accounts of Funds Management, this includes, among others, Wells Fargo Funds Trust, Wells Fargo Master Trust, Wells Fargo Variable Trust, Wells Fargo Global Dividend Opportunity Fund, Wells Fargo Income Opportunities Fund, Wells Fargo Multi-Sector Income Fund, Wells Fargo Utilities and High Income Fund (the “Trusts”). It also includes Wells Fargo (Lux) Worldwide Fund and Worldwide Alternative Fund SICAV-SIF, both domiciled in Luxembourg (the “Luxembourg Funds”). Aside from the investment funds managed by Funds Management, WFAM also offers medium term note programs, managed for issuers of such notes domiciled in Luxembourg. Hereafter, all series of the Trusts, and all such Trusts not having separate series, and all sub-funds of the Luxembourg Fund, as well as the MTN issuers, are referred to as the “Investment Products”. In addition, these Policies and Procedures are used to determine how to vote proxies for the assets managed on behalf of WFAM’s other clients. Not all clients delegate proxy-voting authority to WFAM. WFAM will not vote proxies, or provide advice to clients on how to vote proxies in the absence of specific delegation of authority, a pre-existing contractual agreement, or an obligation under applicable law (e.g., securities that are held in an investment advisory account for which WFAM exercises no investment discretion are not voted by WFAM).
Luxembourg Products. WFAML has delegated the portfolio management of the Luxembourg Funds it manages to WFAM and the responsibility for exercising voting rights in conjunction with such delegation; as such, these Policies and Procedures shall apply to the portfolio management of the Fund. The respective portfolio management may also delegate the responsibility for exercising voting rights to the Proxy Voting Vendor, with the prior consent of WFAML. Responsibility for exercising voting rights has also been delegated to WFAM with respect to the Worldwide Alternative Fund SICAV-SIF and to the MTN issuers.
Voting Philosophy. WFAM has adopted these Policies and Procedures to ensure that proxies are voted in the best interests of clients and Investment Product investors, without regard to any relationship that any affiliated person of WFAM or the Investment Product (or an affiliated person of such affiliated person) may have with the issuer. WFAM exercises its voting responsibility as a fiduciary with the goal of maximizing value to clients consistent with governing laws and the investment policies of each client. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership activism, WFAM supports sound corporate governance practices at companies in which client assets are invested. WFAM has established an appropriate strategy determining when and how the voting rights related to the instruments held in portfolios managed are exercised, so that these rights are exclusively reserved to the relevant Investment Product and its investors.
Proxy Administrator. The proxy voting process is administered by WellsCap’s Operations Department (“Proxy Administrator”), who reports to WFAM’s Chief Operations Officer. The Proxy Administrator is responsible for administering and overseeing the proxy voting process to ensure the implementation of the Policies and Procedures, including regular operational reviews, typically conducted on a weekly basis. The Proxy Administrator monitors third party voting of proxies to ensure it is being done in a timely and responsible manner, including review of scheduled vendor reports. The Proxy Administrator in conjunction with the WFAM Proxy Governance Committee reviews the continuing appropriateness of the Policies and Procedures set forth herein, and recommends revisions as necessary.
Third Party Proxy Voting Vendor. WFAM has retained a third-party proxy voting service, Institutional Shareholder Services Inc. (“ISS”), to assist in the implementation of certain proxy voting-related functions including: 1.) Providing research on proxy matters 2.) Providing technology to facilitate the sharing of research and discussions related to proxy votes 3.) Vote proxies in accordance with WFAM’s guidelines 4.) Handle administrative and reporting items 5.) Maintain records of proxy statements received in connection with proxy votes and provide copies/analyses upon request. Except in instances where clients have retained voting authority, WFAM retains the responsibility for proxy voting decisions.
