0001104659-15-049773.txt : 20150706 0001104659-15-049773.hdr.sgml : 20150703 20150706134739 ACCESSION NUMBER: 0001104659-15-049773 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20150430 FILED AS OF DATE: 20150706 DATE AS OF CHANGE: 20150706 EFFECTIVENESS DATE: 20150706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Avenue Mutual Funds Trust CENTRAL INDEX KEY: 0001544657 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-22677 FILM NUMBER: 15972817 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 878-3500 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 0001544657 S000037201 Avenue Credit Strategies Fund C000114578 Investor Class C000114580 Institutional Class N-CSRS 1 a15-12922_3ncsrs.htm N-CSRS

 

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

811-22677

 

Avenue Mutual Funds Trust

(Exact name of registrant as specified in charter)

 

399 Park Avenue, 6th Floor

New York, NY

 

10022

(Address of principal executive offices)

 

(Zip code)

 

 

Copy to:

Randolph Takian

Avenue Capital Group

399 Park Avenue, 6th Floor

New York, NY 10022

(212) 878-3500

Stuart Strauss

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(212) 878-3500

 

 

Date of fiscal year end:

October 31, 2015

 

 

Date of reporting period:

April 30, 2015

 

 



 

Item 1.  Shareholder Report

 



 

Avenue Credit Strategies Fund

Manager Commentary

April 30, 2015 (unaudited)

 

Dear Shareholder,

 

We are pleased to present the 2015 Semi Annual Report for Avenue Credit Strategies Fund, a series of Avenue Mutual Funds Trust (the “Fund”). The following Manager Commentary covers the six month period ended April 30, 2015.

 

Fund Objective and Principal Investment Strategy

The Fund seeks total return, primarily from capital appreciation, fees and interest income. Depending on current market conditions and the Fund’s outlook over time, the Fund seeks to achieve its investment objective by opportunistically investing in a combination of high yield bonds, senior secured bank loans and distressed debt instruments (and loan-related or debt-related instruments, including derivative instruments), including newly issued securities.

 

Performance1,2

The Fund measures its performance against its peers and a combination of two indices: the Barclays U.S. Corporate High Yield Index (the “Barclays Index”) and the CS Leveraged Loan Index (the “CS Index”). For the six month period ended April 30, 2015, the Fund had a total return of -2.21% for the Institutional Class Shares and -2.34% for the Investor Class Shares, compared to 1.51% for the Barclays Index and 2.31% for the CS Index. For the period June 1, 2012 (inception) through April 30, 2015, the Fund had an average annual return of 8.80% for the Institutional Class Shares and 8.52% for the Investor Class Shares, compared to 8.22% for the Barclays Index and 5.74% for the CS Index.

 

Returns1,2

 

Fund/Index

 

Return Over the Period
11/1/2014 - 4/30/2015

 

Average Annual Return
Since Fund Inception
6/1/2012 - 4/30/2015

Avenue Credit Strategies Fund: Institutional Share Class (ACSBX)

 

-2.21%

 

 

8.80%

Avenue Credit Strategies Fund: Investor Share Class (ACSAX)

 

-2.34%

 

 

8.52%

Barclays U.S. Corporate High Yield Index

 

1.51%

 

 

8.22%

CS Leveraged Loan Index

 

2.31%

 

 

5.74%

 

Factors Affecting Performance

The Fund underperformed the Barclays Index and CS Index over the period. Avenue Capital Management II, L.P. (the “Adviser”) continues to utilize fundamental analysis to drive our investment approach and individual security selection across a number of positions focused in the U.S. and Europe, as well as allocations to Canada. Additionally, the Fund was opportunistic and took advantage of some short-term trading opportunities, including new issuances.

 

We believe that our approach of analyzing each investment on the merits of issuer, industry and rating has benefitted performance and should, in our opinion, continue to allow us to select credits that are likely to be drivers of alpha.

 

The top issuer contributors were:

 

Ø

inVentiv Health Inc., JC Penney Corporation Inc., Meritor, Inc, MGIC Investment Corp. and Ardagh Glass.3

 


 

Avenue Credit Strategies Fund

Manager Commentary (continued)

April 30, 2015 (unaudited)

 

The top issuer detractors were:

 

Ø

Endeavour International Corporation, Connacher Oil and Gas Limited, Chassix, KCA Deutag UK Finance PLC and Jack Cooper Holdings Corp.4

 

Market Outlook

While the Adviser focuses the majority of its research on fundamental company and industry analysis, it is also cognizant of the macro risks that could positively or negatively impact the asset classes we invest in and risk assets in general. The following is a summary of the key macro risks we are currently monitoring:

 

Ø

The headwinds of slower than expected GDP and wage growth, the strong U.S. dollar, the West Coast Port situation and layoffs in the Energy sector may or may not prove to be transitory. We do not believe that near term U.S. economic growth will be enough to hit the Fed’s targets by June. As a result we believe it is less likely that the Fed will raise rates in June and more likely they will raise rates in either September or December.

 

 

Ø

In addition to the U.S. economic growth outlook, we continue to monitor global risk factors, including the Greece debt negotiations, China’s growth slowdown, growth in Europe, and evolving QE responses by the major central banks. As a result of central bank concerns over growth slowdown and disappointing inflation, the first quarter saw a number of European government bonds trading at negative interest rates, an unprecedented situation.5 We believe this is due in part to central banks in Europe, China and Japan (to name a few) expanding QE programs and loosening bank reserve requirements.

 

 

Ø

The default rate is still substantially below long-term averages. The default rate at March 31, 2015 was 3.00%, excluding Energy Future Holdings (TXU) it was 1.70%. Avenue’s view on the default environment is consistent with JP Morgan’s and others’ forecast that defaults should remain substantially below the long-term average in 2015, and be around 2.5% for high yield bonds. However, due to increased defaults in the Energy sector, the default rates for 2016 could increase to 3.0% and 2.0% for high yield bonds and leveraged loans respectively.6

 

 

Ø

We remain constructive on lower rated securities, as well as distressed assets in the U.S. and Europe. According to the J.P. Morgan High Yield index, B and CCC/Split CCC rated bonds continued what is now a 6 month period of underperformance in the first quarter of 2015. As of March 31, 2015 the average price on BB, B and CCC bonds were 102.73, 99.32 and 86.41 respectively,7 while the yield to worst for BB, B and CCC/Split CCC bonds was 4.95%, 6.72%, and 11.37%.8 At the end of the first quarter, the modified duration for BB, B and CCC/Split CCC bonds was 4.67, 3.36, and 3.13 years respectively.9 As measured by duration, BB bonds have significantly more interest rate risk than the lower rated bonds in the high yield index. We believe distressed securities, after lackluster performance in the first quarter, continue to offer attractive entry points and a solid opportunity set

 

While there is likely to be continued volatility in the near term for credit and risk assets10, we believe that the current yield to worst for the high yield market is attractive for the medium-to-long term.

 

The Adviser’s investment team will continue working diligently to identify attractive investment opportunities across the performing, stressed and distressed universe on a global basis. We appreciate your continued interest and support.

 

 

Avenue Capital Management II, L.P.

 

June, 2015

 

2


 

Avenue Credit Strategies Fund

Manager Commentary (concluded)

April 30, 2015 (unaudited)

 

Alternative investments are speculative and involve substantial risks. It is possible that investors may lose some or all of their investment. An investment in the Fund is not appropriate for all investors, and the Fund is not intended to be a complete investment program.

 

The views and opinions in the preceding discussion are subject to change. There is no guarantee that any market forecast set forth in the discussion will be realized. This material represents an assessment of the market environment at a specific point in time, should not be relied upon as investment advice and is not intended to predict or depict performance of any investment.

 


1

Performance data shown represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance data shown. Investment returns and principal value will fluctuate, and when sold, your investment may be worth more or less than its original cost. Returns assume reinvestment of all dividends and other income. Performance information is not annualized, unless otherwise noted. The Fund commenced operations on June 1, 2012. The performance shown thus represents the Fund’s results for a short period of time. Moreover, the Fund was opportunistic and took advantage of several short term trading opportunities, including fixed income new issues. There is no assurance that such investments will be made in the future or that they will positively impact performance, at all, or to the same extent. Current performance for the most recent month end can be obtained by calling 1-877-525-7330. An independent accountant has not audited, reviewed or compiled the performance results.

2

Index information was compiled from sources that Avenue Capital Management II, L.P. believes to be reliable. No representation or guarantee is made hereby with respect to the accuracy or completeness of such data. The Barclays U.S. Corporate High Yield Index comprises issues that have at least $150 million par value outstanding, a maximum credit rating of Ba1 or BB+ (excluding defaulted issues) and at least one year to maturity. The CS Leveraged Loan Index is designed to mirror the investible universe of the $US-denominated leveraged loan market. Investors cannot invest directly in an index, and index performance does not reflect the deduction of any fees or expenses. There are material differences between such indices and the Fund, including without limitation that such indices are unmanaged, broadly-based indices, do not reflect payment of management or brokerage fees and differ in numerous other respects from the portfolio composition of the Fund; as a result, the Fund’s investment portfolio is materially different from any given index. Indices include reinvestment of dividends and other income.

3

The top contributors are evaluated on a total profit and loss basis, which includes realized and unrealized market value gains and losses, impact from foreign exchange transactions, and accrued interest. The list of top contributors does not represent all investments held, purchased or sold during the reporting period and is based on the Adviser’s books and records. As of the reporting date of April 30, 2015, the positions listed represented the following percentages of the Fund on a market value basis: inVentiv Health Inc. 3.2%, JC Penney Corporation Inc. 1.1%, Meritor, Inc 2.9%, MGIC Investment Corp. 0.8% and Ardagh Glass 1.9%.

4

The top detractors are evaluated on a total profit and loss basis, which includes realized and unrealized market value gains and losses, impact from foreign exchange transactions, and accrued interest. The list of top detractors does not represent all investments held, purchased or sold during the reporting period and is based on the Adviser’s books and records. As of the reporting date of April 30, 2015, the positions listed represented the following percentages of the Fund on a market value basis: Endeavour International Corporation 1.0%, Connacher Oil and Gas Limited 0.2%, Chassix 1.6%, KCA Deutag UK Finance PLC 0.6% and Jack Cooper Holdings Corp. 1.3%.

5

Mohamed El-Erian for the Financial Times, Where German bonds lead the world follows, May 11, 2015.

6

J.P. Morgan, High Yield Market Monitor, April 1, 2015.

7

J.P. Morgan Credit Strategy Group, May 18, 2015.

8

J.P. Morgan, High Yield Market Monitor, April 1, 2015.

9

J.P. Morgan, High Yield Market Monitor, April 1, 2015.

10

Risk assets generally refer to assets that have a significant degree of price volatility, such as equities, commodities, high-yield bonds, real estate and currencies.

 

 

3


 

Avenue Credit Strategies Fund

Financial Data(a)

April 30, 2015 (unaudited)

 

 

Top Five Industries(f)

Top 10 Long Holdings(g)

 

 

 

 

 

 

 

 

1

inVentiv Health Inc.

 

 

 

3.2

%

2

Meritor, Inc.

 

 

 

2.9

%

3

iHeart Communications, Inc.

 

 

 

2.7

%

4

Energy Future Holdings

 

 

 

2.3

%

5

Caesars Entertainment Corp.

 

 

 

2.3

%

6

Neff Rental LLC

 

 

 

2.1

%

7

Endemol NV

 

 

 

2.1

%

8

ConvaTec Finance International SA

 

 

 

2.1

%

9

Navios Maritime Holdings

 

 

 

2.0

%

10

BWAY Holding Company

 

 

 

2.0

%

 

 

 

Total Top 10

 

23.7

%

 

 

 

 

 

 

 

 

 

Top 5 Shorts Based on Exposure(h)

 

 

 

 

 

 

 

 

 

 

 

 

1

DJ Itraxx

 

 

 

-2.5

%

 

2

Markit CDX

 

 

 

-1.3

%

 

3

Sears Holdings Corporation

 

 

 

-1.0

%

 

4

Guitar Center, Inc.

 

 

 

-0.2

%

 

5

Parker Drilling Company

 

 

 

-0.2

%

 

 

 

 

Total Fund Short Exposure

 

-5.6

%

 

Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or even all of your investment. Investing in the Fund is also subject to the specific risks described in the accompanying Notes to Financial Statements. Please read the Notes to Financial Statements for additional information.

 


 

(a)

Holdings are subject to change without notice. Calculated as a percent of net assets as of the date of this document. Where applicable, percentages may not add to 100% due to rounding.

(b)

The geographic allocation is based on where Avenue Capital Management II, L.P. (the “Investment Adviser”) believes the country of risk to be. Country of risk is the country where the majority of the company’s operations are based, where it is headquartered or where the primary source of revenue risk is as determined by the Investment Adviser. Investment in non-U.S. securities is subject to the risk of currency fluctuations and to economic and political risks associated with such foreign countries.

(c)

Security Type, as defined by the Investment Adviser, is sourced from Bloomberg as well as developed via internal classifications.

(d)

Ratings information represents Standard & Poor’s ratings on the instruments of the portfolio. Ratings are provided for informational purposes only and may change over time. Standard & Poor’s rates securities from AAA (highest quality) to C (lowest quality), and D to indicate securities in default; some securities are not rated (NR). BB and below are considered below investment grade securities. Greater risk, such as increased volatility, limited liquidity, prepayment, non-payment and increased default risk, is inherent in portfolios that invest in high yield (“junk”) bonds.

(e)

Cash and Cash Equivalents includes cash, proceeds from short sales, collateral posted for short positions, if any, as well as other non-investment assets and liabilities (net).

(f)

Industries are represented using Barclays classifications and Avenue analysis.

(g)

Top 10 holdings are based on market value, which is believed to be consistent with market practice. Certain derivative investments that do not have a significant market value would be included in the top 10 holdings if the holdings were reported on an exposure basis.

(h)

Short exposure is being represented on an exposure basis because short positions are expected to include derivatives which may have a small market value but represent significant exposure of the Fund. It is defined as market value for equities, bonds and loans, as bond-equivalent value for credit default swaps, and as delta-notional value for other derivatives. Short exposure percentage represents exposure divided by Fund net assets.

 

4


 

Avenue Credit Strategies Fund

Schedule of Investments

April 30, 2015 (unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

CORPORATE BONDS & NOTES — 62.8%

 

 

 

 

 

 

 

 

 

Aerospace & Defense — 0.6%

 

 

 

 

 

 

 

 

 

Accudyne Industries Borrower / Accudyne Industries LLC (a)

 

7.75%

 

12/15/2020

 

$

12,336

 

$

11,164,080

 

Auto Components — 3.1%

 

 

 

 

 

 

 

 

 

Chassix Holdings, Inc. PIK (a)(b)(c)

 

10.00%

 

12/15/2018

 

10,310

 

670,143

 

Chassix, Inc. (a)(b)(c)

 

9.25%

 

8/1/2018

 

27,100

 

22,628,500

 

MPG Holdco I, Inc. (a)

 

7.38%

 

10/15/2022

 

6,916

 

7,365,540

 

Stackpole International Intermediate Co. SA (a)

 

7.75%

 

10/15/2021

 

30,894

 

30,739,530

 

 

 

 

 

 

 

 

 

61,403,713

 

Banks — 1.0%

 

 

 

 

 

 

 

 

 

Royal Bank of Scotland Group PLC (d)

 

5.25%

 

 

(e)

EUR

17,994

 

20,194,459

 

Capital Markets — 0.5%

 

 

 

 

 

 

 

 

 

Lehman Brothers Escrow Holdings:

 

 

 

 

 

 

 

 

 

 

 

1.00%

 

12/23/2010

(b)(c)

$

25,000

 

2,812,500

 

 

 

3.60%

 

3/13/2009

(b)(c)

32,138

 

3,655,720

 

 

 

6.00%

 

2/6/2078

(b)(c)

35,952

 

4,089,540

 

 

 

 

 

 

 

 

 

10,557,760

 

Chemicals — 1.5%

 

 

 

 

 

 

 

 

 

Monitchem HoldCo 2 SA (a)

 

6.88%

 

6/15/2022

 

EUR

10,000

 

10,835,501

 

Platform Specialty Products Corp. (a)

 

6.50%

 

2/1/2022

 

$

10,373

 

10,839,785

 

Tronox Finance LLC

 

6.38%

 

8/15/2020

 

7,625

 

7,472,500

 

 

 

 

 

 

 

 

 

29,147,786

 

Commercial Services & Supplies — 1.3%

 

 

 

 

 

 

 

 

 

Light Tower Rentals, Inc. (a)

 

8.13%

 

8/1/2019

 

32,033

 

26,507,308

 

Communications Equipment — 1.9%

 

 

 

 

 

 

 

 

 

Avaya, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.00%

 

4/1/2019

(a)

27,790

 

27,928,950

 

 

 

10.50%

 

3/1/2021

(a)

10,900

 

9,592,000

 

 

 

 

 

 

 

 

 

37,520,950

 

Construction & Engineering — 0.3%

 

 

 

 

 

 

 

 

 

Kloeckner Pentaplast of America, Inc. (a)

 

7.13%

 

11/1/2020

 

EUR

5,340

 

6,063,474

 

Construction Materials — 1.3%

 

 

 

 

 

 

 

 

 

CeramTec Group GmbH:

 

 

 

 

 

 

 

 

 

 

 

8.25%

 

8/15/2021

(a)

18,375

 

22,697,254

 

 

 

8.25%

 

8/15/2021

(d)

2,200

 

2,717,494

 

 

 

 

 

 

 

 

 

25,414,748

 

Containers & Packaging — 3.9%

 

 

 

 

 

 

 

 

 

Ardagh Finance Holdings SA:

 

 

 

 

 

 

 

 

 

 

 

8.38%

 

6/15/2019

(a)

2,000

 

2,382,463

 

 

 

8.38%

 

6/15/2019

(d)

5,460

 

6,503,649

 

Ardagh Finance Holdings SA PIK (a)

 

8.63%

 

6/15/2019

 

$

21,889

 

23,366,451

 

Ardagh Packaging Finance PLC / Ardagh Holdings USA, Inc. (a)

 

6.00%

 

6/30/2021

 

5,700

 

5,785,500

 

BWAY Holding Co. (a)

 

9.13%

 

8/15/2021

 

38,394

 

39,545,820

 

 

 

 

 

 

 

 

 

77,583,883

 

Diversified Consumer Services — 0.0% (f)

 

 

 

 

 

 

 

 

 

Cengage Learning Acquisitions, Inc. (a)(b)(c)(g)

 

11.50%

 

4/15/2020

 

12,500

 

 

Diversified Telecommunication Services — 1.3%

 

 

 

 

 

 

 

 

 

Wind Acquisition Finance SA:

 

 

 

 

 

 

 

 

 

 

 

4.00%

 

7/15/2020

(a)

EUR

5,000

 

5,685,326

 

 

 

7.38%

 

4/23/2021

(a)

$

19,900

 

20,372,625

 

 

 

 

 

 

 

 

 

26,057,951

 

 

 

See Accompanying Notes to Financial Statements.

