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 811-23289

Angel Oak Strategic Credit Fund

(Exact name of registrant as specified in charter)

3344 Peachtree Rd. NE, Suite 1725

Atlanta, Georgia 30326

(Address of principal executive offices) (Zip code)

Adam Langley, President

3344 Peachtree Rd. NE, Suite 1725

Atlanta, Georgia 30326

(Name and address of agent for service)

Copy to:

Douglas P. Dick

Stephen T. Cohen

Dechert LLP

1900 K Street NW

Washington, DC 20006

404-953-4900

Registrant’s telephone number, including area code

Date of fiscal year end: January 31

Date of reporting period: January 31, 2023

Item 1. Reports to Stockholders.

(a)

Annual Report

January 31, 2023

Angel Oak Strategic Credit Fund

Angel Oak Capital Advisors, LLC

3344 Peachtree Road NE

Suite 1725

Atlanta, GA 30326

(404) 953-4900

Table of Contents

Letter to Shareholders	1
Investment Results	3
Summary of Fund Expenses	4
Portfolio Holdings	5
Statement of Assets and Liabilities	6
Statement of Operations	7
Statements of Changes in Net Assets	8
Financial Highlights	9
Schedule of Investments	11
Notes to the Financial Statements	17
Report of the Independent Registered Public Accounting Firm	26
Additional Information	27
Notice of Privacy Policy and Practices	34

Angel Oak Strategic Credit Fund

How did the Fund perform during the period?

For the 12-month period that ended January 31, 2023, the Fund’s Institutional Shares (ASCIX) returned -0.78%. During the same period, the Fund’s benchmark, the Bloomberg U.S. Aggregate Bond Index, returned -8.36%. Additionally, since inception on July 12, 2022, the Fund’s FI Shares (ASCNX) returned 2.58% for the period ended January 31, 2023.⁽¹⁾ The Fund’s benchmark, the Bloomberg U.S. Aggregate Bond Index, was down 0.35% over the same period.

What were the main contributors to and detractors from the Fund’s performance during the period?

Angel Oak has been in the persistent inflation camp since 2020, and the Fund was positioned accordingly in higher-yielding, shorter-duration areas of U.S. structured credit that are bolstered by strong fundamental and inflationary tailwinds. Despite this positioning, asset prices were not immune to mark-to-market volatility and remained under constant pressure. The Fund continues to show robust interest income. In addition, most of the losses were unrealized. The Fund’s structural advantage of allowing only quarterly redemptions and not having to force-sell in an adverse market is a benefit to the Fund, as its returns have been resilient despite a severe downdraft in most fixed-income assets over the 12-month period ended January 31, 2023.

For that same period, residential mortgage credit contributed 0.83% to Fund performance. Robust income of 17.91% was offset by price declines, the majority of which were mark-to-market, of -17.09%. Residential mortgage-backed securities (RMBS) remain the largest overweight for the Fund, with an allocation of approximately 70%. We favor an overweight to U.S. residential mortgage credit at this point in the economic cycle for its robust fundamentals, including record amounts of home equity, surging wages, and a systemic supply-and-demand imbalance. Mortgage insurance is the Fund’s largest subsector holding in residential mortgage credit, at approximately 39% of the sector. Our RMBS allocation has a weighted average dollar price of $79.5, a modeled discount margin of 579 basis points, and a 3.99 interest rate duration, delivering on our thesis of high current income and low interest rate duration.

For the 12-month period ended January 31, 2023, the asset-backed securities (ABS) allocation detracted approximately 1.55% from Fund performance. The shorter-duration, high current income positioning of the allocation benefited Fund performance for most of the year, though price declines, especially in the latter half of the year, cost the Fund 6.24% despite positive income of 4.69% for the period. The sector allocation continues to focus on short-duration, lower-rated tranches of mostly subprime auto and consumer loan sectors. ABS ended January 31, 2023 at a 17.8% allocation, consisting primarily of 9.2% ABS consumer and 8.3% ABS auto. The average market price was $93.88, with an average yield-to-worst of 10.16% and an effective duration of 2.04.

The Fund’s allocation to collateralized loan obligations is 5.45%, with sub-5% allocations to both commercial mortgage-backed securities and corporate bonds. While there are attractive opportunities in each of these sectors, we would like to see additional developments in the underlying assets and further pressure on bond prices before meaningfully increasing our exposure.

What is your outlook for 2023, and how is the Fund positioned?

Looking to 2023, we believe equity earnings will begin to come under pressure as the Federal Reserve (the “Fed”) rate hikes take hold. We think this will be beneficial to fixed-income flows, and we see them turning positive in the first quarter of 2023, considering how under-allocated U.S. households are to fixed income and how enticing yield levels are. Also, we expect interest rate volatility to decline as the Fed reaches the end of this hiking cycle, and we expect issuance volumes to slow, which should be very supportive of mortgage and structured product spreads.