WFAM Proxy Governance Committee. The WFAM Proxy Governance Committee shall be responsible for overseeing the proxy voting process to ensure its implementation in conformance with these Policies and Procedures. The WFAM Proxy Governance Committee shall coordinate with WFAM Compliance to monitor ISS, the proxy voting agent currently retained by WFAM, to determine that ISS is accurately applying the Policies and Procedures as set forth herein and operates as an independent proxy voting agent. WFAM’s ISS Vendor Oversight process includes an assessment of ISS’ Policy and Procedures (“P&P”), including conflict controls and monitoring, receipt and review of routine performance-related reporting by ISS to WFAM and periodic onsite due diligence meetings. Due diligence meetings typically include: meetings with key staff, P&P related presentations and discussions, technology-related demonstrations and assessments, and some sample testing, if appropriate. The WFAM Proxy Governance Committee shall review the continuing appropriateness of the Policies and Procedures set forth herein. The WFAM Proxy Governance Committee may delegate certain powers and responsibilities to a proxy voting sub-committee. The WFAM Proxy Governance Committee reviews and, in accordance with these Policies and Procedures, votes on issues that have been escalated from the Proxy Voting Sub-Committee. Members of the WFAM Proxy Governance Committee also oversee the implementation of WFAM Proxy Governance Committee recommendations for the respective functional areas in WFAM that they represent.
Proxy Voting Sub-Committee. Among other delegated matters, the Proxy Voting Sub-Committee, in accordance with these Policies and Procedures, reviews and votes on routine proxy proposals that it considers under these Policies and Procedures in a timely manner. If necessary, the Proxy Voting Sub-Committee escalates issues to the WFAM Proxy Governance Committee that are determined to be material by the Proxy Voting Sub-Committee or otherwise in accordance with these Policies and Procedures. The Proxy Voting Sub-Committee coordinates with Wells Fargo Asset Management Investment Analytics and Compliance teams to review the performance and independence of ISS in exercising its proxy voting responsibilities.
Meetings; Committee Actions. The WFAM Proxy Governance Committee shall convene or act through written consent, including through the use of electronic systems of record, of a majority of WFAM Proxy Governance Committee members as needed and when discretionary voting determinations need to be considered. Any sub-committee of the WFAM Proxy Governance Committee shall have the authority on matters delegated to it to act by vote or written consent, including through the use of electronic systems of record, of a majority of the sub-committee members available at that time. The WFAM Proxy Governance Committee shall also meet quarterly to review the Policies and Procedures.
Membership. Members are selected based on subject matter expertise for the specific deliverables the committee is required to complete. The voting members of the WFAM Proxy Governance Committee are identified in the WFAM Proxy Charter. Changes to the membership of the WFAM Proxy Governance Committee will be made only with approval of the WFAM Proxy Governance Committee. Upon departure from Wells Fargo Asset Management, a member’s position on the WFAM Proxy Governance Committee will automatically terminate.
Voting Procedures. Unless otherwise required by applicable law,1 proxies will be voted in accordance with the following steps and in the following order of consideration:
1. First, any voting items related to WFAM “Top-of-House” voting principles (as described below under the heading “WFAM Proxy Voting Principles/Guidelines”) will generally be voted in accordance with a custom voting policy with ISS (“Custom Policy”) designed to implement the WFAM’s Top-of-House voting principles.2
2. Second, any voting items for meetings deemed of “high importance”3 (e.g., proxy contests, mergers and acquisitions, capitalization proposals and anti-takeover proposals) where ISS opposes management recommendations will be referred to the Portfolio Management teams for recommendation or the Proxy Voting Sub-Committee (or escalated to the WFAM Proxy Governance -Committee) for case-by-case review and vote determination.