5


 

Avenue Credit Strategies Fund

Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Electric Utilities — 2.3%

 

 

 

 

 

 

 

 

 

Energy Future Intermediate Holdings Corp. PIK (a)(b)(c)

 

11.25%

 

12/1/2018

 

$

39,939

 

$

46,729,064

 

Energy Equipment & Services — 2.0%

 

 

 

 

 

 

 

 

 

CHC Helicopter SA

 

9.38%

 

6/1/2021

 

4,445

 

3,000,173

 

Globe Luxembourg SCA (a)

 

9.63%

 

5/1/2018

 

12,185

 

11,697,600

 

Pacific Drilling V Ltd. (a)

 

7.25%

 

12/1/2017

 

8,390

 

7,760,750

 

Tervita Corp.:

 

 

 

 

 

 

 

 

 

 

 

8.00%

 

11/15/2018

(a)

11,086

 

10,282,265

 

 

 

10.88%

 

2/15/2018

(a)

9,578

 

6,608,820

 

 

 

 

 

 

 

 

 

39,349,608

 

Food & Staples Retailing — 0.5%

 

 

 

 

 

 

 

 

 

Rite Aid Corp. (a)

 

6.13%

 

4/1/2023

 

10,000

 

10,362,500

 

Food Products — 1.4%

 

 

 

 

 

 

 

 

 

Brakes Capital (d)

 

7.13%

 

12/15/2018

 

GBP

17,400

 

27,245,308

 

Health Care Equipment & Supplies — 3.0%

 

 

 

 

 

 

 

 

 

ConvaTec Finance International SA PIK (a)

 

8.25%

 

1/15/2019

 

$

41,000

 

41,358,750

 

DJO Finco, Inc. / DJO Finance LLC (a)

 

8.13%

 

6/15/2021

 

13,050

 

13,245,750

 

Jaguar Holding Co. I PIK (a)

 

9.38%

 

10/15/2017

 

5,191

 

5,307,797

 

 

 

 

 

 

 

 

 

59,912,297

 

Health Care Providers & Services — 6.2%

 

 

 

 

 

 

 

 

 

Amsurg Corp.

 

5.63%

 

7/15/2022

 

10,022

 

10,174,334

 

inVentiv Health, Inc. (a)

 

9.00%

 

1/15/2018

 

23,650

 

24,832,500

 

inVentiv Health, Inc. PIK (a)

 

10.00%

 

8/15/2018

 

38,779

 

39,651,568

 

Kindred Escrow Corp. II (a)

 

8.75%

 

1/15/2023

 

12,118

 

13,481,275

 

Tenet Healthcare Corp.:

 

 

 

 

 

 

 

 

 

 

 

5.50%

 

3/1/2019

(a)

28,004

 

28,179,025

 

 

 

8.13%

 

4/1/2022

 

7,150

 

7,802,438

 

 

 

 

 

 

 

 

 

124,121,140

 

Hotels, Restaurants & Leisure — 3.8%

 

 

 

 

 

 

 

 

 

Boyd Gaming Corp. (a)

 

8.38%

 

2/15/2018

 

10,390

 

10,857,550

 

Caesars Entertainment Operating Co, Inc.:

 

 

 

 

 

 

 

 

 

 

 

10.00%

 

12/15/2018

(b)(c)

24,195

 

4,778,512

 

 

 

10.00%

 

12/15/2018

(b)(c)

23,315

 

4,604,718

 

 

 

11.25%

 

6/1/2017

(b)(c)

47,650

 

35,856,625

 

Scientific Games International, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.00%

 

1/1/2022

(a)

13,290

 

13,854,825

 

 

 

10.00%

 

12/1/2022

(a)

5,690

 

5,277,475

 

 

 

 

 

 

 

 

 

75,229,705

 

Household Durables — 3.0%

 

 

 

 

 

 

 

 

 

Beazer Homes USA, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.25%

 

2/1/2023

 

11,314

 

11,031,150

 

 

 

7.50%

 

9/15/2021

 

17,115

 

17,072,212

 

K Hovnanian Enterprises, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.00%

 

1/15/2019

(a)

19,947

 

19,049,385

 

 

 

8.00%

 

11/1/2019

(a)

1,377

 

1,335,690

 

 

 

9.13%

 

11/15/2020

(a)

10,200

 

10,812,000

 

 

 

 

 

 

 

 

 

59,300,437

 

Independent Power and Renewable Electricity Producers — 1.6%

 

 

 

 

 

 

 

 

 

Coso Geothermal Power Holdings LLC (a)

 

7.00%

 

7/15/2026

 

5,446

 

3,485,679

 

Dynegy Finance I, Inc. (a)

 

6.75%

 

11/1/2019

 

11,230

 

11,735,350

 

Dynegy Finance I, Inc. / Dynegy Finance II, Inc. (a)

 

7.38%

 

11/1/2022

 

1,730

 

1,842,450

 

Illinois Power Generating Co.

 

6.30%

 

4/1/2020

 

15,908

 

15,072,830

 

 

 

 

 

 

 

 

 

32,136,309

 

 

 

See Accompanying Notes to Financial Statements.

6


 

Avenue Credit Strategies Fund

Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Industrial Conglomerates — 0.1%

 

 

 

 

 

 

 

 

 

Trinseo Materials Operating SCA / Trinseo Materials Finance, Inc.:

 

 

 

 

 

 

 

 

 

 

 

6.38%

 

5/1/2022

(a)

EUR

865

 

$

980,978

 

 

 

6.75%

 

5/1/2022

(a)

$

250

 

252,969

 

 

 

 

 

 

 

 

 

1,233,947

 

Insurance — 1.4%

 

 

 

 

 

 

 

 

 

Hastings Insurance Group Finance PLC:

 

 

 

 

 

 

 

 

 

 

 

8.00%

 

10/21/2020

(a)

GBP

8,100

 

13,303,841

 

 

 

8.00%

 

10/21/2020

(d)

9,547

 

15,680,465

 

 

 

 

 

 

 

 

 

28,984,306

 

Machinery — 1.8%

 

 

 

 

 

 

 

 

 

Meritor, Inc.:

 

 

 

 

 

 

 

 

 

 

 

6.25%

 

2/15/2024

 

$

25,850

 

26,431,625

 

 

 

6.75%

 

6/15/2021

 

2,000

 

2,090,000

 

Waterjet Holdings, Inc. (a)

 

7.63%

 

2/1/2020

 

6,160

 

6,498,800

 

 

 

 

 

 

 

 

 

35,020,425

 

Marine — 2.0%

 

 

 

 

 

 

 

 

 

Navios Maritime Acquisition Corp. / Navios Acquisition Finance US, Inc. (a)

8.13%

 

11/15/2021

 

9,472

 

9,685,120

 

Navios Maritime Holdings, Inc. / Navios Maritime Finance II US, Inc.:

 

 

 

 

 

 

 

 

 

 

 

7.38%

 

1/15/2022

(a)

18,559

 

17,074,280

 

 

 

8.13%

 

2/15/2019

 

16,285

 

13,923,675

 

 

 

 

 

 

 

 

 

40,683,075

 

Media — 4.1%

 

 

 

 

 

 

 

 

 

Altice Financing SA:

 

 

 

 

 

 

 

 

 

 

 

5.25%

 

2/15/2023

(a)

EUR

2,000

 

2,359,107

 

 

 

6.50%

 

1/15/2022

(a)

$

2,000

 

2,040,000

 

 

 

6.63%

 

2/15/2023

(a)

1,800

 

1,854,000

 

Altice Finco SA:

 

 

 

 

 

 

 

 

 

 

 

7.63%

 

2/15/2025

(a)

240

 

244,650

 

 

 

8.13%

 

1/15/2024

(a)

19,300

 

20,313,250

 

Altice SA:

 

 

 

 

 

 

 

 

 

 

 

6.25%

 

2/15/2025

(a)

EUR

250

 

281,555

 

 

 

7.63%

 

2/15/2025

(a)

$

760

 

768,588

 

 

 

7.75%

 

5/15/2022

(a)

7,970

 

8,049,780

 

Clear Channel Communications, Inc.:

 

 

 

 

 

 

 

 

 

 

 

9.00%

 

12/15/2019

 

16,250

 

16,067,187

 

 

 

10.63%

 

3/15/2023

(a)

2,590

 

2,635,325

 

 

 

11.25%

 

3/1/2021

 

17,690

 

18,043,800

 

Clear Channel Communications, Inc. PIK

 

14.00%

 

2/1/2021

 

10,220

 

8,201,856

 

 

 

 

 

 

 

 

 

80,859,098

 

Metals & Mining — 2.8%

 

 

 

 

 

 

 

 

 

Constellium NV:

 

 

 

 

 

 

 

 

 

 

 

5.75%

 

5/15/2024

(a)

15,145

 

14,577,063

 

 

 

7.00%

 

1/15/2023

(d)

EUR

3,200

 

3,735,982

 

Schmolz & Bickenbach Luxembourg SA (a)

 

9.88%

 

5/15/2019

 

2,232

 

2,694,498

 

Wise Metals Group LLC / Wise Alloys Finance Corp. (a)

 

8.75%

 

12/15/2018

 

$

19,880

 

21,520,100

 

Wise Metals Intermediate Holdings LLC / Wise Holdings Finance Corp. (a)

9.75%

 

6/15/2019

 

12,677

 

13,738,699

 

 

 

 

 

 

 

 

 

56,266,342

 

Multiline Retail — 2.2%

 

 

 

 

 

 

 

 

 

JC Penney Corp, Inc.:

 

 

 

 

 

 

 

 

 

 

 

5.65%

 

6/1/2020

 

9,505

 

8,388,163

 

 

 

8.13%

 

10/1/2019

 

10,250

 

10,250,000

 

The Neiman Marcus Group, Inc. PIK (a)

 

8.75%

 

10/15/2021

 

22,955

 

24,676,625

 

 

 

 

 

 

 

 

 

43,314,788

 

 

 

See Accompanying Notes to Financial Statements.

7


 

Avenue Credit Strategies Fund

Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels — 4.1%

 

 

 

 

 

 

 

 

 

Carrizo Oil & Gas, Inc.

 

6.25%

 

4/15/2023

 

$

6,065

 

$

6,155,975

 

Connacher Oil and Gas Ltd.:

 

 

 

 

 

 

 

 

 

 

 

8.50%

 

8/1/2019

(a)(c)

21,518

 

2,205,595

 

 

 

8.75%

 

8/1/2018

(a)(b)(c)

CAD

13,904

 

1,152,424

 

Endeavour International Corp. (b)(c)

 

12.00%

 

3/1/2018

 

$

43,592

 

5,666,960

 

EXCO Resources, Inc.

 

8.50%

 

4/15/2022

 

4,637

 

2,770,607

 

Gates Global LLC / Gates Global Co.:

 

 

 

 

 

 

 

 

 

 

 

5.75%

 

7/15/2022

(d)

EUR

4,900

 

5,116,827

 

 

 

5.75%

 

7/15/2022

(a)

5,000

 

5,221,252

 

 

 

6.00%

 

7/15/2022

(a)

$

24,500

 

22,846,250

 

Gulfport Energy Corp. (a)

 

6.63%

 

5/1/2023

 

870

 

885,225

 

Halcon Resources Corp. (a)

 

8.63%

 

2/1/2020

 

9,089

 

9,458,241

 

New Gulf Resources LLC/NGR Finance Corp.

 

11.75%

 

5/15/2019

 

4,100

 

3,198,000

 

Niska Gas Storage

 

6.50%

 

4/1/2019

 

2,652

 

2,048,670

 

Northern Oil and Gas, Inc.

 

8.00%

 

6/1/2020

 

3,765

 

3,609,694

 

Quicksilver Resources, Inc. (a)(b)(c)(h)

 

0.00%

 

6/21/2019

 

10,828

 

6,848,710

 

US Shale Solutions, Inc. (a)(i)

 

12.50%

 

9/1/2017

 

1,022

 

5,211,690

 

 

 

 

 

 

 

 

 

82,396,120

 

Pharmaceuticals — 0.5%

 

 

 

 

 

 

 

 

 

Concordia Healthcare Corp. (a)

 

7.00%

 

4/15/2023

 

7,918

 

8,036,770

 

JLL/Delta Dutch Pledgeco BV (a)

 

8.75%

 

5/1/2020

 

1,729

 

1,746,290

 

 

 

 

 

 

 

 

 

9,783,060

 

Real Estate Investment Trusts (REITs) — 0.0% (f)

 

 

 

 

 

 

 

 

 

Communications Sales & Leasing, Inc. (a)

 

8.25%

 

10/15/2023

 

870

 

892,838

 

Road & Rail — 1.3%

 

 

 

 

 

 

 

 

 

Jack Cooper Holdings Corp. (a)

 

10.25%

 

6/1/2020

 

29,183

 

25,170,338

 

Software — 0.9%

 

 

 

 

 

 

 

 

 

BMC Software Finance, Inc. (a)

 

8.13%

 

7/15/2021

 

8,212

 

7,534,510

 

Boxer Parent Co, Inc. PIK (a)

 

9.00%

 

10/15/2019

 

11,738

 

9,625,160

 

 

 

 

 

 

 

 

 

17,159,670

 

Specialty Retail — 0.4%

 

 

 

 

 

 

 

 

 

Matalan Finance PLC:

 

 

 

 

 

 

 

 

 

 

 

6.88%

 

6/1/2019

(a)

GBP

1,000

 

1,558,024

 

 

 

6.88%

 

6/1/2019

(d)

3,950

 

6,154,197

 

 

 

 

 

 

 

 

 

7,712,221

 

Technology Hardware, Storage & Peripherals — 0.1%

 

 

 

 

 

 

 

 

 

Oberthur Technologies Holding SAS (a)

 

9.25%

 

4/30/2020

 

EUR

1,681

 

2,052,668

 

Wireless Telecommunication Services — 0.6%

 

 

 

 

 

 

 

 

 

Arqiva Broadcast Finance PLC (a)

 

9.50%

 

3/31/2020

 

GBP

7,625

 

12,962,591

 

TOTAL CORPORATE BONDS & NOTES (Cost $1,352,648,759)

 

 

 

 

 

 

 

1,250,493,967

 

SENIOR LOANS — 24.4% (h)(j)

 

 

 

 

 

 

 

 

 

Auto Components — 0.5%

 

 

 

 

 

 

 

 

 

Chassix Holdings, Inc. DIP Delayed Draw Term Loan (g)

 

10.00%

 

12/14/2015

 

$

1,082

 

1,081,617

 

Chassix Holdings, Inc. DIP Term Loan (g)

 

10.00%

 

12/14/2015

 

8,498

 

8,497,792

 

 

 

 

 

 

 

 

 

9,579,409

 

Capital Markets — 1.0%

 

 

 

 

 

 

 

 

 

Panda Power (Moxie Patriot) LLC Term Loan B1

 

6.75%

 

12/19/2020

 

20,500

 

20,576,875

 

Chemicals — 1.2%

 

 

 

 

 

 

 

 

 

Solenis International, LP USD 2nd Lien Term Loan

 

7.75%

 

7/31/2022

 

25,368

 

24,585,420

 

 

 

See Accompanying Notes to Financial Statements.