⁽¹⁾  Returns presented are without load. Please reference the investments results section of the report for with load returns.

Past performance is not a guarantee of future results.

Investing involves risk; principal loss is possible. The Fund’s shares will not be listed on an exchange in the foreseeable future, if at all. It is possible that a repurchase offer may be oversubscribed, in which case shareholders may only have a portion of their shares repurchased. Quarterly repurchase offers and liquidity are limited. The Fund’s derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying asset, rate, or index, which creates the possibility that the loss on such instruments may be greater than the gain in the value of the underlying asset, rate, or index; the loss of principal; the possible default of the other party to the transaction; and illiquidity of the derivative investments. The Fund may invest in illiquid securities and restricted securities. Investments in restricted securities could have the effect of increasing the amount of the Fund’s assets invested in illiquid securities if qualified institutional buyers are unwilling to purchase these securities. The Fund will be subject to risks associated with adverse political and economic developments in foreign countries, including seizure or nationalization of foreign deposits, the imposition of economic sanctions, different legal systems and laws relating to bankruptcy and creditors’ rights, and the potential inability to enforce legal judgments, all of which could cause the Fund to lose money on its investments in non-U.S. securities. Changes in interest rates generally will cause the value of fixed- income instruments held by the Fund to vary inversely to such changes. Below-investment-grade instruments are commonly referred to as “junk” or high-yield instruments, and are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Lower-grade instruments may be particularly susceptible to economic downturns. The price paid by the Fund for asset-backed securities, including CLOs; the yield the Fund expects to receive from such securities; and the average life of such securities are based on a number of factors, including the anticipated rate of prepayment of the underlying assets. Mortgage-backed securities are subject to the general risks associated with investing in real estate securities; that is, they may lose value if the value of the underlying real estate to which a pool of mortgages relates declines. For more information on these risks and other risks of the Fund, please see the Prospectus.

1

Definitions:

Asset-Backed Securities (ABS): Securities created by buying and bundling loans—such as residential mortgage loans, commercial loans or student loans—and creating securities backed by those assets, which are then sold to investors.

Basis Point (bps): One hundredth of one percent and is used to denote the percentage change in a financial instrument.

Bloomberg U.S. Aggregate Bond Index: An unmanaged index that measures the performance of the investment-grade universe of bonds issued in the United States. The index includes institutionally traded U.S. Treasury, government sponsored, mortgage and corporate securities.

Collateralized Loan Obligation (CLO): A single security backed by a pool of debt.

Commercial Mortgage-Backed Securities (CMBS): Fixed-income investments backed by mortgages on commercial properties rather than residential real estate.

Discount Margin (DM): The average expected return of a floating-rate security that’s earned in addition to the index underlying, or reference rate of, the security.

Duration: Measures a portfolio’s sensitivity to changes in interest rates. Generally, the longer the duration, the greater the price change relative to interest rate movements.

Effective Duration: Measures a portfolio’s sensitivity to changes in interest rates. Generally, the longer the effective duration, the greater the price change relative to interest rate movements.

Interest Rate Duration: Measures the sensitivity of a bond’s price to changes in interest rates.

Residential Mortgage-Backed Securities (RMBS): Fixed-income securities with cash flows that are collateralized by residential mortgages.

Spread: The difference in yield between two bonds of similar maturity but different credit quality.

Subprime: Subprime mortgages are extended to borrowers with low credit scores. In general, these borrowers have damaged credit or limited credit history, along with minimal income and asset verification. Due to the higher default risk associated with these borrowers, lenders tend to charge a higher interest rate on subprime loans.

Tranche: A portion of debt or structured financing. Each portion, or tranche, is one of several related securities offered at the same time but with different risks, rewards, and maturities.

Yield-to-Worst (YTW): The lowest potential yield that can be received on a bond without the issuer actually defaulting.

2

Investment Results – (Unaudited)

Angel Oak Strategic Credit Fund

Total Return Based on a $50,000 Investment

The chart above assumes an initial investment of $50,000 made on December 26, 2017 (commencement of operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or share repurchases. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when repurchased, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

Total Returns⁽¹⁾

(For the year ended January 31, 2023)

	Average Annual Returns
	One Year	Three Year	Five Year	Since Inception(2)
Angel Oak Strategic Credit Fund – Institutional Class	(0.78%)	4.68%	5.35%	5.47%
Angel Oak Strategic Credit Fund – Class FI without load	N/A	N/A	N/A	2.58%(3)
Angel Oak Strategic Credit Fund – Class FI with load	N/A	N/A	N/A	(0.34%)(3)
Bloomberg U.S. Aggregate Bond Index(4)	(8.36%)	(2.35%)	0.86%	0.69%(5)

(1) Return figures reflect any change in price per share and assume the reinvestment of all distributions. Total returns for Class FI Shares, with load, include the maximum 3.00% deferred sales charge.