3. Third, with respect to any voting items where ISS Sustainability Voting Guidelines4 provide a different recommendation than ISS Standard Voting Guidelines, the following steps are taken:
a. | The WFAM Investment Analytics team5 evaluates the matter for materiality and any other relevant considerations. |
b. | If the Investment Analytics team recommends further review, the voting item is then referred to the Portfolio Management teams for recommendation or the Proxy Voting Sub-Committee (or escalated to the WFAM Proxy Governance Committee) for case-by-case review and vote determination. |
c. | If the Investment Analytics team does not recommend further review, the matter is voted in accordance with ISS Standard Voting Guidelines. |
4. Fourth, any remaining proposals are voted in accordance with ISS Standard Voting Guidelines.6
1 | Where provisions of the Investment Company Act of 1940 (the “1940 Act”) specify the manner in which items for any third party registered investment companies (e.g., mutual funds, exchange-traded funds and closed-end funds) and business development companies (as defined in Section 2(a)(48) of the 1940 Act) (“Third Party Fund Holding Voting Matters”) held by the Trusts or series thereof, WFAM shall vote the Third Party Fund Holding Voting Matter on behalf of the Trusts or series thereof accordingly. |
2 | The WFAM Proxy Governance Committee may determine that additional review of a Top-of-House voting matter is warranted. For example, voting matters for declassified boards or annual election of directors of public operating and holding companies that have certain long-term business commitments (e.g., developing proprietary technology; or having an important strategic alliance in place) may warrant referral to the Proxy Voting Sub-Committee (or escalation to the Proxy Governance Committee) for case-by-case review and vote determination. |
3 | The term “high importance” is defined as those items designated Proxy Level 6, 5, or 4 by ISS, which include proxy contests, mergers, capitalization proposals and anti-takeover defenses. |
4 | ISS’s Sustainability Voting Guidelines seeks to promote support for recognized global governing bodies encouraging sustainable business practices advocating for stewardship of environment, fair labor practices, non-discrimination, and the protection of human rights. |
5 | The Investment Analytics team comprises of approximately 35 team members, focused on equity and fixed income risk analytics, mutual fund risk analytics, counterparty risk analytics, model documentation, scientific learning and portfolio analytics (including portfolio characteristics, portfolio construction research, multi-asset class risk analytics, and ESG analytics). The team and its processes serve a similar function as an investment risk committee and reports into the WFAM Chief Investment Officer. |
6 | The voting of proxies for Taft Hartley clients may incorporate the use of ISS’s Taft Hartley voting guidelines. |
Commitment to the Principles of Responsible Investment. As a signatory to the Principles for Responsible Investment, WFAM has integrated certain environmental, social, and governance factors into its investment processes, which includes the proxy process. As described under Voting Procedures above, WFAM considers ISS’s Sustainability Voting Guidelines as a point of reference in certain cases deemed to be material to a company’s long-term shareholder value.
Voting Discretion. In all cases, the WFAM Proxy Governance Committee (and any sub-committee thereof) will exercise its voting discretion in accordance with the voting philosophy of these Policies and Procedures. In cases where a proxy item is forwarded by ISS to the WFAM Proxy Governance Committee or a sub-committee thereof, the WFAM Proxy Governance Committee or its sub-committee may be assisted in its voting decision through receipt of: (i) independent research and voting recommendations provided by ISS or other independent sources; (ii) input from the investment sub-adviser responsible for purchasing the security; and (iii) information provided by company management and shareholder groups.
Portfolio Manager and Sub-Adviser Input. The WFAM Proxy Governance Committee (and any sub-committee thereof) may consult with portfolio management teams and Fund sub-advisers on specific proxy voting issues as it deems appropriate. In addition, portfolio management teams or Fund sub-advisers may proactively make recommendations to the WFAM Proxy Governance Committee regarding any proxy voting issue. In this regard, the process takes into consideration expressed views of portfolio management teams and Fund sub-advisers given their deep knowledge of investee companies. For any proxy vote, portfolio management teams and Investment Product advisers and sub-advisers may make a case to vote against the ISS or WFAM Proxy Governance Committee’s recommendation (which is described under Voting Procedures above). Any portfolio management team’s or Investment Product adviser’s or sub-adviser’s opinion should be documented in a brief write-up for consideration by the Proxy Voting Sub-Committee who will determine, or escalate to the WFAM Proxy Governance Committee, the final voting decision.
Consistent Voting. Proxies will be voted consistently on the same matter when securities of an issuer are held by multiple client accounts unless there are special circumstances such as, for example, proposals concerning corporate actions such as mergers, tender offers, and acquisitions or as reasonably necessary to implement specified proxy voting guidelines as established by a client (e.g. Taft Hartley ISS Guidelines or custom proxy guidelines).
WFAM Top-of-House Proxy Voting Principles/Guidelines. The following reflects WFAM’s Top-of-House Voting Principles in effect as of the date of these Policies and Procedures. WFAM has put in place a custom voting policy with ISS to implement these voting principles.
We believe that Boards of Directors of investee companies should have strong, independent leadership and should adopt structures and practices that enhance their effectiveness. We recognize that the optimal board size and governance structure can vary by company size, industry, region of operations, and circumstances specific to the company.