8


 

Avenue Credit Strategies Fund

Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Security Description

 

Coupon

 

Maturity

 

Principal
Amount (000)

 

Value

 

 

 

 

 

 

 

 

 

 

 

Construction Materials — 0.9%

 

 

 

 

 

 

 

 

 

Grupo Cementos Portland Valderrivas Term Loan A1

 

4.58%

 

8/1/2016

 

EUR

2,503

 

$

2,613,527

 

Grupo Cementos Portland Valderrivas Term Loan A2

 

4.58%

 

8/1/2016

 

8,381

 

8,751,544

 

Grupo Cementos Portland Valderrivas Term Loan C

 

4.00%

 

8/1/2016

 

6,000

 

6,265,503

 

 

 

 

 

 

 

 

 

17,630,574

 

Containers & Packaging — 1.5%

 

 

 

 

 

 

 

 

 

Mauser Holdings Term Loan (h)

 

8.25%

 

7/31/2022

 

$

29,519

 

29,021,014

 

Diversified Consumer Services — 0.7%

 

 

 

 

 

 

 

 

 

Cengage Learning Acquisitions Term Loan

 

7.00%

 

3/31/2020

 

7,168

 

7,205,949

 

Weight Watchers Term Loan B2

 

4.00%

 

4/2/2020

 

12,504

 

6,651,094

 

 

 

 

 

 

 

 

 

13,857,043

 

Electric Utilities — 0.6%

 

 

 

 

 

 

 

 

 

La Paloma Generating Co. LLC 2nd Lien Term Loan

 

9.25%

 

2/20/2020

 

15,500

 

12,787,500

 

Energy Equipment & Services — 0.5%

 

 

 

 

 

 

 

 

 

Drillships Financing Holding, Inc. Term Loan B1

 

6.00%

 

3/31/2021

 

12,060

 

9,742,601

 

Health Care Equipment & Supplies — 1.8%

 

 

 

 

 

 

 

 

 

Accellent, Inc. 2nd Lien Term Loan

 

7.50%

 

3/11/2022

 

36,903

 

35,389,977

 

Health Care Providers & Services — 1.0%

 

 

 

 

 

 

 

 

 

Surgery Center Holdings, Inc. 2nd Lien Term Loan

 

8.50%

 

11/3/2021

 

20,568

 

20,430,414

 

Household Products — 1.0%

 

 

 

 

 

 

 

 

 

KIK Custom Products, Inc. 2nd Lien Term Loan

 

9.50%

 

10/29/2019

 

19,670

 

19,660,165

 

Independent Power and Renewable Electricity Producers — 0.3%

 

 

 

 

 

 

 

 

 

Panda Power Funds Term Loan B1

 

6.50%

 

11/13/2021

 

6,000

 

6,049,980

 

Insurance — 0.6%

 

 

 

 

 

 

 

 

 

Asurion LLC 2nd Lien Term Loan

 

8.50%

 

3/3/2021

 

11,800

 

11,959,300

 

Media — 5.1%

 

 

 

 

 

 

 

 

 

Clear Channel Communications Term Loan

 

6.93%

 

1/30/2019

 

8,500

 

8,128,125

 

Endemol (AP NMT Acquisition) 1st Lien Term Loan:

 

 

 

 

 

 

 

 

 

 

 

6.75%

 

8/13/2021

 

38,650

 

38,495,176

 

 

 

7.00%

 

8/13/2021

 

EUR

2,985

 

3,337,730

 

Getty Images, Inc. Term Loan

 

4.75%

 

10/18/2019

 

$

15,813

 

13,640,749

 

IMG Worldwide, Inc. 2nd Lien Term Loan

 

8.25%

 

5/6/2022

 

21,843

 

21,278,795

 

Promotora De Informaciones SA Term Loan 3 PIK:

 

 

 

 

 

 

 

 

 

 

 

2.50%

 

12/12/2019

 

EUR

13,041

 

10,945,574

 

 

 

2.50%

 

12/12/2019

 

6,206

 

6,140,620

 

 

 

 

 

 

 

 

 

101,966,769

 

Metals & Mining — 0.5%

 

 

 

 

 

 

 

 

 

Essar Steel Minnesota LLC Term Loan (g)

 

11.50%

 

9/30/2020

 

$

10,273

 

9,245,700

 

Multiline Retail — 0.2%

 

 

 

 

 

 

 

 

 

JC Penney Corp, Inc. Term Loan

 

6.00%

 

5/22/2018

 

3,566

 

3,564,240

 

Oil, Gas & Consumable Fuels — 1.8%

 

 

 

 

 

 

 

 

 

ATP Oil & Gas Corp. DIP Money Term Loan PIK (c)(g)

 

4.50%

 

12/31/2015

 

28

 

 

ATP Oil & Gas Corp. DIP Add-On Term Loan PIK (c)(g)

 

4.50%

 

12/31/2015

 

3

 

 

ATP Oil & Gas Corp. DIP Refinancing Term Loan PIK (c)(g)

 

4.50%

 

12/31/2015

 

52

 

 

ATP Oil & Gas Corp. DIP Term Loan PIK (c)(g)

 

4.50%

 

12/31/2015

 

16

 

 

Bennu Oil & Gas LLC Replacement Loans PIK

 

9.75%

 

11/1/2018

 

18,511

 

14,836,444

 

Endeavour International Holdings Term Loan

 

11.00%

 

1/2/2017

 

17,725

 

14,445,875

 

Samson Investment Co. Term Loan B

 

5.00%

 

9/25/2018

 

5,583

 

2,657,508

 

Southern Pacific Resource Corp. 1st Lien Term Loan (b)(c)(g)

 

14.25%

 

3/31/2019

 

6,362

 

3,180,963

 

 

 

 

 

 

 

 

 

35,120,790

 

 

 

See Accompanying Notes to Financial Statements.

9


 

Avenue Credit Strategies Fund

Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Security Description

 

 

 

Coupon

 

 

 

Maturity

 

 

 

Principal
Amount (000)

 

 

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

Professional Services — 0.6%

 

 

 

 

 

 

 

 

 

Academi Holdings, LLC 1st Lien Term Loan (g)

 

6.25%

 

7/25/2019

 

$

7,852

 

$

7,773,802

 

Academi Holdings, LLC 2nd Lien Term Loan (g)

 

11.00%

 

7/25/2020

 

4,245

 

4,160,100

 

 

 

 

 

 

 

 

 

11,933,902

 

Software — 0.6%

 

 

 

 

 

 

 

 

 

Applied Systems, Inc. 2nd Lien Term Loan

 

7.50%

 

1/23/2022

 

12,698

 

12,769,483

 

Technology Hardware, Storage & Peripherals — 1.9%

 

 

 

 

 

 

 

 

 

Eastman Kodak Co. 1st Lien Term Loan

 

7.25%

 

9/3/2019

 

33,361

 

33,444,320

 

Oberthur Technologies Holdings SAS Term Loan B1

 

4.75%

 

10/18/2019

 

EUR

1,975

 

2,235,658

 

Oberthur Technologies Holdings SAS Term Loan B2

 

4.50%

 

10/18/2019

 

$

1,975

 

1,984,875

 

 

 

 

 

 

 

 

 

37,664,853

 

Trading Companies & Distributors — 2.1%

 

 

 

 

 

 

 

 

 

Neff Rental LLC 2nd Lien Term Loan

 

7.25%

 

6/9/2021

 

42,647

 

41,954,079

 

 

 

 

 

 

 

 

 

 

 

TOTAL SENIOR LOANS (Cost $509,600,509)

 

 

 

 

 

 

 

485,490,088

 

 

 

 

 

 

 

 

 

 

 

CONVERTIBLE BONDS — 3.7%

 

 

 

 

 

 

 

 

 

Banks — 1.0%

 

 

 

 

 

 

 

 

 

Societe Generale SA (a)(h)

 

7.88%

 

(e)

 

$

6,085

 

6,313,188

 

The Bank Of New York Mellon (Unicredit) (h)

 

4.55%

 

12/15/2050

 

EUR

12,500

 

9,386,323

 

UniCredit SpA (d)(h)

 

8.00%

 

(e)

 

$

5,205

 

5,319,510

 

 

 

 

 

 

 

 

 

21,019,021

 

Household Durables — 0.3%

 

 

 

 

 

 

 

 

 

K Hovnanian Enterprises, Inc.

 

6.00%

 

12/1/2017

 

5,265

 

5,472,309

 

Machinery — 1.5%

 

 

 

 

 

 

 

 

 

Meritor, Inc.

 

7.88%

 

3/1/2026

 

19,652

 

30,067,560

 

Oil, Gas & Consumable Fuels — 0.1%

 

 

 

 

 

 

 

 

 

Connacher Oil & Gas (b)(g)

 

12.00%

 

8/31/2018

 

1,376

 

1,376,383

 

Thrifts & Mortgage Finance — 0.8%

 

 

 

 

 

 

 

 

 

MGIC Investment Corp.:

 

 

 

 

 

 

 

 

 

 

 

2.00%

 

4/1/2020

 

8,377

 

13,110,005

 

 

 

9.00%

 

4/1/2063(a)

 

1,875

 

2,433,984

 

 

 

 

 

 

 

 

 

15,543,989

 

 

 

 

 

 

 

 

 

 

 

TOTAL CONVERTIBLE BONDS (Cost $68,012,965)

 

 

 

 

 

 

 

73,479,262

 

 

 

 

 

 

 

 

 

 

 

MUNICIPAL BONDS — 1.0%

 

 

 

 

 

 

 

 

 

Puerto Rico — 1.0%

 

 

 

 

 

 

 

 

 

Commonwealth of Puerto Rico

 

8.00%

 

7/1/2035

 

8,315

 

6,464,913

 

Government Development Bank for Puerto Rico:

 

 

 

 

 

 

 

 

 

 

 

3.88%

 

2/1/2017

 

10,845

 

7,392,169

 

 

 

4.35%

 

8/1/2018

 

5,340

 

3,100,938

 

 

 

4.90%

 

8/1/2021

 

6,570

 

3,025,419

 

 

 

 

 

 

 

 

 

 

 

TOTAL MUNICIPAL BONDS (Cost $24,961,425)

 

 

 

 

 

 

 

19,983,439

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares (000)

 

 

 

 

PREFERRED STOCKS — 0.5%

 

 

 

 

 

 

 

 

 

Banks — 0.5%

 

 

 

 

 

 

 

 

 

RBS Capital Funding Trust V

 

5.90%

 

(e)

 

203

 

4,993,117

 

RBS Capital Funding Trust VII

 

6.08%

 

(e)

 

200

 

4,978,000

 

 

 

 

 

 

 

 

 

 

 

TOTAL PREFERRED STOCKS (Cost $8,805,289)

 

 

 

 

 

 

 

9,971,117

 

 

 

See Accompanying Notes to Financial Statements.

10


 

Avenue Credit Strategies Fund

Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Security Description

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY — 0.9%

 

 

 

 

 

 

 

 

 

Automobiles — 0.7%

 

 

 

 

 

 

 

 

 

Ford Motor Co.

 

 

 

 

 

900,000

 

$

14,220,000

 

Diversified Consumer Services — 0.2%

 

 

 

 

 

 

 

 

 

Cengage Learning Acquisitions, Inc.

 

 

 

 

 

192,348

 

4,904,874

 

Hotels, Restaurants & Leisure — 0.0% (f)

 

 

 

 

 

 

 

 

 

MGM Resorts International

 

 

 

 

 

13,457

 

284,616

 

 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY (Cost $19,534,386)

 

 

 

 

 

 

 

19,409,490

 

 

 

 

 

 

 

 

 

 

 

WARRANTS — 0.0% (f)

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels — 0.0% (f)

 

 

 

 

 

 

 

 

 

US Shale Solution, Inc. Call Expires 9/1/2024 (g)

 

 

 

 

 

10,219

 

 

 

 

 

 

 

 

 

 

 

 

PRIVATE EQUITY — 0.0% (f)

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels — 0.0% (f)

 

 

 

 

 

 

 

 

 

Bennu Oil And Gas, LLC Series A

 

 

 

 

 

3,420

 

54,720

 

Bennu Oil And Gas, LLC Series B (g)

 

 

 

 

 

488

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PRIVATE EQUITY (Cost $289,206)

 

 

 

 

 

 

 

54,720

 

TOTAL LONG-TERM INVESTMENTS — 93.3% (Cost $1,983,852,539)

 

 

 

 

 

 

 

1,858,882,083

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal
Amount (000)

 

 

 

 

 

 

SHORT-TERM INVESTMENTS — 7.2%

 

 

 

 

 

 

 

 

 

REPURCHASE AGREEMENT — 7.2%

 

 

 

 

 

 

 

 

 

State Street Repurchase Agreement, dated 4/30/2015, due 5/1/2015 at 0.01%, collateralized by U.S. Treasury securities maturing on 1/31/2019, market value $146,043,319 (repurchase proceed $143,175,963)

 

 

 

 

 

$143,176

 

143,175,923

 

 

 

 

 

 

 

 

 

 

 

TOTAL SHORT-TERM INVESTMENTS — 7.2% (Cost $143,175,923)

 

 

 

 

 

 

 

143,175,923

 

TOTAL INVESTMENTS — 100.5% (Cost $2,127,028,462)

 

 

 

 

 

 

 

2,002,058,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coupon

 

 

 

Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CORPORATE BONDS SOLD SHORT — (0.4)%

 

 

 

 

 

 

 

 

 

Energy Equipment & Services — (0.1)%

 

 

 

 

 

 

 

 

 

Paragon Offshore PLC (a)

 

6.75%

 

7/15/2022

 

(2,573)

 

(1,093,525

)

Oil, Gas & Consumable Fuels — (0.1)%

 

 

 

 

 

 

 

 

 

Offshore Group Investment Ltd.

 

7.13%

 

4/1/2023

 

(5,150)

 

(3,347,500

)

Specialty Retail — (0.2)%

 

 

 

 

 

 

 

 

 

Guitar Center, Inc. (a)

 

6.50%

 

4/15/2019

 

(4,250)

 

(3,782,500

)

 

 

 

 

 

 

 

 

 

 

TOTAL CORPORATE BONDS SOLD SHORT — (0.4)% (Proceeds $10,284,675)

 

 

 

 

 

 

 

(8,223,525

)

 

 

 

 

 

 

 

 

 

 

TOTAL SECURITIES SOLD SHORT — (0.4)% (Proceeds $10,284,675)

 

 

 

 

 

 

 

(8,223,525

)

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS & LIABILITIES — (0.1)%

 

 

 

 

 

 

 

(2,516,091

)

NET ASSETS — 100.0%

 

 

 

 

 

 

 

$1,991,318,390

 

 

 

See Accompanying Notes to Financial Statements.

11


 

Avenue Credit Strategies Fund

Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

 

 

 

Percentages are calculated as a percentage of net assets as of April 30, 2015.

(a)

Securities exempt from registration under Rule 144a of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, to Qualified Institutional Investors as defined in Rule 144a promulgated under the Securities Act of 1933, as amended.

(b)

Defaulted security. Issuer in bankruptcy.

(c)

Non-income producing.

(d)

Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

(e)

Perpetual Maturity.

(f)

Amount shown represents less than 0.05% of net assets.

(g)

For fair value measurement disclosure purposes, security is categorized as Level 3.

(h)

Variable rate security. Rate shown is rate in effect at April 30, 2015.

(i)

Represents a $1,000 par value thus total principal amount is 10,219,000.

(j)

Interest rates on Senior Loans may be fixed or may float periodically. On floating rate Senior Loans, the interest rates typically are adjusted based on a base rate plus a premium or spread over the base rate. The base rate usually is a standard inter-bank offered rate, such as a LIBOR, the prime rate offered by one or more major U.S. banks, or the certificate of deposit rate or other base lending rates used by commercial lenders. Floating rate Senior Loans adjust over different time periods, including daily, monthly, quarterly, semi-annually or annually.

DIP — Debtor In Possession

PIK — Payment in Kind

PLC — Public Limited Company

SCA — Societe en Commandite par Actions

 

 

Geographic Allocation of Investments:

 

Country

 

 

Percentage of Net Assets

 

Value

 

 

 

 

 

 

 

 

 

 

United States (Includes Short-Term Investments)

 

 

69.4

%

 

$

1,382,112,039

 

Luxembourg

 

 

6.6

 

 

131,521,824

 

United Kingdom

 

 

5.4

 

 

108,796,485

 

Netherlands

 

 

4.6

 

 

91,976,193

 

Canada

 

 

4.3

 

 

83,242,915

 

Germany

 

 

2.8

 

 

54,435,762

 

Greece

 

 

2.5

 

 

50,425,676

 

Italy

 

 

2.0

 

 

40,763,784

 

Spain

 

 

1.7

 

 

34,716,768

 

France

 

 

0.6

 

 

12,586,389

 

Ireland

 

 

0.3

 

 

5,785,500

 

Norway

 

 

0.2

 

 

3,000,173

 

Switzerland

 

 

0.1

 

 

2,694,498

 

Total Investments

 

 

100.5

%

 

$

2,002,058,006

 

 

 

 

 

 

 

 

 

United States (securities sold short)

 

 

(0.4

)%

 

$

(8,223,525

)

Total Securities Sold Short

 

 

(0.4

)%

 

$

(8,223,525

)

 

The geographic allocation is based on where Avenue Capital Management II L.P., the “Investment Adviser”, believes the country of risk to be. Country of risk is traditionally the country where the majority of the company’s operations are based, where it is headquartered or where the primary source of revenue risk is as determined by the Investment Adviser. Investments in non-U.S. securities are subject to the risk of currency fluctuations and to political risks associated with such foreign counties.

 

 

See Accompanying Notes to Financial Statements.

12


 

Avenue Credit Strategies Fund

Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

 

 

 

Forward Foreign Currency Contracts:

 

 

 

 

 

 

 

 

Net Unrealized

 

 

Settlement
Date

 

Amount

 

Value

 

In Exchange for
U.S. $

 

Appreciation
(Depreciation)

 

Counterparty

 

 

 

 

 

 

 

 

 

 

 

Forward Foreign Currency Contracts to Buy:

 

05/11/2015

 

CAD

5,047,643

 

$   4,183,122

 

$  4,056,997

 

$    126,125

 

State Street Bank and Trust Co.

 

05/11/2015

 

EUR

25,478,454

 

28,610,663

 

28,767,423

 

(156,760

)

State Street Bank and Trust Co.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30,635

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward Foreign Currency Contracts to Sell:

 

05/11/2015

 

CAD

6,994,203

 

5,796,291

 

5,537,311

 

(258,980

)

State Street Bank and Trust Co.

 

05/11/2015

 

EUR

150,856,435

 

169,402,061

 

169,180,149

 

(221,912

)

State Street Bank and Trust Co.