• | We generally vote for the election of Directors in uncontested elections. We reserve the right to vote on a case-by-case basis when directors fail to meet their duties as a board member, such as failing to act in the best economic interest of shareholders; failing to maintain independent audit, compensation, nominating committees; and failing to attend at least 75% of meetings, etc. |
• | We generally vote for an independent board that has a majority of outside directors who are not affiliated with the top executives and have minimal or no business dealings with the company to avoid potential conflicts of interests. |
• | Generally speaking, we believe Directors serving on an excessive number of boards could result in time constraints and an inability to fulfill their duties. |
• | We generally support adopting a declassified board structure for public operating and holding companies. We reserve the right to vote on a case-by-case basis when companies have certain long-term business commitments. |
• | We generally support annual election of directors of public operating and holding companies. We reserve the right to vote on a case-by-case basis when companies have certain long-term business commitments. |
• | We believe a well-composed board should embody multiple dimensions of diversity in order to bring personal and professional experiences to bear and create a constructive debate of competing perspectives and opinions in the boardroom. Diversity should consider factors such as gender, ethnicity, and age as well as professional factors such as area of expertise, industry experience and geographic location. |
We believe it is the responsibility of the Board of Directors to create, enhance, and protect shareholder value and that companies should strive to maximize shareholder rights and representation.
• | We believe that companies should adopt a one-share, one-vote standard and avoid adopting share structures that create unequal voting rights among their shareholders. We will normally support proposals seeking to establish that shareholders are entitled to voting rights in proportion to their economic interests |
• | We believe that directors of public operating and holding companies should be elected by a majority of the shares voted. We reserve the right to vote on a case-by-case basis when companies have certain long-term business commitments. This ensures that directors of public operating and holding companies who are not broadly supported by shareholders are not elected to serve as their representatives. We will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. |
• | We believe a simple majority voting standard should be required to pass proposals. We will normally support proposals seeking to introduce bylaws requiring a simple majority vote. |
• | We believe that shareholders who own a meaningful stake in the company and have owned such stake for a sufficient period of time should have, in the form of proxy access, the ability to nominate directors to appear on the management ballot at shareholder meetings. In general we support market-standardized proxy access proposals and we will analyze them based on various criteria such as threshold ownership levels, a minimum holding period, and the % and/or number of directors that are subject to nomination. |
• | We believe that shareholders should have the right to call a special meeting and not wait for company management to schedule a meeting if there is sufficiently high shareholder support for doing so on issues of substantial importance. In general we support the right to call a special meeting if there is balance between a reasonable threshold of shareholders and a hurdle high enough to also avoid the waste of corporate resources for narrowly supported interests. We will evaluate the issues of importance on the basis of serving all shareholders well and not structured for the benefit of a dominant shareholder over others. |
Practical Limitations to Proxy Voting. While WFAM uses its reasonable best efforts to vote proxies, in certain circumstances, it may be impractical or impossible for WFAM to vote proxies (e.g., limited value or unjustifiable costs).
Securities on Loan. As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote the proxy). However, as it relates to portfolio holdings of the Investment Products, if the WFAM Proxy Governance Committee is aware of an item in time to recall the security and has determined in good faith that the importance of the matter to be voted upon outweighs the loss in lending revenue that would result from recalling the security (e.g., if there is a controversial upcoming merger or acquisition, or some other significant matter), the security will be recalled for voting.
Share Blocking. Proxy voting in certain countries requires ‘share blocking’. Shareholders wishing to vote their proxies must deposit their shares with a designated depositary before the date of the meeting. Consequently, the shares may not be sold in the period preceding the proxy vote. Absent compelling reasons, WFAM believes that the benefit derived from voting these shares is outweighed by the burden of limited trading. Therefore, if share blocking is required in certain markets, WFAM will not participate and refrain from voting proxies for those clients impacted by share blocking.
Conflicts of Interest. We always seek to place the interests of our clients first and to identify and manage any conflicts of interest, including those that arise from proxy voting or engagement. WFAM acts as a fiduciary with respect to its asset management activities and therefore we must act in the best interest of our clients and address conflicts that arise.
Conflicts of interest are identified and managed through a strict and objective application of our voting policy and procedures. WFAM may have a conflict of interest regarding a proxy to be voted upon if, for example, WFAM or its affiliates (such as a sub-adviser or principal underwriter) have other relationships with the issuer of the proxy. This type of conflict is generally mitigated by the information barriers between WFAM and its affiliates and our commitment as a fiduciary to independent judgement. However, when the WFAM Proxy Governance Committee becomes aware of a conflict of interest (that gets uncovered through the WFAM Proxy Voting Policy and Procedures), it takes additional steps to mitigate the conflict, by using any of the following methods:
1. Instructing ISS to vote in accordance with its recommendation;
2. Disclosing the conflict to the relevant Board and obtaining its consent before voting;
3. Submitting the matter to the relevant Board to exercise its authority to vote on such matter;
4. Engaging an independent fiduciary who will direct the vote on such matter,
5. Consulting with Legal and Compliance and, if necessary, outside legal counsel for guidance on resolving the conflict of interest,
6. Voting in proportion to other shareholders (“mirror voting”) following consultation with the Board of the Funds if the conflict pertains to a matter involving a portfolio holding of the Funds; or
7. Voting in other ways that are consistent with WFAM’s obligation to vote in the best interests of its clients.
Vendor Oversight. The WFAM Proxy Administrator monitors the ISS proxy process against specific criteria in order to identify potential issues relating to account reconciliation, unknown and rejected ballot reviews, upcoming proxy reviews, share reconciliation oversight, etc.
Policy Review and Ad Hoc Meetings. The WFAM Proxy Governance Committee meets at least annually to review this Policy and consider any appropriate changes. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of Proxy Administrator, any member of the WFAM Proxy Governance Committee, or WFAM’s Chief Compliance Officer. The WFAM Proxy Governance Committee includes representation from Portfolio Management, Operations, Investment Analytics and, in a non-voting consultative capacity, Compliance.
Records Retention. The WFAM Proxy Administrator will maintain the following records relating to the implementation of the Policies and Procedures:
• | A copy of these proxy voting policies and procedures; |
• | Proxy statements received for client securities (which will be satisfied by relying on ISS); |
• | Records of votes cast on behalf of Investment Products and separate account clients (which ISS maintains on behalf of WFAM); |
• | Records of each written client request for proxy voting records and WFAM’s written response to any client request (written or oral) for such records; and |
• | Any documents prepared by WFAM or ISS that were material to making a proxy voting decision. |
Such proxy voting books and records shall be maintained at an office of WFAM in an easily accessible place for a period of six years.
U.S. Regulation. These Policies and Procedures have been written in compliance with Rule 206(4)-6 of the Investment Advisers Act of 1940. Proxy voting records for WFAM’s mutual funds are disclosed on Form N-PX annually, as required by Section 30 and Rule 30b1-4 of the Investment Company Act of 1940, to the Securities and Exchange Commission (“SEC”).
E.U. Regulation. These Policies and Procedures have been established, implemented and maintained, as they apply to WFAML and WFAMI Ltd, in accordance the EU Shareholder Rights Directive II (EU 2017/828) (“SRD II”). Specific to WFAML, the Policies and Procedures also comply with Article 23 of CSSF Regulation No. 10-4, and the CSSF Circular 18/698.
Disclosure of policies and procedures. A summary of the proxy voting policy and procedures are disclosed on WFAM’s website. In addition, WFAM will disclose to its separate clients (i.e. proxy votes for assets managed on behalf of WFAM’s other clients as per a delegation arrangement) a summary description of its proxy voting policy and procedures via mail.
Disclosure of proxy voting results. WFAM will provide to clients proxy statements and any records as to how WFAM voted proxies on behalf of clients, quarterly or upon request. For assistance, clients may contact their relationship manager, call WFAM at 1-800-259-3305 or e-mail wellscapclientadmin@wellsfargo.com to request a record of proxies voted on their behalf.