 

05/11/2015

 

GBP

50,875,078

 

78,089,295

 

76,625,438

 

(1,463,857

)

State Street Bank and Trust Co.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,944,749

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

$(1,975,384

)

 

 

 

CAD — Canadian Dollar

EUR — Euro Currency

GBP — Great British Pound

 

 

Unfunded Loan Commitments:

 

As of April 30, 2015, the Fund had the following unfunded loan commitments:

 

Borrower

 

 

Unfunded Commitment

 

Funded

 

Unrealized Appreciation (Depreciation)

 

 

 

 

 

 

 

 

 

 

Chassix Holdings, Exit Term Loan 3/12/2019

 

$  4,759,511

 

$—

 

$(4,838)

 

Tenet Healthcare Corporation Secured Bridge Loan 3/22/2016

 

$  4,342,000

 

$—

 

$       —

 

Tenet Healthcare Corporation Unsecured Bridge Loan 3/22/2016

 

$13,026,000

 

$—

 

$       —

 

 

 

Swap Contracts:

 

At April 30, 2015, outstanding swap contracts were as follows:

 

Buy Protection:

 

Counterparty

 

Reference
Obligation

 

Implied
Credit Spread
(Basis Points)

 

Notional
Amount*

 

Fixed Rate**

 

Expiration
Date

 

Market
Value***

 

Upfront
Premiums
Paid
(Received)

 

Unrealized
Appreciation/
(Depreciation)

 

OTC Swaps:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank

 

Jones Group

 

1,099

 

USD

3,000,000

 

5.00

 

9/20/2019

 

$

554,723

 

$

268,623

 

 

$

286,100

 

 

Goldman Sachs

 

Parker Drilling

 

646

 

USD

4,000,000

 

5.00

 

12/20/2019

 

199,260

 

108,437

 

90,823

 

 

Goldman Sachs

 

Sears Roebuck

 

715

 

USD

9,901,000

 

5.00

 

9/20/2016

 

219,533

 

1,188,005

 

(968,472

)

 

Goldman Sachs

 

Sears Roebuck

 

744

 

USD

3,682,000

 

5.00

 

12/20/2016

 

113,987

 

624,716

 

(510,729

)

 

Goldman Sachs

 

Sears Roebuck

 

1,017

 

USD

6,233,000

 

5.00

 

12/20/2019

 

1,029,851

 

1,760,779

 

(730,928

)

 

Goldman Sachs

 

Sears Roebuck

 

1,043

 

USD

2,469,000

 

5.00

 

6/20/2020

 

454,356

 

463,188

 

 

(8,832

)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,571,710

 

$

4,413,748

 

 

$

(1,842,038

)

 

 

 

See Accompanying Notes to Financial Statements.

13


 

Avenue Credit Strategies Fund

Schedule of Investments (concluded)

April 30, 2015 (unaudited)

 

 

 

 

Counterparty

 

Reference
Obligation

 

Implied
Credit Spread
(Basis Points)

 

Notional
Amount*

 

Fixed Rate**

 

Expiration
Date

 

Market
Value***

 

Upfront
Premiums
Paid
(Received)

 

Unrealized
Appreciation/
(Depreciation)

 

Centrally Cleared Swaps:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ICE

 

iTraxx Europe Crossover
Series 22 Version 1

 

270

 

EUR

40,500,000

 

5.00

 

12/20/2019

 

$

(4,683,400

)

$

(2,376,805

)

$

(2,306,595

)

ICE

 

Markit CDX NA
High Yield Index

 

303

 

USD

24,500,000

 

5.00

 

12/20/2019

 

(2,138,381

)

(1,303,879

)

(834,502

)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(6,821,781

)

$

(3,680,684

)

$

(3,141,097

)

 

Sell Protection:

 

Counterparty

 

Reference
Obligation

 

Implied
Credit Spread
(Basis Points)

 

Notional
Amount*

 

Fixed Rate**

 

Expiration
Date

 

Market
Value***

 

Upfront
Premiums
Paid
(Received)

 

Unrealized
Appreciation/
(Depreciation)

 

OTC Swaps:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank

 

MGIC Investment Corp.

 

125

 

USD

1,500,000

 

5.00

 

9/20/2018

 

$

194,241

 

$

(1,218

)

$

195,459

 

Citibank

 

MBIA Insurance Corp.

 

1,455

 

USD

3,000,000

 

5.00

 

6/20/2018

 

(554,606

)

(101,520

)

(453,086

)

Citibank

 

MBIA Insurance Corp.

 

1,443

 

USD

4,500,000

 

5.00

 

9/20/2018

 

(858,548

)

(254,042

)

(604,506

)

Citibank

 

MBIA Insurance Corp.

 

1,432

 

USD

7,500,000

 

5.00

 

12/20/2018

 

(1,471,938

)

(800,637

)

(671,301

)

Citibank

 

MBIA Insurance Corp.

 

1,423

 

USD

7,500,000

 

5.00

 

3/20/2019

 

(1,509,868

)

(604,360

)

(905,508

)

Citibank

 

MBIA Insurance Corp.

 

1,408

 

USD

7,400,000

 

5.00

 

9/20/2019

 

(1,559,818

)

(721,740

)

(838,078

)

Citibank

 

JC Penney Corp.

 

659

 

USD

7,500,000

 

5.00

 

12/20/2019

 

(407,443

)

(451,838

)

44,395

 

Citibank

 

MBIA Insurance Corp.

 

1,397

 

USD

10,275,000

 

5.00

 

3/20/2020

 

(2,250,814

)

(2,214,533

)

(36,281

)

Goldman Sachs

 

MBIA Insurance Corp.

 

1,432

 

USD

12,000,000

 

5.00

 

12/20/2018

 

(2,355,100

)

(1,399,547

)

(955,553

)

Goldman Sachs

 

MBIA Insurance Corp.

 

1,423

 

USD

7,000,000

 

5.00

 

3/20/2019

 

(1,409,211

)

(497,468

)

(911,743

)

Goldman Sachs

 

MBIA Insurance Corp.

 

1,408

 

USD

1,650,000

 

5.00

 

9/20/2019

 

(347,797

)

(174,666

)

(173,131

)

Goldman Sachs

 

MBIA Insurance Corp.

 

1,402

 

USD

7,500,000

 

5.00

 

12/20/2019

 

(1,612,988

)

(880,906

)

(732,082

)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(14,143,890

)

$

(8,102,475

)

$

(6,041,415

)

 

*

If the Fund is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Fund could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At April 30, 2015, such maximum potential amount for all open credit default swaps in which the Fund is the seller was $77,325,000.

**

The fixed rate represents the fixed annual rate of interest paid by the Fund (as a buyer of protection) or received by the Fund (as a seller of protection) annually on the notional amount of the credit default swap contract.

***

Implied credit spreads are an indication of the seller’s performance risk, related to the likelihood of a credit event occurring that would require a seller to make payment to a buyer. Implied credit spreads are used to determine the value of swap contracts and reflect the cost of buying/selling protection, which may include upfront payments made to enter into the contract. Therefore, higher spreads would indicate a greater likelihood that a seller will be obligated to perform (i.e., make payment) under the swap contract. Increasing values, in absolute terms and relative to notional amounts, are also indicative of greater performance risk. Implied credit spreads for credit default swaps on credit indexes are linked to the weighted average spread across the underlying reference obligations included in a particular index.

 

 

See Accompanying Notes to Financial Statements.

14

 


 

Avenue Credit Strategies Fund

Statement of Assets and Liabilities

April 30, 2015 (unaudited)

 

Assets

 

 

 

Investments in securities, at value (cost $2,127,028,462)

 

$

2,002,058,006

 

Receivable for investments sold

 

20,425,910

 

Interest receivable — unaffiliated issuers

 

25,285,347

 

Cash collateral held at broker

 

25,147,336

 

Foreign currency, at value (cost $11,174,385)

 

11,159,012

 

Receivable for fund shares sold

 

1,772,902

 

Unrealized appreciation on OTC swap contracts

 

616,777

 

Prepaid expenses

 

186,522

 

Receivable for variation margin on open centrally cleared swap contracts

 

193,568

 

Cash

 

76

 

Total Assets

 

2,086,845,456

 

Liabilities

 

 

 

Payable for investments purchased

 

65,638,926

 

Unrealized depreciation on OTC swap contracts

 

8,500,230

 

Securities sold short, at value (proceeds of $10,284,675)

 

8,223,525

 

Payable for fund shares redeemed

 

4,634,530

 

Premium received, net of OTC swap contracts

 

3,688,727

 

Accrued investment advisory fee

 

1,654,342

 

Net unrealized depreciation on open forward foreign currency contracts

 

1,975,384

 

Accrued expenses

 

979,531

 

Distribution fee payable — Investor Class

 

103,039

 

Interest payable — short sales

 

93,994

 

Accrued Trustee’s fees and expenses

 

30,000

 

Unfunded loan commitments

 

4,838

 

Total Liabilities

 

95,527,066

 

Net Assets

 

$

1,991,318,390

 

Net Assets Consist of:

 

 

 

Paid in capital

 

$

2,119,864,882

 

Undistributed net investment income

 

19,065,167

 

Accumulated net realized loss on investments, securities sold short, forward foreign currency contracts, foreign currency transactions and swap contracts

 

(12,098,752

)

Net unrealized appreciation (depreciation) on investments, securities sold short, forward foreign currency contracts, foreign currency transactions and swap contracts

 

(135,512,907

)

Net Assets

 

$

1,991,318,390

 

Net Asset Value Per Share

 

 

 

Institutional Class Shares

 

 

 

$1,490,092,763 divided by 137,804,202 shares outstanding
($0.001 par value Shares of Beneficial Interest outstanding)

 

$

10.81

 

Investor Class Shares

 

 

 

$501,225,627 divided by 46,409,874 shares outstanding
($0.001 par value Shares of Beneficial Interest outstanding)

 

$

10.80

 

 

 

See Accompanying Notes to Financial Statements.
15


 

Avenue Credit Strategies Fund

Statement of Operations

For the six months ended April 30, 2015 (unaudited)

 

Investment Income

 

 

 

Interest income

 

$

70,189,261

 

Dividend income

 

1,862,330

 

Total Investment Income

 

72,051,591

 

 

 

 

 

Expenses

 

 

 

Investment Advisory fee

 

10,127,402

 

Interest expense related to securities sold short

 

1,609,052

 

Shareholder servicing fees — Institutional Class (Note 5)

 

782,777

 

Fund Accounting and Custody fees

 

606,315

 

Distribution fees — Investor Class (Note 5)

 

551,882

 

Administration fees

 

515,818

 

Transfer agent fees

 

451,387

 

Shareholder servicing fees — Investor Class (Note 5)

 

376,114

 

Professional fees

 

234,966

 

Dividend expense on securities sold short

 

148,980

 

Interest expense and commitment fee on credit facility

 

99,867

 

Registration fees

 

91,100

 

Insurance expense

 

90,184

 

Shareholder reporting expenses

 

81,409

 

Trustee’s fees and expenses

 

73,561

 

Loan servicing fees

 

12,645

 

Other expenses

 

82,479

 

Total expenses

 

15,935,938

 

Net Investment Income

 

56,115,653

 

 

 

 

 

Realized and Unrealized Gain (Loss) on Investments, Securities Sold Short, Forward Foreign Currency Contracts, Foreign Currency Transactions and Swap Contracts:

 

 

 

Net realized gain (loss) on:

 

 

 

Investments in securities

 

(38,999,864

)

Investments in securities sold short

 

9,859,858

 

Forward foreign currency contracts

 

33,869,453

 

Foreign currency transactions

 

(727,650

)

Swap contracts

 

(802,330

)

 

 

3,199,467

 

Net change in unrealized appreciation (depreciation) on:

 

 

 

Investments in securities

 

(87,096,740

)

Investments in securities sold short

 

637,849

 

Forward foreign currency contracts

 

(16,377,002

)

Foreign currency transactions

 

665,204

 

Swap contracts

 

(8,789,058

)

 

 

(110,959,747

)

Net realized and unrealized loss on investments, securities sold short, forward foreign currency contracts, foreign currency transactions and swap contracts

 

(107,760,280

)

Net decrease in net assets resulting from operations

 

$

(51,644,627

)

 

 

See Accompanying Notes to Financial Statements.

16


 

Avenue Credit Strategies Fund

Statement of Changes in Net Assets

 

 

 

Six Months Ended
April 30, 2015
(unaudited)

 

Year Ended
October 31, 2014

 

Increase in Net Assets from Operations:

 

 

 

 

 

Net investment income

 

$

56,115,653

 

$

70,848,459

 

Net realized gain (loss) on investments, securities sold short, forward foreign currency contracts, foreign currency transactions and swap contracts

 

3,199,467

 

(6,950,532

)

Net change in unrealized appreciation (depreciation) on investments, securities sold short, forward foreign currency contracts, foreign currency transactions and swap contracts

 

(110,959,747

)

(30,945,396

)

Net increase (decrease) in net assets resulting from operations

 

(51,644,627

)

32,952,531

 

Distributions to Shareholders from:

 

 

 

 

 

Net investment income:

 

 

 

 

 

Institutional Class

 

(29,325,660

)

(47,182,427

)

Investor Class

 

(7,980,671

)

(17,109,515

)

Net realized gains:

 

 

 

 

 

Institutional Class

 

(11,071,714

)

 

Investor Class

 

(2,862,157

)

 

Total distributions to shareholders

 

(51,240,202

)

(64,291,942

)

Capital Stock Transactions1

 

 

 

 

 

Institutional Class:

 

 

 

 

 

Subscriptions

 

425,542,296

 

1,631,719,131

 

Dividends Reinvested

 

22,512,690

 

25,662,652

 

Redemptions

 

(617,917,592

)

(241,878,022

)

Net increase (decrease) in net assets from capital stock transactions — Institutional Class

 

(169,862,606

)

1,415,503,761

 

Redemption fees

 

186,484

 

59,420

 

Investor Class:

 

 

 

 

 

Subscriptions

 

157,527,016

 

385,448,354

 

Dividends Reinvested

 

9,392,037

 

16,126,171

 

Redemptions

 

(83,410,382

)

(245,503,730

)

Net increase (decrease) in net assets from capital stock transactions — Investor Class

 

83,508,671

 

156,070,795

 

Redemption fees

 

14,376

 

80,195

 

Net increase (decrease) in net assets from capital stock transactions

 

(86,153,075

)

1,571,714,171

 

Net increase (decrease) in net assets during the period

 

(189,037,904

)

1,540,374,760

 

Net assets at beginning of period

 

2,180,356,294

 

639,981,534

 

Net assets, end of period (including undistributed net investment income of $19,065,167 and $255,845, respectively)

 

$

1,991,318,390

 

$

2,180,356,294

 

 

 

 

 

 

 

1         Capital Share Transactions:

 

 

 

 

 

Institutional Class:

 

 

 

 

 

Subscriptions

 

39,166,177

 

140,430,983

 

Dividends Reinvested

 

2,097,576

 

2,216,993

 

Redemptions

 

(56,993,941

)

(20,867,285

)

Net increase (decrease) in Institutional Class Shares Outstanding

 

(15,730,188

)

121,780,691

 

Investor Class:

 

 

 

 

 

Subscriptions

 

14,530,601

 

33,119,137

 

Dividends Reinvested

 

875,324

 

1,391,328

 

Redemptions

 

(7,700,712

)

(20,890,162

)

Net increase in Investor Class Shares Outstanding

 

7,705,213

 

13,620,303

 

 

 

See Accompanying Notes to Financial Statements.
17


 

Avenue Credit Strategies Fund — Institutional Class

Financial Highlights

Selected data for a share outstanding throughout each period

 

 

 

Six Months
Ended
April 30, 2015
(unaudited)

 

Year Ended
October 31, 2014

 

Year Ended
October 31, 2013

 

For the period
June 1, 2012*-
October 31, 2012

 

Net asset value, beginning of period

 

$

11.34

 

$

11.26

 

$

10.85

 

$

10.00

 

Income (loss) from investment operations:

 

 

 

 

 

 

 

 

 

Net investment income1

 

0.30

 

0.54

 

0.50

 

0.19

 

Net realized and unrealized gain (loss)

 

(0.56

)

(0.00

)2

0.87

 

0.83

 

Total from investment operations

 

(0.26

)

0.54

 

1.37

 

1.02

 

Distributions to shareholders from:

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.20

)

(0.46

)

(0.35

)

(0.17

)

Net realized gains

 

(0.07

)

 

(0.61

)

 

Total distributions

 

(0.27

)

(0.46

)

(0.96

)

(0.17

)

Redemption fees

 

0.002

 

0.00

2

0.00

2

 

Net asset value, end of period

 

$

10.81

 

$

11.34

 

$

11.26

 

$

10.85

 

Total return3

 

(2.21

)%4

4.79

%

13.24

%

10.20

%4

Net assets, end of period (in 000’s)

 

$

1,490,093

 

$

1,741,650

 

$

357,705

 

$

3,422

 

Ratio of expenses to average net assets

 

1.50

%5

1.79

%

1.64

%

1.50

%5

Ratio of expenses to average net assets excluding investment related expenses6

 

1.31

%5

1.44

%

1.50

%

1.50

%5

Ratio of net investment income (loss) to average net assets

 

5.60

%5

4.61

%

4.45

%

4.37

%5

 

 

 

 

 

 

 

 

 

 

Ratios before expense limitation/repayment:

 

 

 

 

 

 

 

 

 

Ratio of expenses to average net assets

 

1.50

%5

1.72

%

2.06

%

17.39

%5

Ratio of net investment income (loss) to average net assets

 

5.60

%5

4.68

%

4.03

%

(11.52

)%5

Portfolio turnover rate

 

24

%4

77

%

201

%

543

%4

 

 

 

 

 

 

 

 

 

 

 

*

Commencement of operations.

1

Per share amounts have been calculated using average shares outstanding.

2

Amount is less than $0.005 per share.

3

Represents aggregate total return for the periods indicated, and calculated by determining the percentage change in net asset value assuming the reinvestment of all distributions.

4

Not annualized.

5

Annualized.

6

Investment related expenses included dividend and interest expenses on short sales, stock loan fees and interest expenses.

 

 

See Accompanying Notes to Financial Statements.
18


 

Avenue Credit Strategies Fund — Investor Class

Financial Highlights

Selected data for a share outstanding throughout each period

 

 

 

Six Months
Ended
April 30, 2015
(unaudited)

 

Year Ended
October 31, 2014

 

Year Ended
October 31, 2013

 

For the period
June 1, 2012*-
October 31, 2012

 

Net asset value, beginning of period

 

$

11.33

 

$

11.25

 

$

10.85

 

$

10.00

 

Income (loss) from investment operations:

 

 

 

 

 

 

 

 

 

Net investment income1

 

0.29

 

0.51

 

0.47

 

0.18

 

Net realized and unrealized gain (loss)

 

(0.56

)

(0.00

)2

0.87

 

0.83

 

Total from investment operations

 

(0.27

)

0.51

 

1.34

 

1.01

 

Distributions to shareholders from:

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.19

)

(0.43

)

(0.33

)

(0.16

)

Net realized gains

 

(0.07

)

 

(0.61

)

 

Total distributions

 

(0.26

)

(0.43

)

(0.94

)

(0.16

)

Redemption fees

 

0.002

 

0.00

2

0.00

2

 

Net asset value, end of period

 

$

10.80

 

$

11.33

 

$

11.25

 

$

10.85

 

Total return3

 

(2.34

)%4

4.50

%

12.96

%

10.09

%4

Net assets, end of period (in 000’s)

 

$

501,226

 

$

438,706

 

$

282,276

 

$

2,958

 

Ratio of expenses to average net assets

 

1.82

%5

2.03

%

1.91

%

1.75

%5

Ratio of expenses to average net assets excluding investment related expenses6

 

1.64

%5

1.69

%

1.75

%

1.75

%5

Ratio of net investment income (loss) to average net assets

 

5.33

%5

4.38

%

4.19

%

4.20

%5

 

 

 

 

 

 

 

 

 

 

Ratios before expense limitation/repayment:

 

 

 

 

 

 

 

 

 

Ratio of expenses to average net assets

 

1.82

%5

1.96

%

2.35

%

16.89

%5

Ratio of net investment income (loss) to average net assets

 

5.33

%5

4.45

%

3.75

%

(10.94

)%5

Portfolio turnover rate

 

24

%4

77

%

201

%

543

%4

 

 

 

 

 

 

 

 

 

 

 

*

Commencement of operations.

1

Per share amounts have been calculated using average shares outstanding.

2

Amount is less than $0.005 per share.

3

Represents aggregate total return for the periods indicated, and calculated by determining the percentage change in net asset value assuming the reinvestment of all distributions.

4

Not annualized.

5

Annualized.

6

Investment related expenses included dividend and interest expenses on short sales, stock loan fees and interest expenses.

 

 

See Accompanying Notes to Financial Statements.

19

 


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments

April 30, 2015 (unaudited)

 

1. Organization

 

Avenue Mutual Funds Trust (the “Trust”) was organized as a statutory trust under the laws of the state of Delaware on March 5, 2012 and is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and currently consists of one non-diversified investment series: Avenue Credit Strategies Fund (the “Fund”). The Fund offers two classes of shares, an Institutional Class and an Investor Class. Both Classes have equal rights and voting privileges, except in matters affecting a single class. The Fund’s primary investment objective is to seek total return, primarily from capital appreciation, fees and interest income. The Fund commenced operations on June 1, 2012.

 

Avenue Capital Management II, L.P. (the “Investment Adviser”) is a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”).

 

2. Significant Accounting Policies

 

The following is a summary of significant accounting policies of the Fund in preparation of the financial statements.

 

SECURITY VALUATION — The net asset value (“NAV”) of each class of shares is generally determined daily by State Street Bank and Trust Company (“State Street”) as of the close of the regular trading session on the New York Stock Exchange (“NYSE”) on the days the NYSE is open for business. The NAV per share of the class is computed by dividing the total current value of the assets of the Fund attributable to a class, less class liabilities, by the total number of shares of that class of the Fund outstanding at the time such computation is made.

 

Corporate Bonds and Notes (including convertible and municipal bonds) and unlisted equities are valued using an evaluated quote provided by independent pricing services. Evaluated quotes provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institutional-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term debt securities purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

 

Senior Loans are valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institutional-size trading in similar groups of securities and other market data.

 

Trade claims are valued using quotes provided by the selling dealer or financial institution.

 

Equity securities listed on a U.S. stock exchange, including shares of exchange-traded funds, are valued at the latest quoted sales price on valuation date. Securities listed on a foreign exchange are valued at their closing price.

 

Investments in other open-end investment companies are valued at NAV.

 

Credit default swaps are valued using a pricing service, or, if the pricing service does not provide a value, by quotes provided by the selling dealer or financial institution.

 

Purchased options are valued using a pricing service, or, if the pricing service does not provide a value, by quotes provided by the selling dealer or financial institution.

 

 

20


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Forward foreign currency contracts are valued using quoted foreign exchange rates as of the close of the regular trading session on the NYSE (generally 4:00 pm Eastern Time) on the days the NYSE is open for business. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. If events materially affecting the price of foreign portfolio securities occur between the time when their price was last determined on such foreign securities exchange or market and the time when the Fund’s net asset value was last calculated, such securities may be valued at their fair value as determined in good faith in accordance with procedures established by the Board of Trustees of the Fund (the “Board”).

 

Where reliable market quotes are not readily available from a third party pricing service, investments are valued, where possible, using independent market indicators provided by independent pricing sources approved by the Board. Any investment and other assets or liabilities for which current market quotations are not readily available are valued at fair value as determined in good faith in accordance with procedures established by the Board.

 

SECURITY TRANSACTIONS AND INVESTMENT INCOME — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost. Interest income is recorded on the basis of interest accrued on the debt of those issuers who are currently paying in full, adjusted for amortization of premium or accretion of discount. For those issuers who are not paying in full, interest is recognized only if amounts are reasonably estimable and (considered to be) collectable. Discounts or premiums on debt securities purchased are accreted or amortized, respectively, to interest income over the lives of the respective securities, subject to collectability. Dividend income and distributions are recorded on the ex-dividend date (except for certain foreign dividends which may be recorded as soon as the Fund is informed of such dividend) net of applicable withholding taxes. Investment income, realized and unrealized gain (loss), and non-class specific expenses of the Fund are allocated upon the proportion of net assets of each class. Class specific expenses are borne by the respective share class.

 

FEDERAL INCOME TAXES — The Fund has elected to be treated as, and intends to continue to qualify as, a regulated investment company by qualifying with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and distributing substantially all of its ordinary income and long-term capital gains, if any, each year. Accordingly, no provision for U.S. federal income or excise taxes is required in the financial statements.

 

MUNICIPAL BONDS — The amount of public information available about municipal bonds is generally less than for corporate equities or bonds, meaning that the investment performance of municipal bond investments may be more dependent on the analytical abilities of the investment adviser than stock or corporate bond investments. The secondary market for municipal bonds also tends to be less well-developed and less liquid than many other securities markets, which may limit an owner’s ability to sell its bonds at attractive prices. The spread between the price at which an obligation can be purchased and the price at which it can be sold may widen during periods of market distress. Less liquid obligations can become more difficult to value and be subject to erratic price movements. The increased presence of non-traditional participants or the absence of traditional participants in the municipal markets may lead to greater volatility in the markets.

 

SENIOR LOANS — The Fund purchases assignments of, and participations in, senior secured floating rate and fixed rate loans (“Senior Loans”) originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a lending syndicate of financial institutions (the “Lender”). When purchasing an assignment, the Fund typically succeeds to all the

 

 

21


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

rights and obligations under the loan of the assigning Lender and becomes a lender under the credit agreement with respect to the debt obligation purchased. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more restricted than, those held by the assigning Lender. A participation typically results in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement or any rights of setoff against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation.

 

FOREIGN CURRENCY TRANSLATION — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately presented.

 

FORWARD FOREIGN CURRENCY CONTRACTS — The Fund may enter into forward foreign currency contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The Fund may enter into such forward contracts for hedging purposes. The forward foreign currency contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. In addition, these contracts may involve market risk in excess of the unrealized appreciation (depreciation) reflected in the Fund’s Statement of Assets and Liabilities. It is the Fund’s policy to net the unrealized appreciation and depreciation amounts for the same counterparty in presenting related amounts in the Statement of Assets and Liabilities.

 

Currently, the Fund executes all foreign currency contracts through State Street. Due to the Fund’s custodial contract with State Street, the Fund is able to avoid certain transaction fees and collateral requirements normally incurred with executing foreign currency contracts with third party brokers. The execution is done through an automated system with transparency as to other market participants and is monitored for best execution purposes.

 

PURCHASED OPTIONS — As the purchaser of an option, the Fund has the right to receive a cash payment equal to any depreciation in the value of the underlying security below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the underlying security over the strike price of the option (in the case of a call) as of the valuation date of the option. If an option which the Fund had purchased expires on the stipulated expiration date, the Fund will realize a loss in the amount of the cost of the option. If the Fund enters into a closing sale transaction, the Fund will realize a gain or loss, depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. If the Fund exercises a put option on a security, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Fund exercises a call option on a security, the cost of the security which the Fund purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

 

 

22


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

SHORT SALES — The Fund may engage in short sales. A short sale is a transaction in which the Fund sells an instrument that it does not own in anticipation that the market price will decline. To deliver the securities to the buyer, the Fund arranges through a broker to borrow the securities and, in so doing, the Fund becomes obligated to replace the securities borrowed at their market price at the time of replacement. When selling short, the Fund intends to replace the securities at a lower price and therefore, profit from the difference between the cost to replace the securities and the proceeds received from the sale of the securities. When the Fund makes a short sale, the proceeds it receives from the sale will be held on behalf of a broker until the Fund replaces the borrowed securities. The Fund may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced. The Fund’s obligation to replace the securities borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash and/or liquid securities. In addition, the Fund will place in a segregated account an amount of cash and/or liquid securities equal to the difference, if any, between (i) the market value of the securities sold at the time they were sold short, and (ii) any cash and/or liquid securities deposited as collateral with the broker in connection with the short sale. Short sales involve certain risks and special considerations. If the Fund incorrectly predicts that the price of the borrowed security will decline, the Fund will have to replace the securities with securities with a greater value than the amount received from the sale. As a result, losses from short sales differ from losses that could be incurred from a purchase of a security, because losses from short sales may be unlimited, whereas losses from purchases can equal only the total amount invested.

 

CREDIT DEFAULT SWAPS — An over the counter (“OTC”) credit default swap is an agreement between two parties to exchange the credit risk of a particular issuer or reference entity. Certain types of credit default swaps are exchange-listed and subject to clearing. In a credit default swap transaction, a buyer pays periodic fees in return for payment by the seller which is contingent upon an adverse credit event occurring in the underlying issuer or reference entity. The seller collects periodic fees from the buyer and profits if the credit of the underlying issuer or reference entity remains stable or improves while the swap is outstanding, but the seller in a credit default swap contract would be required to pay an agreed upon amount to the buyer (which may be the entire notional amount of the swap) in the event of a defined adverse credit event with respect to the reference entity. A buyer of a credit default swap is said to buy protection whereas a seller of a credit default swap is said to sell protection. The Fund uses credit default swaps on corporate issuers to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where the Fund owns or has exposure to the referenced obligation) or to take an active long or short position with respect to the likelihood of a particular issuer’s default.

 

Swaps generally do not involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that the Fund is contractually obligated to make. However, because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index, among other factors, can result in a loss substantially greater than the amount invested in the swap itself. If the other party to a swap defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive and could be in excess of the amounts recognized on the Fund’s Statement of Assets and Liabilities.

 

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate or sovereign issues as of period end are disclosed in the Schedule of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement.Wider credit spreads and increasing market values, in absolute terms when compared to the

 

 

23


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

 

The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of April 30, 2015 for which the Fund is a seller of protection are disclosed in the Schedule of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Fund for the same referenced entity or entities.

 

OTC swap payments received or made at the beginning of the measurement period are reflected as such and represent payments made or received upon entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, interest rates, and other relevant factors). These upfront payments are amortized to realized gains or losses over the life of the swap or are recorded as realized gains or losses upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss. Net periodic payments received or paid by the Fund are included as part of realized gains or losses. Changes in market value, if any, are reflected as a component of net changes in unrealized appreciation/depreciation on the Fund’s Statement of Operations. The Fund segregates assets in the form of cash or liquid securities (i) in an amount equal to the notional amount of the credit default swaps of which it is the seller and; (ii) in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis.

 

Certain swap contracts may be centrally cleared (“centrally cleared swaps”), whereby all payments made or received by the Fund pursuant to the contract are with a central clearing party (CCP) rather than the original counterparty. Central clearing is designed to reduce counterparty risk compared to uncleared swaps because central clearing interposes the CCP as the counterparty to each participant’s swap, but it does not eliminate those risks completely. For centrally cleared swaps, the daily change in valuation is recorded as a receivable or payable for variation margin and settled in cash with the CCP daily. Upfront payments or receipts, if any, are recorded as Premium paid or received, net for OTC swap contracts, respectively, and amortized over the life of the swap contract as realized gains or losses. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps. Upon entering into centrally cleared swaps, the Fund is required to deposit with the CCP, either in cash or securities, an amount equal to a certain percentage of the notional amount (initial margin), which is subject to adjustment. Credit default swap transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

 

REPURCHASE AGREEMENTS — The Fund may engage in repurchase agreements with broker-dealers, banks and other financial institutions to earn incremental income on temporarily available cash which would otherwise be uninvested. A repurchase agreement is a short-term investment in which the purchaser (i.e., the Fund) acquires ownership of a security and the seller agrees to repurchase the obligation at a future time and set price, thereby determining the yield during the holding period. Such agreements are carried at the contract amount, which is considered to represent fair value. It is the Fund’s policy that the value of collateral pledged (the securities received), which consists primarily of U.S. government securities and those of its agencies or instrumentalities, is not less than the repurchase price and is held by the custodian bank for the benefit of the Fund until maturity of the repurchase agreement. Repurchase agreements involve certain risks, including bankruptcy or other default of a seller of a repurchase agreement.

 

 

24

 


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

UNFUNDED LOAN COMMITMENTS — The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower’s discretion. These commitments are disclosed in the accompanying Schedule of Investments. At April 30, 2015, the Fund had three outstanding unfunded loan commitments.

 

INDEMNIFICATIONS — In the normal course of business, the Fund enters into general business contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund expects the risk of material loss to be remote and no amounts have been recorded for such arrangements.

 

BASIS OF PREPARATION AND USE OF ESTIMATES — These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require the use of estimates and assumptions by the Investment Adviser that affect the reported amounts and disclosures in these financial statements. Actual amounts and results could differ from these estimates, and such differences could be material.

 

The Fund is considered an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Service — Investment Companies.

 

3. Distributions

 

Distributions from net investment income are declared and paid quarterly. Net realized capital gains, if any, are distributed at least annually. Income distributions and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book-tax” differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal income tax treatment. Temporary differences do not require reclassification. To the extent distributions exceed current and accumulated earnings and profits for federal income tax purposes they are reported to shareholders as return of capital.

 

4. Investment Advisory and Administration Agreements

 

Under an advisory agreement, Avenue Capital Management II, L.P., the Investment Adviser, an affiliate of Avenue Capital Group, will receive an annual fee, payable monthly, in an amount equal to 1.00% of the Fund’s average daily net assets.

 

At an “in person” meeting held on December 11, 2014 the Board unanimously approved the amendment and restatement of the currently effective Letter Agreement (an “Expense Limitation Agreement”) between the Trust and the Investment Adviser, dated as of May 15, 2012, to extend the term of such Expense Limitation Agreement through and including February 29, 2016. Under the Expense Limitation Agreement, the Investment Adviser has contractually agreed to reimburse the Fund so that “Total Annual Fund Operating Expenses After Expense Reimbursement” (as such term is used in the Fund’s registration statement on Form N-1A) are limited to 1.50% and 1.75% of the average daily net assets of the Institutional Class and Investor Class, respectively, (excluding (i) interest, taxes, brokerage commissions and expenditures capitalized in accordance with GAAP, (ii) portfolio transactions and investment related expenses, and (iii) extraordinary expenses not incurred in the ordinary course of the Fund’s business). The Trust may repay any such reimbursement from the Investment Adviser if, within three years of the reimbursement, the Fund could repay the Investment Adviser without causing the Fund’s Total Annual Fund Operating Expenses After Expense Reimbursement to exceed 1.50% and 1.75% of the average daily net assets of the Institutional Class and Investor Class, respectively, (excluding (i) interest, taxes, brokerage commissions and

 

 

25


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

expenditures capitalized in accordance with GAAP, (ii) portfolio transactions and investment related expenses, and (iii) extraordinary expenses not incurred in the ordinary course of the Fund’s business) for the fiscal year in which such repayment would occur when such amount repaid to the Investment Adviser is included in the Trust’s total annual fund operating expenses. The Expense Limitation Agreement can be terminated only by the independent Trustees of the Fund. As of April 30, 2015, there are no expense reductions that remain subject to reimbursement, after repayment of $1,108,418 to the Investment Adviser during the year ended October 31, 2014.

 

State Street provides, or arranges for the provision of certain administrative services for the Trust, including preparing certain reports and other documents required by federal and/or state laws and regulations. State Street also provides legal administration services, including corporate secretarial services and preparing regulatory filings. For administration related services, State Street receives an annual fee, plus certain out-of pocket expenses.

 

The Trust has also contracted with State Street to provide custody, fund accounting and transfer agency services to the Trust. Custody, fund accounting and transfer agent fees are payable monthly based on assets held in custody, investment purchases and sales activity and other factors, plus reimbursement for certain out-of pocket expenses. In addition, the Fund has entered into repurchase agreements and foreign currency transactions with State Street during the period.

 

5. Distribution and Service (12b-1) and Shareholder Servicing Plans

 

The Trust has an agreement with Foreside Fund Services, LLC (the “Distributor”) that serves as the Distributor of the Trust’s shares pursuant to a Distribution Agreement with the Trust (the “Distribution Agreement”).

 

The Trust has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), applicable to Investor Class shares, and a separate Shareholder Servicing Plan applicable to Institutional Class and Investor Class shares of the Fund.

 

The 12b-1 Plan allows the Trust to pay fees to cover sales, marketing, and promotional expenses of the Investor Class, as well as related ancillary services such as account maintenance and customer service to Investor Class shareholders. The 12b-1 Plan permits the Trust to pay a distribution (12b-1) fee at an annual rate of 0.25% of net assets attributable to Investor Class shares. For the period ended April 30, 2015, the fund incurred $551,882 in 12b-1 plan fees for the Investor Class.

 

The Shareholder Servicing Plan allows the Trust to pay a fee for assistance in connection with shareholder services such as account maintenance and customer service to Institutional Class and Investor Class shareholders. The Shareholder Servicing Plan permits the Trust to pay shareholder service fees at an annual rate of up to 0.15% and 0.25% of net assets attributable to Institutional Class shares and Investor Class shares, respectively, to cover the costs of such services. For the period ended April 30, 2015, the fund incurred $782,777 and $376,114 in shareholder servicing fees for the Institutional Class and Investor Class, respectively.