WFAM will publish high-level proxy voting statistics in periodic reports. However, except as otherwise required by law, WFAM has a general policy of not disclosing to any issuer specific or third party how its separate account client proxies are voted.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
PORTFOLIO MANAGERS
Chris Lee, CFA
Senior Portfolio Manager, Head of Multi Sector Fixed Income - Plus and High Yield, WFAM Global Fixed Income Chris Lee is a senior portfolio manager for the Wells Fargo Asset Management (WFAM) Multi Sector Fixed Income - Plus and High Yield team. He has served as head of high yield trading for the WFAM U.S. High Yield Fixed Income team. In 2012, he rejoined the firm after serving as a managing director, co-portfolio manager, and head of trading for Silver Lake Credit. Preceding this, he was a senior analyst and portfolio manager for the U.S. High Yield team. Earlier in his career, Chris served as a senior research analyst with Wells Fargo’s Proprietary Investment Group. He has been in the investment industry since 2001. He earned a bachelor’s degree in political science from University of California, Irvine, where he graduated magna cum laude. Chris also earned a master’s degree in business administration from the Graduate School of Management at the University of California, Davis. He is a graduate of Wells Fargo’s Credit Management Training Program and has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
Michael Schueller, CFA
Senior Portfolio Manager, Multi Sector Fixed Income - Plus and High Yield, WFAM Global Fixed Income Mike Schueller is a senior portfolio manager with the Multi Sector Fixed Income - Plus and High Yield team at Wells Fargo Asset Management (WFAM). He joined WFAM as a senior investment research analyst from Strong Capital Management where he held a similar position. Mike rejoined Strong in 2000, having left the firm to start a trust department for Community Bank & Trust in Sheboygan, WI. He first joined Strong in 1998 as associate counsel in the legal department. Prior to this, he practiced law with Reinhart, Boerner, Van Deuren, Norris & Rieselbach, S.C. in Milwaukee, WI, specializing in corporate reorganizations, mergers and acquisitions. Mike earned a bachelor’s degree in economics from the University of Minnesota and a law degree from the University of Wisconsin, Madison. He has earned the right to use the Chartered Financial Analyst® (CFA®) designation.
OTHER FUNDS AND ACCOUNTS MANAGED
The following table provides information about the registered investment companies and other pooled investment vehicles and accounts managed by the portfolio manager of the Fund as of the Fund’s most recent year ended April 30, 2021.
Chris Lee
I manage the following types of accounts: | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||
Number of above accounts |
2 | 0 | 0 | |||||||||
Total assets of above accounts (millions) |
$ | 488.37 | $ | 0 | $ | 0 | ||||||
performance based fee accounts: |
|
|||||||||||
I manage the following types of accounts: | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||
Number of above accounts |
0 | 0 | 0 | |||||||||
Total assets of above accounts (millions) |
$ | 0.0 | $ | 0.0 | $ | 0.0 |
Michael Schueller
I manage the following types of accounts: | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||
Number of above accounts |
8 | 2 | 2 | |||||||||
Total assets of above accounts (millions) |
$ | 6,258.10 | $ | 197.02 | $ | 207.47 | ||||||
performance based fee accounts: |
|
|||||||||||
I manage the following types of accounts: | Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | |||||||||
Number of above accounts |
0 | 0 | 0 | |||||||||
Total assets of above accounts (millions) |
$ | 0.0 | $ | 0.0 | $ | 0.0 |
MATERIAL CONFLICTS OF INTEREST
The Portfolio Managers face inherent conflicts of interest in their day-to-day management of the Funds and other accounts because the Funds may have different investment objectives, strategies and risk profiles than the other accounts managed by the Portfolio Managers. For instance, to the extent that the Portfolio Managers manage accounts with different investment strategies than the Funds, they may from time to time be inclined to purchase securities, including initial public offerings, for one account but not for a Fund. Additionally, some of the accounts managed by the Portfolio Managers may have different fee structures, including performance fees, which are or have the potential to be higher or lower, in some cases significantly higher or lower, than the fees paid by the Funds. The differences in fee structures may provide an incentive to the Portfolio Managers to allocate more favorable trades to the higher-paying accounts.
To minimize the effects of these inherent conflicts of interest, the Sub-Advisers have adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that they believe address the potential conflicts associated with managing portfolios for multiple clients and ensure that all clients are treated fairly and equitably. Additionally, some of the Sub-Advisers minimize inherent conflicts of interest by assigning the Portfolio Managers to accounts having similar objectives. Accordingly, security block purchases are allocated to all accounts with similar objectives in proportionate weightings. Furthermore, the Sub-Advisers have adopted a Code of Ethics under Rule 17j-1 of the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) to address potential conflicts associated with managing the Funds and any personal accounts the Portfolio Managers may maintain.