 

The Trust’s 12b-1 Plan commenced on May 14, 2012. On December 11, 2014, the Board unanimously approved the extension of the term of the 12b-1 Plan through December 10, 2015.

 

The Trust’s Shareholder Servicing Plan commenced on June 1, 2012. On December 11, 2014, the Board unanimously approved the extension of the term of the Shareholder Servicing Plan through June 1, 2016.

 

6. Related Party Transactions

 

Affiliates of the Fund may have lending, brokerage, underwriting, or other business relationships with issuers of securities in which the Fund invests. Morgan Stanley, the global financial services firm, owns an indirect, non-controlling minority interest in Avenue Capital Group. During the period, the Fund acquired securities in

 

 

26


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

transactions with unaffiliated broker-dealers which were part of underwriting groups in which Morgan Stanley participated.

 

7. Purchases and Sales of Investments

 

Purchases and sales of investments, other than short-term obligations, and including maturities and principal repayments on Senior Loans, aggregated $532,675,882 and $448,406,123, respectively, for the period ended April 30, 2015.

 

8. Share Transactions

 

The Fund is open for business each day the NYSE is open for trading. Shares can be redeemed on any day during which the NYSE is open, subject to the limitations described in the registration statement of the Fund. Fund shares will be redeemed at the NAV next calculated after the order is received in good order by the transfer agent or broker-dealers or financial intermediaries that have an agreement with the Fund’s distributor. At the sole discretion of the Fund, the initial investment minimums may be waived for certain investors.

 

A 2.00% redemption fee will be imposed on the redemption of shares (including by exchange) held for 60 calendar days or less. Redemption fees are reimbursed to the Fund and are reflected as a reduction in share redemptions. Redemption fees are credited to Paid-in Capital and are allocated to each share class of the Fund on a pro-rata basis. For the period ended April 30, 2015, the redemption fees amounted to $186,484 and $14,376 for the Institutional Class and Investor Class, respectively. For the year ended October 31, 2014, the redemption fees amounted to $59,420 and $80,195 for the Institutional Class and Investor Class, respectively.

 

9. Federal Tax Information

 

As of October 31, 2014, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund’s federal tax return filings for the years ended October 31, 2014, October 31, 2013 and October 31, 2012, remain subject to examination by the Internal Revenue Service for a period of three years.

 

The tax character of distributions paid during the year ended October 31, 2014 and the year ended October 31, 2013 were as follows:

 

 

 

October 31, 2014

 

October 31, 2013

 

Distributions declared from:

 

 

 

 

 

Ordinary income*

 

$64,291,942

 

$5,632,831

 


*  For tax purposes short-term capital gains distributions, if any, are considered ordinary income distributions.

 

The cost and unrealized appreciation (depreciation) of investments in securities of the Fund at April 30, 2015, as determined on a federal income tax basis, were as follows:

 

Aggregate cost of securities held long

 

$

2,127,028,462

 

Gross unrealized appreciation

 

$

45,037,890

 

Gross unrealized (depreciation)

 

(170,008,346

)

Net unrealized appreciation (depreciation) of investments in securities held long

 

$

(124,970,456

)

Net unrealized appreciation (depreciation) on short sales

 

2,061,150

 

Net unrealized appreciation (depreciation) on securities

 

$

(122,909,306

)

 

10. Derivative Instruments & Hedging Activities

 

The Fund is subject to foreign exchange risk in the normal course of pursuing its investment objectives. Because the Fund holds foreign currency denominated investments, the value of these investments and related receivables

 

 

27


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Fund used forward foreign currency contracts. The derivatives are not accounted for as hedging instruments.

 

At April 30, 2015, the fair value of derivative instruments whose primary underlying risk exposure is foreign exchange risk at April 30, 2015 was as follows:

 

 

 

Fair Value

 

Derivative

 

Asset Derivative1

 

Liability Derivative1

 

Forward foreign currency contracts

 

$126,125

 

$(2,101,509)

 


1  Statement of Assets and Liabilities location: Net unrealized depreciation on open forward foreign currency contracts

 

The effect of derivative instruments on the Statement of Operations whose primary underlying risk exposure is foreign exchange risk for the period ended April 30, 2015 was as follows:

 

 

 

Realized Gain

(Loss) on

Derivatives

Recognized in

Income1

 

Change in

Unrealized

Appreciation

(Depreciation) on

Derivatives

Recognized in

Income2

 

Forward foreign currency contracts

 

$33,869,453

 

$(16,377,002)

 


1  Statement of Operations location: Net realized gain (loss) on — Forward foreign currency contracts

2  Statement of Operations location: Net change in unrealized appreciation (depreciation) on — Forward foreign currency contracts

 

The average volume of outstanding forward foreign currency contracts bought and sold measured at each month end and during the period ended April 30, 2015 was approximately $97,180,888 and $323,414,770, respectively.

 

The Fund is subject to credit risk in the normal course of pursuing its investment objectives. The Fund enters into credit default swap contracts to manage its credit risk or to enhance return.

 

At April 30, 2015, the fair value of derivative instruments whose primary underlying risk exposure is credit risk at April 30, 2015 was as follows:

 

 

 

Fair Value

 

Derivative

 

Asset Derivative1

 

Liability Derivative1

 

Credit Default Swaps

 

$2,765,951

 

$(21,159,912)

 


1  Statement of Assets and Liabilities location: Unrealized appreciation on OTC swap contracts, Premiums paid, net for OTC swap contracts and Unrealized depreciation on OTC swap contracts, respectively. Includes unrealized appreciation or (depreciation) on centrally cleared swap contracts as presented in the Credit Default Swaps table. Only the current day’s variation margin on open centrally cleared swap contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin on open centrally cleared swap contracts, as applicable.

 

The effect of derivative instruments on the Statement of Operations whose primary underlying risk exposure is credit risk for the period ended April 30, 2015 was as follows:

 

 

 

Realized Gain
(Loss) on
Derivatives
Recognized in
Income
1

 

Change in
Unrealized
Appreciation
(Depreciation) on
Derivatives
Recognized in
Income
2

 

Credit Default Swaps

 

$(802,330)

 

$(8,789,058)

 


1  Statement of Operations location: Net realized gain (loss) on — Swap contracts

2  Statement of Operations location: Net change in unrealized appreciation (depreciation) on — Swap contracts

 

 

28


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

The average notional amount of swap contracts outstanding during the period ended April 30, 2015 was approximately $198,618,714.

 

The Fund’s derivative assets and liabilities at fair value by risk, which are reported gross in the Statement of Assets and Liabilities, are presented in the table above.

 

The following tables present the Fund’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Fund for assets and pledged by the Fund for liabilities as of April 30, 2015.

 

Counterparty

 

Gross Assets in
Statement of Assets
and Liabilities

 

Derivatives
(Liabilities)
Available for
Offset

 

Non-cash
Collateral
Received
(a)

 

Cash
Collateral
Received
(a)

 

Net Amount of
Derivative
Assets
(b)

 

State Street Bank and Trust Co.

 

$   126,125

 

$   (126,125

)

$—

 

$—

 

$—

 

Citibank

 

748,964

 

(748,964

)

 

 

 

Goldman Sachs

 

2,016,987

 

(2,016,987

)

 

 

 

 

 

$2,892,076

 

$(2,892,076

)

$—

 

$—

 

$—

 

 

 

 

 

 

 

 

 

 

 

 

 

Counterparty 

 

Gross Liabilities in
Statement of Assets
and Liabilities

 

Derivatives
(Assets)
Available for
Offset

 

Non-cash
Collateral
Pledged
(a)

 

Cash
Collateral
Pledged
(a)

 

Net Amount of
Derivative
Liabilities
(c)

 

State Street Bank and Trust Co.

 

$  2,101,509

 

$   (126,125

)

$—

 

$                —

 

$1,975,384

 

Citibank

 

8,613,035

 

(748,964

)

 

(7,864,071

)

 

Goldman Sachs

 

5,725,096

 

(2,016,987

)

 

(3,708,109

)

 

 

 

$16,439,640

 

$(2,892,076

)

$—

 

$(11,572,180

)

$1,975,384

 

 

(a)  In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.

(b)  Net amount represents the net amount due from the counterparty in the event of default.

(c)  Net amount represents the net amount payable to the counterparty in the event of default.

 

11. Credit Facility

 

On June 12, 2013, the Fund entered into a committed, unsecured 364 day revolving credit facility (the “Credit Facility”) with State Street that allows the Fund to borrow up to $10,000,000 (the “Facility Amount”), and to use the borrowings for temporary or emergency purposes including to meet redemptions or settle trades. On June 11, 2014, the Fund and State Street agreed to extend the current terms of the Credit Facility through June 19, 2014. Effective June 19, 2014, the Fund and State Street agreed to extend the term of the Credit Facility through June 18, 2015 and increase the Facility Amount from $10,000,000 to $100,000,000. The interest rate on any borrowings is higher of (i) the Overnight LIBOR rate plus 1.25% and (ii) the Federal Funds Effective rate plus 1.25%; due and payable in arrears on the fifteenth day of each calendar month for the immediately preceding calendar month and on the date that is 364 days from the date of execution of the definitive credit agreement. The Credit Facility includes a commitment fee for the unused portion on the facility, payable quarterly in arrears. A one-time, upfront fee equal to 0.10% on the Facility Amount, was deemed fully earned and payable at closing. In addition, the Fund pays State Street a commitment fee of 0.10% per annum on the average daily undrawn amount. Commitment fees for the period ended April 30, 2015, totaled $99,867 and are included in the interest expense and Commitment fee on Credit Facility line item in the Statement of Operations. For the period ended April 30, 2015, the Fund had no borrowings outstanding under the Credit Facility agreement.

 

12. Principal Risks

 

CONFLICTS OF INTEREST RISK — Because the Investment Adviser manages assets for other investment companies, pooled investment vehicles and/or other accounts (including institutional clients, pension plans and

 

 

29


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

certain high net worth individuals), certain conflicts of interest are present. For instance, the Investment Adviser receives fees from certain accounts that are higher than the fees received from the Fund, or receives a performance-based fee on certain accounts. In those instances, the Investment Adviser has an incentive to favor the higher and/or performance-based fee accounts over the Fund. In addition, a conflict of interest exists to the extent the Investment Adviser has proprietary investments in certain accounts or where the portfolio manager or other employees of the Investment Adviser have personal investments in certain accounts. The Investment Adviser has an incentive to favor these accounts over the Fund. Because the Investment Adviser manages accounts that engage in short sales of (or otherwise take short positions in) securities or other instruments of the type in which the Fund invests, the Investment Adviser could be seen as harming the performance of the Fund for the benefit of the accounts taking short positions, if such short positions cause the market value of the securities to fall. The Investment Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. These policies and procedures will have the effect of foreclosing certain investment opportunities for the Fund from time to time. The Fund’s “20% overlap limit” policy, pursuant to which, at the time an investment is made by the Fund, the Fund’s portfolio will have no more than 20% overlap, on a market value basis, at the security specific level with the portfolio securities held by the private funds (in the aggregate) advised by the Investment Adviser or its affiliates, may have the same effect.

 

Conflicts of interest may arise where the Fund and other funds advised by the Investment Adviser or its affiliates (“Avenue funds”) simultaneously hold securities representing different parts of the capital structure of a stressed or distressed issuer. In such circumstances, decisions made with respect to the securities held by one Avenue fund may cause (or have the potential to cause) harm to the different class of securities of the issuer held by other Avenue funds (including the Fund). For example, if such an issuer goes into bankruptcy or reorganization, becomes insolvent or otherwise experiences financial distress or is unable to meet its payment obligations or comply with covenants relating to credit obligations held by the Fund or by the other Avenue funds, such other Avenue funds may have an interest that conflicts with the interests of the Fund. If additional financing for such an issuer is necessary as a result of financial or other difficulties, it may not be in the best interests of the Fund to provide such additional financing, but if the other Avenue funds were to lose their respective investments as a result of such difficulties, the Investment Adviser may have a conflict in recommending actions in the best interests of the Fund. In such situations, the Investment Adviser will seek to act in the best interests of each of the Avenue funds (including the Fund) and will seek to resolve such conflicts in accordance with its compliance procedures.

 

In addition, the 1940 Act limits the Fund’s ability to enter into certain transactions with certain affiliates of the Investment Adviser. As a result of these restrictions, the Fund may be prohibited from buying or selling any security directly from or to any portfolio company of a fund managed by the Investment Adviser or one of its affiliates. Nonetheless, the Fund may under certain circumstances purchase any such portfolio company’s loans or securities in the secondary market, which could create a conflict for the Investment Adviser between the interests of the Fund and the portfolio company, in that the ability of the Investment Adviser to recommend actions in the best interest of the Fund might be impaired. The 1940 Act also prohibits certain “joint” transactions with certain of the Fund’s affiliates (which could include other Avenue funds), which could be deemed to include certain types of investments, or restructuring of investments, in the same portfolio company (whether at the same or different times). These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund. The Board has approved various policies and procedures reasonably designed to monitor potential conflicts of interest. The Board will review these policies and procedures and any conflicts that may arise.

 

 

30


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

In the course of managing the Avenue funds or otherwise, the Investment Adviser or its respective members, officers, directors, employees, principals or affiliates may come into possession of material, non-public information. The possession of such information may limit the ability of the Fund to buy or sell a security or otherwise to participate in an investment opportunity. Situations may occur where the Fund could be disadvantaged because of the investment activities conducted by the Investment Adviser for other clients, and the Investment Adviser will not employ information barriers with regard to its operations on behalf of its registered and private funds, or other accounts. In certain circumstances, employees of the Investment Adviser may serve as board members or in other capacities for portfolio or potential portfolio companies, which could restrict the Fund’s ability to trade in the securities of such companies.

 

MARKET AND INTEREST RATE RISK — Market risk is the possibility that the market values of securities owned by the Fund will decline. The values of fixed income securities tend to fall as interest rates rise, and such declines tend to be greater among fixed income securities with longer remaining maturities. Market risk is often greater among certain types of fixed income securities, such as zero coupon bonds which do not make regular interest payments but are instead bought at a discount to their face values and paid in full upon maturity. As interest rates change, these securities often fluctuate more in price than securities that make regular interest payments and therefore subject the Fund to greater market risk than a fund that does not own these types of securities. The values of adjustable, variable or floating rate income securities tend to have less fluctuation in response to changes in interest rates, but will have some fluctuation particularly when the next interest rate adjustment on such security is further away in time or adjustments are limited in number or degree over time. The Fund has no policy limiting the maturity of credit obligations it purchases. Such obligations often have mandatory and optional prepayment provisions and because of prepayments, the actual remaining maturity of loans and debts may be considerably less than their stated maturity. Obligations with longer remaining maturities or durations generally expose the Fund to more market risk. When-issued and delayed delivery transactions are subject to changes in market conditions from the time of the commitment until settlement. This may adversely affect the prices or yields of the securities being purchased. The greater the Fund’s outstanding commitments for these securities, the greater the Fund’s exposure to market price fluctuations. Interest rate risk can be considered a type of market risk.

 

RISKS OF CHANGES IN FIXED INCOME MARKET CONDITIONS — Following the financial crisis that began in 2007, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) has attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. In addition, the Federal Reserve has purchased large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (“Quantitative Easing”). As the Federal Reserve has ended its or reduces Quantitative Easing program, and may begin to raise the federal funds rate, there is a risk that interest rates across the U.S. financial system will rise. These policy changes, along with other economic, political or other factors, may cause the fixed income markets to experience increased volatility and reduced liquidity, causing the value of the Fund’s investments and its NAV per share to decline. If the Fund experiences high redemptions because of these developments, the Fund may have to sell investments at times when it would not be advantageous to do so, potentially resulting in losses to the Fund. The Fund may also experience increased portfolio turnover, which will increase the costs that the Fund incurs and may further lower the Fund’s performance. Certain Fund investments may also be difficult to value during such periods. In addition, to the extent the Fund invests in derivatives tied to fixed income markets, the Fund may be more substantially exposed to these risks than a fund that does not invest in derivatives.

 

31


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

While assets in fixed income markets have grown rapidly in recent years, the capacity for traditional dealer counterparties to engage in fixed income trading has not kept pace and in some cases has decreased. For example, primary dealer inventories of corporate bonds, which provide a core indication of the ability of financial intermediaries to “make markets,” are at or near historic lows in relation to market size. This reduction in marketmaking capacity may be a persistent change, to the extent it is resulting from broader structural changes, such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements. Because market makers provide stability to a market through their intermediary services, the significant reduction in dealer inventories could potentially lead to decreased liquidity and increased volatility in the fixed income markets. Such issues may be exacerbated during periods of economic uncertainty.

 

RISKS ASSOCIATED WITH FOREIGN INVESTMENTS — Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available financial and other information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States. As a result of the credit crises, in recent years, the risks of investing in certain foreign securities have increased dramatically. The credit crises and the ongoing efforts of governments around the world to address the crises have also resulted in increased volatility and uncertainty in the United States and the global economy and securities markets, and it is impossible to predict the effects of these or similar events in the future on the United States and the global economy and securities markets or on the Fund’s investments, though it is possible that these or similar events could have a significant adverse impact on the value and risk profile of the Fund.

 

CREDIT RISK — Credit risk refers to the possibility that the issuer of a security will be unable to make timely interest payments and/or repay the principal on its debt. Because the Fund may invest, without limitation, in securities that are below investment grade, the Fund is subject to a greater degree of credit risk than a fund investing primarily in investment grade securities. Lower-grade securities are more susceptible to non-payment of interest and principal and default than higher-grade securities and are more sensitive to specific issuer developments or real or perceived general adverse economic changes than higher-grade securities. Loans and debt obligations of stressed issuers (including those that are in covenant or payment default) are subject to a multitude of legal, industry, market, economic and governmental forces that make analysis of these companies inherently difficult. Obligations of stressed issuers generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings or result in only partial recovery of cash payments or an exchange of the defaulted obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. In any investment involving stressed obligations, there exists the risk that the transaction involving such debt obligations will be unsuccessful, take considerable time or

 

32


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

will result in a distribution of cash or a new security or obligation in exchange for the stressed obligations, the value of which may be less than the Fund’s purchase price of such debt obligations. Furthermore, if an anticipated transaction does not occur, the Fund may be required to sell its investment at a loss. However, investments in equity securities obtained through debt restructurings or bankruptcy proceedings may be illiquid and thus difficult or impossible to sell.

 

RISKS OF SENIOR LOANS — There is less readily available and reliable information about most Senior Loans than is the case for many other types of instruments, including listed securities. Senior Loans generally are not registered with the SEC or any state commission and are not listed on any national securities exchange or automated quotation system and as such, many Senior Loans are illiquid, meaning that the Fund may not be able to sell them quickly at a fair price. To the extent that a secondary market does exist for certain Senior Loans, the market is more volatile than for liquid, listed securities and may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. The market for Senior Loans could be disrupted in the event of an economic downturn or a substantial increase or decrease in interest rates, resulting in fluctuations in the Fund’s net asset value and difficulty in valuing the Fund’s portfolio of Senior Loans. Senior Loans, like most other debt obligations, are subject to the risk of default. Default in the payment of interest or principal on a Senior Loan will result in a reduction of income to the Fund, a reduction in the value of the Senior Loan and a potential decrease in the Fund’s net asset value.

 

RISKS OF SHORT SALES — The Fund may engage in short sales. A short sale is a transaction in which the Fund sells an instrument that it does not own in anticipation that the market price will decline. To deliver the securities to the buyer, the Fund arranges through a broker to borrow the securities and, in so doing, the Fund becomes obligated to replace the securities borrowed at their market price at the time of replacement. When selling short, the Fund intends to replace the securities at a lower price and therefore, profit from the difference between the cost to replace the securities and the proceeds received from the sale of the securities. When the Fund makes a short sale, the proceeds it received from the sale will be held on behalf of a broker until the Fund replaces the borrowed securities. The Fund may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced. The Fund’s obligation to replace the securities borrowed in connection with a short sale will be secured by collateral deposited with the broker that consists of cash and/or liquid securities. In addition, the fund will place in a segregated account an amount of cash and/or liquid securities equal to the difference, if any, between (i) the market value of the securities sold at the time they were sold short, and (ii) any cash and/or liquid securities deposited as collateral with the broker in connection with the short sale. Short sales involve certain risks and special considerations. If the Fund incorrectly predicts that the price of the borrowed security will decline, the Fund will have to replace the securities with securities with a greater value than the amount received from the sale. As a result, losses from short sales differ from losses that could be incurred from a purchase of a security, because losses from short sales may be unlimited, whereas losses from purchases can equal only the total amount invested. In addition, engaging in short selling may limit the Fund’s ability to fully benefit from increases in the fixed income markets.

 

RISKS OF OPTIONS — As the purchaser of an option, the Fund has the right to receive a cash payment equal to any depreciation in the value of the underlying security below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the underlying security over the strike price of the option (in the case of a call) as of the valuation date of the option. If an option which the Fund had purchased expires on the stipulated expiration date, the Fund will realize a loss in the amount of the cost of the option. If the Fund enters into a closing sale transaction, the Fund will realize a gain or loss, depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. If the Fund exercises a put option on a

 

33


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

security, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Fund exercises a call option on a security, the cost of the security which the Fund purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

 

RISKS OF SWAPS — The Fund may enter into swap transactions, including credit default, total return, index and interest rate swap agreements, as well as options thereon, and may purchase or sell interest rate caps, floors and collars. Such transactions are subject to market risk, risk of default by the counterparty to the transaction (i.e., counterparty risk), risk of imperfect correlation and manager risk and may involve commissions or other costs. Swaps generally do not involve delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to swaps generally is limited to the net amount of payments that the Fund is contractually obligated to make, or in the case of the other party to a swap defaulting, the net amount of payments that the Fund is contractually entitled to receive. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. The Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulatory developments require the clearing and exchange-trading of certain standardized swap transactions. Mandatory exchange-trading and clearing is occurring on a phased-in basis. If the Investment Adviser is incorrect in its forecast of market values, interest rates, currency exchange rates or counterparty risk, the investment performance of the Fund may be less favorable than it would have been if these investment techniques were not used.

 

The Fund is party to International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreements”) with select counterparties that govern transactions, over-the-counter derivatives and foreign exchange contracts entered into by the Fund and those counterparties. The ISDA Master Agreements contain provisions for general obligations, representations, agreements, collateral and events of default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate and cause settlement of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial statements of the Fund.

 

13. Fair Value Measurements

 

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

 

·

Level 1 — Prices are determined using quoted prices in an active market for identical assets.

 

 

·

Level 2 — Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, loss severities, default rates, discount rates, volatilities and others.

 

 

·

Level 3 — Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own

 

34


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

 

assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

 

The valuation techniques used by the Fund to measure fair value during the period ended April 30, 2015 maximized the use of observable inputs and minimized the use of unobservable inputs.

 

The following are certain inputs and techniques that the Fund generally uses to evaluate how to classify each major category of assets and liabilities for Level 2 and Level 3, in accordance with GAAP.

 

Corporate Bonds & Notes — Corporate bonds and notes are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, active market trading levels, recently executed transactions in securities of the issuer or comparable issuers, and option adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. High yield bonds are valued by independent pricing services based primarily on broker-dealer quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. To the extent that these inputs are observable, the values of corporate bonds and notes are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Municipal Bonds — Municipal bonds are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, active market trading levels, recently executed transactions in securities of the issuer or comparable issuers, and option adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. To the extent that these inputs are observable, the values of municipal bonds are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Senior Loans — Senior loans are valued using inputs which include broker-dealer quotes or quotes received from independent pricing services that take into account quotes received from broker-dealers or other market sources pertaining to the issuer or security. The Fund may also engage a third party appraiser or other valuation techniques, to value these securities. Inputs may include quoted prices for similar investments in active markets, interest rates, coupon rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which is then discounted to calculate fair values. To the extent that these inputs are observable, the values of senior loans are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Credit Default Swaps — Credit default swaps are valued by independent pricing services using pricing models that take into account, among other factors, information received from market makers and broker-dealers, default probabilities from index specific credit spread curves, recovery rates, and cash flows. To the extent that these inputs are observable, the values of credit default swaps are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Forward Foreign Currency Contracts — Forward foreign currency contracts are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, actual trading information and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world. To the extent that these inputs are observable, the values of forward foreign currency contracts are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

35

 


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Equity Securities (Preferred Stock) — Equity securities traded in inactive markets are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from independent pricing services that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable, the values of equity securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Purchased Options — Options traded in inactive markets are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from independent pricing services that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable, the values of options are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

The following is a summary of the tiered valuation input levels, as of April 30, 2015. The Schedule of Investments includes disclosure of each security type by category and/or industry. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the Schedule of Investments may materially differ from the value received upon actual sale of those investments.

 

 

 

Quoted
Prices in
Active
Markets for
Identical
Assets

 

Other
Significant
Observable
Inputs

 

Significant
Unobservable
Inputs

 

 

 

Investment Securities in an Asset Position

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

Corporate Bonds and Notes

 

$

 

$

1,250,493,967

 

$

 

$

1,250,493,967

 

Senior Loans

 

 

451,550,114

 

33,939,974

 

485,490,088

 

Convertible Bonds

 

 

72,102,879

 

1,376,383

 

73,479,262

 

Municipal Bonds

 

 

19,983,439

 

 

19,983,439

 

Preferred Stocks

 

9,971,117

 

 

 

9,971,117

 

Equity

 

14,504,616

 

4,904,874

 

 

19,409,490

 

Warrants

 

 

 

 

0

 

Private Equity

 

 

54,720

 

 

54,720

 

Repurchase Agreements

 

 

143,175,923

 

 

143,175,923

 

Other Financial Instruments

 

 

 

 

 

 

 

 

 

Credit Default Swaps*

 

 

616,777

 

 

616,777

 

Total Asset Position

 

$

24,475,733

 

$

1,942,882,693

 

$

35,316,357

 

$

2,002,674,783

 

Investments in a Liability Position

 

 

 

 

 

 

 

 

 

Securities Sold Short

 

 

(8,223,525

)

 

(8,223,525

)

Other Financial Instruments

 

 

 

 

 

 

 

 

 

Forward Foreign Currency Contracts*

 

 

(1,975,384

)

 

(1,975,384

)

Credit Default Swaps*

 

 

(11,641,327

)

 

(11,641,327

)

Total Liability Position

 

$

 

$

(21,840,236

)

$

 

$

(21,840,236

)

 


*  Other financial instruments such as forward foreign currency contracts and credit default swaps are valued at the unrealized appreciation (depreciation) of the instrument.

 

36


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

Quantitative Information about Level 3 Fair Value Inputs

 

 

 

Fair Value At
April 30, 2015

 

Valuation Technique

 

Unobservable Input

 

Range

 

Senior Loans

 

$33,939,974

 

Third -Party Vendor

 

Vendor quotes

 

$50.00 - $100.00

 

 

The Investment Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Fund and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Fund’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate. The Committee is also responsible for monitoring the implementation of the pricing policies by the Fund and third parties which perform certain pricing functions in accordance with the pricing policies. The Investment Adviser is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Investment Adviser perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by the Committee.

 

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

 

 

 

Investments
in
Senior Loans

 

Investments
in
Convertible Bonds

 

Total

 

Balance as of October 31, 2014 

 

$

15,289,076

 

 

$              —

 

$

15,289,076

 

Cost of purchases 

 

9,294,535

 

1,376,383

 

10,670,918

 

Proceeds from sales 

 

(16,619,097

)

 

(16,619,097

)

Transfers to Level 3 

 

28,535,595

 

 

28,535,595

 

Transfers from Level 3 

 

 

 

 

Accrued discount (premium) 

 

37,551

 

 

37,551

 

Realized gains (losses) 

 

2,506,159

 

 

2,506,159

 

Change in net unrealized appreciation (depreciation) 

 

(5,103,845

)

 

 

(5,103,845

)

Balance as of April 30, 2015 

 

$

33,939,974

 

 

$  1,376,383

 

$

35,316,357

 

Change in net unrealized appreciation (depreciation) on Investments still held as of April 30, 2015* 

 

$

(3,491,542)

 

 

$              —

 

$

(3,491,542

)

 


*  Amount is included in the related amount on investments in the Statement of Operations.

 

Transfers are reflected at the value of the securities at the beginning of the period. Transfers from Level 2 to Level 3 were due to a decrease in the availability of significant observable inputs in determining the fair value of these investments.

 

For information related to geographical and industry categorization of investments and types of derivative contracts held, please refer to the Schedule of Investments.

 

37


 

Avenue Credit Strategies Fund

Notes to Schedule of Investments (continued)

April 30, 2015 (unaudited)

 

14. Recently Issued Accounting Pronouncements

 

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures, modifying Accounting Standards Codification Topic 860. The amended guidance changes the accounting for repurchase-to-maturity transactions and repurchase financing arrangements. The guidance also requires new disclosures for certain transfers accounted for as sales and collateral supporting transactions that are accounted for as secured borrowings. ASU 2014-11 is effective for annual and interim periods beginning after December 15, 2014, except for the disclosures related to secured borrowings, which are effective for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The Fund is currently assessing the impact of the adoption of the ASU.

 

15. Subsequent Event

 

Management has evaluated events occurring subsequent to the date of the Statement of Assets and Liabilities through the date the financial statements were issued. No matters requiring adjustment to, or disclosure, in the financial statements were noted.

 

Effective June 18, 2015, the Fund and State Street agreed to extend the term of the Credit Facility through June 17, 2016.

 

38


 

Avenue Credit Strategies Fund

Additional Information (Unaudited)

 

Expense Examples

 

As a shareholder of the Avenue Credit Strategies Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, 12b-1 distribution and/or service fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Avenue Credit Strategies Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2014 through April 30, 2015.

 

Actual Expenses

 

The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Class

 

Beginning
Account Value
11/1/14

 

Ending
Account Value
4/30/15

 

Expenses Paid
During Period*
11/1/14-4/30/15

 

Expense Ratio
During Period**
11/1/14-4/30/15

 

 

 

 

 

 

 

 

 

Institutional Class

 

$1,000.00

 

$977.90

 

$7.36

 

1.50%

Investor Class

 

$1,000.00

 

$976.60

 

$8.92

 

1.82%

 

Hypothetical Example

 

The table below provides information about hypothetical account values and hypothetical expenses based on each actual class expense ratio and an assumed rate of return of 5% per year before expenses, which is not the actual class return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Class

 

Beginning
Account Value
11/1/14

 

Ending
Account Value
4/30/15

 

Expenses Paid
During Period*
11/1/14-4/30/15

 

Expense Ratio
During Period**
11/1/14-4/30/15

 

 

 

 

 

 

 

 

 

Institutional Class

 

$1,000.00

 

$1,017.86

 

$7.50

 

1.50%

Investor Class

 

$1,000.00

 

$1,016.27

 

$9.10

 

1.82%

 


*   Expenses are equal to the average account value times the Fund’s annualized expense ratio multiplied by 181/365 (to reflect the one-half year period).

 

** Annualized.

 

39


 

Avenue Credit Strategies Fund

April 30, 2015 (unaudited)

 

Proxy Information. The policies and procedures used to determine how to vote proxies relating to securities held by the Fund are available without charge, upon request, by calling (877) 525-7330, and on the website of the SEC at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge, upon request, by calling (877) 525-7330, or on the Fund’s website at http://www.avenuecapital.com and on the SEC’s website at http://www.sec.gov.

 

Quarterly Portfolio Holdings. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund’s Forms N-Q are also available on the Fund’s website at http://www.avenuecapital.com.

 

40

 


 

Avenue Credit Strategies Fund

Consideration and Approval of Investment Advisory Agreement

 

The Trust’s investment adviser with respect to the Fund is Avenue Capital Management II, L.P. (the “Investment Adviser”). The Investment Adviser is part of Avenue Capital Group, which comprises four registered investment advisers that have extensive expertise investing in stressed and distressed obligations throughout the world.

 

The Trust’s Board of Trustees (the “Board”) is legally required to review and approve the Investment Advisory Agreement between the Trust and the Investment Adviser (the “Investment Advisory Agreement”) initially for a two-year period and annually thereafter.

 

The Board, including each of the Trustees who are not “interested persons” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuance of the Investment Advisory Agreement at an “in person” meeting held on December 11, 2014 (the “Meeting”). The Independent Trustees met in executive session separate from representatives of the Investment Adviser for the purpose of considering the continuance of the Investment Advisory Agreement. Prior to the Meeting, the Board had received a memorandum describing their duties and responsibilities as the Trustees in connection with their consideration and approval of the Investment Advisory Agreement. The Board had received and considered materials it deemed reasonably necessary for its review of the Investment Advisory Agreement, including materials prepared by the Investment Adviser and a report prepared by a third party data provider comparing fee, expense and performance information to a collection of registered open-end funds believed by the Investment Adviser and/or such third party to have comparable investment objectives and strategies (the “Peer Funds”). The Independent Trustees also were given the opportunity to, and did, ask specific questions related to the materials and other relevant matters, the responses to which were addressed prior to or at the Meeting.

 

In deciding whether to approve the continuance of the Investment Advisory Agreement, the Board considered various factors, including (1) the nature, extent and quality of the services provided by the Investment Adviser under the Investment Advisory Agreement, (2) the investment performance of the Fund and the Investment Adviser, (3) the costs of the services and the profits realized by the Investment Adviser from its relationship with the Fund, (4) the extent to which economies of scale might be realized if and as the Fund grows and whether the fee levels in the Investment Advisory Agreement reflect these economies of scale, and (5) a comparison of services rendered and fees paid to those under other investment advisory contracts, such as contracts of the same and other investment advisers or other clients of the Investment Adviser or its affiliates.

 

1. Nature, Extent and Quality of the Services to be provided to the Fund under the Investment Advisory Agreements

 

In considering the nature, extent and quality of the services provided by the Investment Adviser, the Board members relied on their ongoing experience as Trustees of the Fund as well as on the materials provided at and prior to the Meeting. They noted that under the Investment Advisory Agreement, the Investment Adviser is responsible for managing the Fund’s investments in accordance with the Fund’s investment objectives and policies, applicable legal and regulatory requirements, and the instructions of the Board, for providing necessary and appropriate reports and information to the Board, and for furnishing the Fund with the assistance, cooperation, and information necessary for the Fund to meet various legal requirements regarding registration and reporting. The Board noted that the Investment Adviser also provides the Fund with necessary offices, facilities and equipment and coordinates and oversees the provision of services to the Fund by other service providers.

 

The Board considered and reviewed the background and experience of the Adviser’s personnel, referring to particular information provided by the Investment Adviser prior to the Meeting, including organizational charts and

 

41


 

Avenue Credit Strategies Fund

Consideration and Approval of Investment Advisory Agreement (continued)

 

personnel biographies. The Board reviewed the background and experience of the Investment Adviser’s senior management, including those individuals responsible for the investment and compliance and operations with respect to the Fund’s investments. They also considered the Investment Adviser’s resources with respect to investment research and risk management, as well as the Investment Adviser’s compliance, legal, accounting and operational capabilities. The Independent Trustees noted their consideration of the Investment Adviser’s financial stability, referring to its consolidated financials included on Form ADV, as provided by the Investment Adviser prior to the Meeting, and the Investment Advisers’ responses to the related questions. Additionally, the Board considered the Fund’s investment performance in its review of the Investment Adviser’s services to the Fund. On the basis of this review, the Independent Trustees determined that the nature and extent of the services provided by the Investment Adviser to the Fund were appropriate, and had been of high quality and could be expected to remain so.