Wells Capital Management
Wells Capital Management’s Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital Management has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.
COMPENSATION
The Portfolio Managers were compensated by their employing sub-adviser from the fees the Adviser paid the Sub-Adviser using the following compensation structure:
Wells Capital Management Compensation. The compensation structure for Wells Capital Management’s Portfolio Managers includes a competitive fixed base salary plus variable incentives (Wells Capital Management utilizes investment management compensation surveys as confirmation). Incentive bonuses are typically tied to pretax relative investment performance of all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the accounts to each account’s individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. In the case of each Fund, the benchmark(s) against which the performance of the Fund’s portfolio may be compared for these purposes generally are indicated in the Performance” sections of the Prospectuses.
BENEFICIAL OWNERSHIP OF THE FUND
The following table shows for each Portfolio Manager the dollar value of the Fund beneficially owned by the Portfolio Manager as of April 30, 2021:
Chris Lee |
$100,001-$500,000 | |
Michael Schueller |
none |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
Period |
(a) Total Number of Shares Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
5/1/2020 - 5/31/2020 |
0 | $ | 0.00 | 0 | 6,017,847 | |||||||||||
6/1/2020 - 6/30/2020 |
0 | $ | 0 | 0 | 6,017,847 | |||||||||||
7/1/2020 - 7/31/2020 |
0 | $ | 0 | 0 | 6,017,847 | |||||||||||
8/1/2020 - 8/31/2020 |
0 | $ | 0 | 0 | 6,017,847 | |||||||||||
9/1/2020 - 9/30/2020 |
0 | $ | 0 | 0 | 6,017,847 | |||||||||||
10/1/2020 - 10/31/2020 |
36,730 | $ | 7.3570 | 36,730 | 5,981,117 | |||||||||||
11/1/2020 - 11/30/2020 |
0 | $ | 0 | 0 | 5,981,117 | |||||||||||
12/1/2020 - 12/31/2020 |
0 | $ | 0 | 0 | 5,981,117 | |||||||||||
1/1/2021 - 1/31/2021 |
0 | $ | 0 | 0 | 6,067,233 | |||||||||||
2/1/2021 - 2/28/2021 |
0 | $ | 0 | 0 | 6,067,233 | |||||||||||
3/1/2021 - 3/31/2021 |
0 | $ | 0 | 0 | 6,067,233 | |||||||||||
4/1/2021 - 4/30/2021 |
0 | $ | 0 | 0 | 6,067,233 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
36,730 | 7.3570 | 36,730 | 6,067,233 |
On November 17, 2020, the Fund announced a renewal of its open-market share repurchase program (the “Buyback Program”). Under the renewed Buyback Program, the Fund may repurchase up to 10% of its outstanding shares in open market transactions during the period beginning on January 1, 2021 and ending on December 31, 2021. The Fund’s Board of Trustees has delegated to Wells Fargo Funds Management, LLC, the Fund’s adviser, discretion to administer the Buyback Program, including the determination of the amount and timing of repurchases in accordance with the best interests of the Fund and subject to applicable legal limitations.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that have been implemented since the registrant’s last provided disclosure in response to the requirements of this Item.
ITEM 11. CONTROLS AND PROCEDURES
(a) The President and Treasurer have concluded that the Wells Fargo Income Opportunities Fund (the “Fund”) disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the Fund is made known to them by the appropriate persons based on their evaluation of these controls and procedures as of a date within 90 days of the filing of this report.
(b) There were no significant changes in the Fund’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the most recent fiscal half-year of the period covered by this report that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURES OF SECURITIES LENDING ACTIVITES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. EXHIBITS
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Wells Fargo Income Opportunities Fund | ||
By: | ||
/s/ Andrew Owen | ||
Andrew Owen | ||
President | ||
Date: | June 25, 2021 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Wells Fargo Income Opportunities Fund | ||
By: | ||
/s/ Andrew Owen | ||
Andrew Owen | ||
President | ||
Date: | June 25, 2021 |
By: | ||
/s/ Jeremy DePalma | ||
Jeremy DePalma | ||
Treasurer | ||
Date: | June 25, 2021 |