 

2. Performance of the Fund and the Investment Adviser

 

The Board considered the short-term and long-term performance of the Fund under the management of the Investment Adviser on an absolute basis and in comparison to the Peer Funds. The Board noted the Fund’s strong overall performance, observing that the Fund had outperformed the median and average performance of the universe of Peer Funds for the one- and two-year periods ended September 30, 2014, ranking in the first quintile of Peer Funds over both periods. The Board also considered that the Fund had performed in line with the Barclays U.S. Corporate High Yield Index (the “Barclays Index”) over the one-year period and had outperformed the Barclays Index over the two-year period. The Board also considered the Investment Adviser’s rationale for including among the Peer Funds certain funds not included in the peer group compiled by the third party data provider, as well as the third party data provider’s reasons for not selecting these funds. The Investment Adviser also discussed with the Board the contributors and detractors to the Fund’s performance during the period. The Board determined that, in light of the considerations noted above, the Fund’s performance under the management of the Investment Adviser was satisfactory.

 

3. The Costs of the Services and the Profits Realized from its Relationship with the Fund

 

The Board reviewed and considered the investment management fee (“Management Fee”), payable monthly by the Fund to the Investment Adviser under the Investment Advisory Agreement at an annual rate of 1.00% of the Fund’s average daily net assets during each month, as well as the Fund’s total expense ratio.

 

In order to better evaluate the Management Fee and total expenses, the Board compared the Fund’s fees and expenses to those of a group of Peer Funds with asset levels comparable to those of the Fund (the “Peer Expense Group”). The Board noted that the Fund’s management fees were higher than the Peer Expense Group median but that its overall expenses were lower than the Peer Expense Group median. In addition, the Board considered the Fund’s expense reimbursement agreement with the Investment Adviser. As discussed further below, the Board also compared the Management Fee to the fees paid by the Investment Adviser’s other clients, including a registered closed-end investment company (the “Closed-End Fund”) and private funds managed by the Investment Adviser or its affiliates. Following its review, in light of the nature, extent and high quality of services that the Fund receives, the Board concluded that the Fund’s fees and expenses were reasonable.

 

The Board considered the profitability to the Investment Adviser of its relationship with the Fund. The Board had been provided with data on the Investment Adviser’s profitability with respect to the Investment Advisory Agreement. In response to questions from the Board, the Investment Adviser discussed its cost allocation methodology and the reasons why the Investment Adviser believed it to be reasonable. The Board considered the Investment Adviser’s statement, among other things, that the costs of certain services shared with by the Fund and other clients of the Investment Adviser and its affiliates were not allocated to the Fund. The Board also examined the level of profits that could be expected to accrue to the Investment Adviser from the fees payable

 

42


 

Avenue Credit Strategies Fund

Consideration and Approval of Investment Advisory Agreement (continued)

 

under the Investment Advisory Agreement and any expense subsidization undertaken by the Investment Adviser as well as the Fund’s brokerage and commissions, if any. After discussion and analysis, the Board concluded that, to the extent that the Investment Adviser’s relationship with the Fund had been profitable, the profitability was in no case such as to render the Management Fee excessive.

 

The Board considered other intangible “fall-out” benefits expected to be received by the Investment Adviser and its affiliates as a result of the Investment Adviser’s relationship with the Fund, including potential reputational value, in consideration of the Management Fee. The Board concluded that, to the extent the Investment Adviser or its affiliates derive other benefits from its relationship with the Funds, those benefits are not so significant as to render the Investment Adviser’s fees excessive.

 

4. The Extent to which Economies of Scale might be Realized if and as the Fund Grows and Whether the Fee Levels in the Investment Advisory Agreement Reflect these Economies of Scale for the Benefit of the Fund’s Shareholders

 

The Board also noted that the nature of the Fund and its operations is such that the Investment Adviser may realize economies of scale in the management of the Fund if it grows in size or as other series are added to the Trust. The Board then noted that the Trust had benefitted from decreased costs due to the significant net inflows of capital into the Trust over the past two years. The Board noted that while the Fund’s shareholder expenses have decreased as the Fund’s assets have increased, the Fund’s fee level does not, itself, reflect economies of scale achieved by the Fund and shared with the Fund’s shareholders. With that, the Board considered that the Investment Adviser was a relatively new entrant to the mutual fund market and the significant risks and expenses the Investment Adviser undertook in entering the market. The Board also noted that the Investment Adviser had only recently begun to recoup the investment it had made in its relationship with the Fund.

 

5. Comparison of Services Rendered and Fees Paid to Those Under Other Investment Advisory Contracts, Such as Contracts of the Same and Other Investment Advisers or Other Clients

 

The Board compared the Management Fee to the fees paid by the Investment Adviser’s other clients, including the Closed-End Fund and private funds managed by the Investment Adviser or its affiliates. The Board noted that the Management Fee was less than the fees charged to the Closed-End Fund as well as most of the private funds by the Investment Adviser (or its affiliates), and discussed the various differences between the Fund, the Closed-End Fund and the Private Funds. The Board also considered the services rendered and fees paid under the Investment Advisory Agreement compared to those under the Investment Adviser’s other advisory contracts with its other clients. The Board determined that on a comparative basis the fees under the Advisory Agreement were reasonable in relation to the services provided.

 

Approval of the Investment Advisory Agreement

 

The Board, and the Independent Trustees separately, approved the continuance of the Fund’s Investment Advisory Agreement with the Investment Adviser after weighing the foregoing factors. No single factor was cited as determinative to the decision of the Board. They reasoned that the nature and extent of the services provided by the Investment Adviser were of a high quality, that the performance of the Fund had been quite strong, and that the Investment Adviser could be expected to continue to provide services of that caliber in the future. As to the Management Fee, the Board determined that the fee, considered in relation to the services provided, was fair and reasonable and reflect what could be negotiated as the result of arm’s length bargaining, that the Adviser’s relationship with the Fund was not so profitable as to render the fee excessive and that any additional benefits to the Adviser were not of a magnitude that materially affected the Board’s deliberations.

 

43

 


 

Avenue Credit Strategies Fund

Trustees and Officers

 

The business and affairs of the Fund are managed under the direction of the Board and the Fund’s officers appointed by the Board. The tables below list the Trustees and officers of the Fund and their present positions and principal occupations during the past five years. The business address of the Fund, its Board members and officers, the Investment Adviser and the Subadviser is 399 Park Avenue, 6th Floor, New York, NY 10022, unless specified otherwise below. The term “Fund Complex” includes each of the registered investment companies advised by the Investment Adviser or the Subadviser or their affiliates as of the date of this Semi-Annual Report. Trustees serve three year terms or until their successors are duly elected and qualified. Officers are annually elected by the Trustees.

 

The Fund’s Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request by calling 1-877-525-7330.

 

Interested Trustee(1)(2)

 

Name, Age and Address

 

 

Position(s)
with the Fund

 

 

Term
of Office
and
Length of
Service

 

 

Principal Occupation(s)
During Past Five Years and
Other Relevant Experience

 

 

Number of
Portfolios in
Fund
Complex
Overseen by
Trustee

 

 

Other Directorships Held
by Trustee During the
Last Five Years

 

Randolph Takian (40)
399 Park Avenue,
6th Floor
New York, NY 10022

 

President, Chief Executive Officer and Trustee

 

Since
March 2012

 

President, Chief Executive Officer and Trustee of Avenue Income Credit Strategies Fund (since 2010); Senior Managing Director and Head of Traditional Asset Management of Avenue Capital Group (since 2010); President and Principal Executive Officer of certain open-end and closed-end funds advised by Morgan Stanley Investment Management, Inc. (“MSIM”) or an affiliated person of MSIM (2008-2010); President and Chief Executive Officer of Morgan Stanley Services Company Inc. (2008-2010); Managing Director and Head of Americas distribution, product and marketing for MSIM (2009-2010); Head of Liquidity and Bank Trust business (2008-2010) and the Latin American Franchise (July 2008-2010) at MSIM, Managing Director, Director and/or Officer of MSIM and various entities affiliated with MSIM. Formerly, Head of Retail and Intermediary business, Head of Strategy and Product Development for the Alternatives Group and Senior Loan Investment Management.

 

2

 

Board Member and member of Executive Committee of Lenox Hill Neighborhood House, a non-profit.

 

44


 

Avenue Credit Strategies Fund

Trustees and Officers (continued)

 

Independent Trustees(1)

 

Name, Age and Address

 

 

Position(s)
with the Fund

 

 

Term
of Office
and
Length of
Service

 

 

Principal Occupation(s)
During Past Five Years and
Other Relevant Experience

 

 

Number of
Portfolios in
Fund
Complex
Overseen by
Trustee

 

 

Other Directorships
Held During the
Last Five Years

 

Joel Citron (53)
399 Park Avenue,
6th Floor
New York, NY 10022

 

Trustee (Chairman)

 

Since
May 2012

 

Chairman of the Board of Trustees of Avenue Income Credit Strategies Fund (since 2010); Chief Investment Officer/Managing Member of TAH Management/TAH Capital Partners, a private investment management firm (since 2009), and CEO of Tenth Avenue Holdings, a related holding company (since 2008).

 

2

 

Chairman of the Board of Evolution Gaming AB, an online gaming developer (since 2015); Director of Boulevard Acquisition Corp. a blank check company and an affiliate of Avenue Capital Group (since 2014); Director of Hello Products LLC, a consumer package goods company (since 2013); Chairman of Tenth Avenue Commerce, an e-commerce company (since 2010); Director of Attivio, Inc., a software company (since 2009); Chairman of Oasmia AB, a Swedish publicly traded biotech company (since 2011); Director of Starfall Education Foundation; President of the Board of The Heschel School; Board of Councilors Member of Shoah Foundation at the University of Southern California.

 

 

 

 

 

 

 

 

 

 

 

Darren Thompson (52)
399 Park Avenue,
6th Floor
New York, NY 10022

 

Trustee

 

Since
May 2012

 

Trustee of Avenue Income Credit Strategies Fund (since 2010); Executive Vice President, B2R Finance (rental property financing provider) (since 2015); Managing Member, RailField Partners, LLC (private investment and advisory firm) (since 2012); Self Employed Consultant (since 2010); Executive of American Express Company (2010); Chief Financial Officer of Revolution Money, Inc., a payment network (now a subsidiary of American Express Company) (2006-2010).

 

2

 

Director of Boulevard Acquisition Corp. a blank check company and an affiliate of Avenue Capital Group (since 2014).

 

 

 

 

 

 

 

 

 

 

 

Julie Dien Ledoux (45)
399 Park Avenue,
6th Floor
New York, NY 10022

 

Trustee

 

Since
May 2012

 

Trustee of Avenue Income Credit Strategies Fund (since 2010).

 

2

 

Board Member and on the Executive Committee of Treadwell Farms Historic District Association f/k/a East Sixties Property Owners Association, a non-profit neighborhood group.

 

45


 

Avenue Credit Strategies Fund

Trustees and Officers (continued)

 

Principal Officers who are not Trustees

 

Name, Age and Address

 

 

Position(s)
with the Fund

 

 

Term of 
Office and
Length of
Service

 

 

Principal Occupation(s)
During Past Five Years

 

Stephen M. Atkins (49)
399 Park Avenue, 6th Floor
New York, NY 10022

 

Treasurer and Chief Financial Officer

 

Since
September 2012

 

Treasurer and Chief Financial Officer of Avenue Income Credit Strategies Fund (since September 2012); Senior Vice President of Avenue Capital Group, an investment management firm (since December 2010); Formerly with Morgan Stanley Investment Management Inc., a financial management and advisory company (1996-2010), most recently as an Executive Director (2003-2010).

 

 

 

 

 

 

 

Jeffrey J. Gary (52)
399 Park Avenue, 6th Floor
New York, NY 10022

 

Vice President

 

Since
May 2012

 

Vice President of Avenue Income Credit Strategies Fund (since September 2012); Portfolio Manager of Avenue Income Credit Strategies Fund (November 2012); Senior Portfolio Manager of Avenue Capital Group (since 2012); Portfolio Manager of Third Avenue Management LLC (2009-2010).

 

 

 

 

 

 

 

Ty Oyer (43)
399 Park Avenue, 6th Floor
New York, NY 10022

 

Secretary

 

Since
May 2012

 

Secretary of Avenue Income Credit Strategies Fund (since 2010); Deputy Chief Compliance Officer (since January 2011) and Compliance Manager (since 2008) of Avenue Capital Group, an investment management firm.

 

 

 

 

 

 

 

Eric Ross (45)
399 Park Avenue, 6th Floor
New York, NY 10022

 

Chief Compliance Officer

 

Since
May 2012

 

Chief Compliance Officer of Avenue Income Credit Strategies Fund (since 2010); Chief Compliance Officer of Avenue Capital Group, an investment management firm (since 2006).

 


(1)

“Independent Trustees” are those Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Fund, and “Interested Trustees” are those Trustees who are “interested persons” of the Fund.

 

 

(2)

Mr. Takian is an “Interested Trustee” due to his employment with the Investment Adviser.

 

46


 

This page intentionally left blank

 


 

Avenue Mutual Funds Trust

 

399 Park Avenue - 6th Floor

 

New York, NY 10022

 

 

 

Trustees

 

Joel Citron, Chairman of the Board

 

Julie Dien Ledoux

 

Randolph Takian

 

 

Darren Thompson

 

 

 

 

Avenue Mutual Funds Trust

 

 

Officers

 

Randolph Takian

 

Principal Executive Officer and President

 

Stephen M. Atkins

 

Treasurer and Principal Financial Officer

 

 

Jeffrey J. Gary

 

 

Vice President

 

 

Eric Ross

 

 

Chief Compliance Officer

 

 

Ty Oyer

 

 

Secretary

 

 

 

 

 

 

 

 

Investment Adviser

 

 

Avenue Capital Management II, L.P.

 

Avenue Credit Strategies Fund
SEMI-ANNUAL REPORT
April 30, 2015

399 Park Avenue, 6th Floor

 

New York, New York 10022

 

 

 

Administrator and Custodian

 

State Street Bank and Trust Company

 

One Lincoln Street

 

Boston, Massachusetts 02111

 

 

 

Transfer Agent and Dividend Paying Agent

 

State Street Bank and Trust Company

 

One Lincoln Street

 

Boston, Massachusetts 02111

 

Distributor

 

Foreside Fund Services, LLC

 

3 Canal Plaza, Suite 100

 

Portland, Maine 04101

 

 

 

Legal Counsel

 

Dechert LLP

 

1095 Avenue of the Americas

 

New York, New York 10036

 

 

 

Independent Registered Public Accounting Firm

 

PricewaterhouseCoopers LLP

 

300 Madison Avenue

 

New York, New York 10017

 

 

 

 

 

 


 

Item 2.  Code of Ethics

 

Not applicable to semi-annual reports.

 

Item 3.  Audit Committee Financial Expert

 

Not applicable to semi-annual reports.

 

Item 4.  Principal Accountant Fees and Services

 

Not applicable to semi-annual reports.

 

Item 5.  Audit Committee of Listed Registrants

 

Not applicable to semi-annual reports.

 

Item 6.  Schedule of Investments

 

(a)                                 Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of Item 1 of this Form N-CSR.

 

(b)                                 Not applicable.

 

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

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

 

Not applicable.

 

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

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

 

There were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.

 

Item 11.  Controls and Procedures.

 

(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act are effective as of a date within 90 days of the filing date of this report, based on the evaluation of these

 



 

controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(b) There was no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12.  Exhibits

 

(a)(1)  Not applicable to semi-annual reports.

 

(a)(2)  The certifications required by Rule 30a-2(a) of the 1940 Act are attached hereto.

 

(a)(3)  Not applicable.

 

(b)  The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 



 

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.

 

Avenue Mutual Funds Trust

 

 

 

By:

/s/ Randolph Takian

 

 

Randolph Takian

 

 

Trustee, Chief Executive Officer and President (Principal Executive Officer)

 

 

 

Date:

July 6, 2015

 

 

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

 

By:

/s/ Randolph Takian

 

 

Randolph Takian

 

 

Trustee, Chief Executive Officer and President (Principal Executive Officer)

 

 

 

By:

/s/ Stephen M. Atkins

 

 

Stephen M. Atkins

 

 

Treasurer and Chief Financial Officer (Principal Financial Officer)

 

 

 

Date:

July 6, 2015

 

 


EX-99.CERT 2 a15-12922_3ex99dcert.htm EX-99.CERT

EX-99.CERT

 

CERTIFICATIONS

 

I, Randolph Takian, certify that:

 

1.                                      I have reviewed this report on Form N-CSR of the Avenue Mutual Funds Trust;

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.                                      The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)                                 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                 Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)                                  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                      The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)                                 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 



 

(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:    July 6, 2015

 

 

 

/s/ Randolph Takian

 

Randolph Takian

 

Trustee, Chief Executive Officer and President (Principal Executive Officer)

 



 

CERTIFICATIONS

 

I, Stephen M. Atkins, certify that:

 

1.                                      I have reviewed this report on Form N-CSR of the Avenue Mutual Funds Trust;

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.                                      The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)                                 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                 Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)                                  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                      The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)                                 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 



 

(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:    July 6, 2015

 

 

 

/s/ Stephen M. Atkins

 

Stephen M. Atkins

 

Treasurer and Chief Financial Officer (Principal Financial Officer)

 


EX-99.906CERT 3 a15-12922_3ex99d906cert.htm EX-99.906CERT

EX-99.906CERT

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002

 

I, Randolph Takian, Trustee, Chief Executive Officer and President (Principal Executive Officer) of the Avenue Mutual Funds Trust (the “Fund”) certify that:

 

1.                                      This Form N-CSR for the Fund (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.                                      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

 

Date:

July 6, 2015

 

 

 

 

By:

/s/ Randolph Takian

 

 

Randolph Takian

 

 

Trustee, Chief Executive Officer and President (Principal Executive Officer)

 



 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002

 

I, Stephen M. Atkins Treasurer and Chief Financial Officer (Principal Financial Officer) of the Avenue Mutual Funds Trust (the “Fund”) certify that:

 

1.                                      This Form N-CSR for the Fund (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.                                      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

 

Date:

July 6, 2015

 

 

 

 

By:

/s/ Stephen M. Atkins

 

 

Stephen M. Atkins

 

 

Treasurer and Chief Financial Officer (Principal Financial Officer)

 


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