(2) Inception date is December 26, 2017 for Institutional Class Shares and July 12, 2022, for Class FI Shares.

(3) Less than one year of activity, figure presented is a cumulative return.

(4) The Bloomberg U.S. Aggregate Bond Index measures the performance of the investment-grade, fixed-rate bond market, including government and credit securities, agency pass-through securities, asset-backed securities and commercial mortgage-backed securities. Performance figures include the change in value of the bonds in the index and the reinvestment of interest. The index return does not reflect expenses. You cannot invest directly in an index; however, an individual can invest in exchange-traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

(5) The return shown for the Bloomberg U.S. Aggregate Bond Index is from the inception date of the Institutional Class Shares. The Bloomberg U.S. Aggregate Bond Index return from the inception date of the Class FI Shares is (0.35%).

3

Summary of Fund Expenses – (Unaudited)

As a shareholder of the Fund, you incur ongoing costs, including management fees and other expenses of the Fund. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this table, 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 = $8.60), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account value and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account value 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 the ongoing costs of investing in the Fund and other funds. To do so, 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. Therefore, the second line of the table below is useful in comparing ongoing costs only and will not help you determine the relative costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Angel Oak Strategic Credit Fund		Beginning Account Value	Ending Account Value	Expenses Paid During  Period(1)	Annualized Expense  Ratio
Institutional Class	Actual	$1,000.00	$1,017.90	$5.19	1.02%
	Hypothetical(2)	$1,000.00	$1,020.06	$5.19	1.02%
Class FI	Actual	$1,000.00	$1,018.40	$5.39	1.06%
	Hypothetical(2)	$1,000.00	$1,019.86	$5.40	1.06%

(1) Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent six month period and divided by the number of days in the most recent twelve month period (365). The annualized expense ratios reflects fee waiver and expense limitation arrangements, including interest expense, in effect during the period. The “Financial Highlights” tables in the Fund’s financial statements, included in the report, also show the gross expense ratios, without such reimbursements.

(2) Hypothetical assumes 5% annual return before expenses.

4

Portfolio Holdings – (Unaudited)

The investment objective of Angel Oak Strategic Credit Fund is to seek total return.

*As a percentage of total investments. The percentages presented in the table above may differ from those in the Schedule of Investments because the percentages in the Schedule of Investments are calculated based on net assets.

5

Angel Oak Strategic Credit Fund

Statement of Assets and Liabilities

January 31, 2023

Assets
Investments in securities at fair value*	$	87,499,829
Deposit at broker for futures*		12,992
Receivable for investments sold		6,670
Dividends and interest receivable		335,586
Prepaid expenses		25,451
Total Assets		87,880,528
Liabilities
Payable for reverse repurchase agreements		6,796,170
Payable for distributions to shareholders		451,365
Payable to Advisor		84,128
Payable to administrator, fund accountant, and transfer agent		26,222
Interest payable for reverse repurchase agreements		25,902
Payable to custodian		800
Other accrued expenses		45,095
Total Liabilities		7,429,682
Net Assets	$	80,450,846
Net Assets consist of:
Paid-in capital	$	85,310,524
Total distributable earnings (accumulated deficit)		(4,859,678	)
Net Assets	$	80,450,846
Class FI:
Net Assets		$9,438,699
Shares outstanding (unlimited number of shares authorized, no par value)		457,845
Net asset value (“NAV”) and offering price per share		$20.62
Institutional Class:
Net Assets	$	71,012,147
Shares outstanding (unlimited number of shares authorized, no par value)		3,445,761
Net asset value (“NAV”) and offering price per share		$20.61
*Identified Cost:
Investments in securities	$	90,908,583
Required margin held as collateral for futures contracts		375

See accompanying notes which are an integral part of these financial statements.

6

Angel Oak Strategic Credit Fund

Statement of Operations

For the Year Ended January 31, 2023

Investment Income
Interest	$5,695,059
Dividends	2,883
Total Investment Income	5,697,942
Expenses
Investment Advisory (See Note 5)	747,866
Legal	57,539
Fund accounting	56,304
Interest & commissions	51,418
Transfer agent	47,478
Trustee	36,262
Registration	30,597
Audit & tax	29,054
Administration	25,538
Distribution	22,376
Printing	15,673
Compliance	12,686
Insurance	5,709
Custodian	3,832
Miscellaneous	24,966
Total Expenses	1,167,298
Fees contractually waived by Adviser (See Note 5)	(605,788	)
Net Expenses	561,510
Net Investment Income (Loss)	5,136,432
Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments	(179,349	)
Net realized gain (loss) on futures contracts	(35,303	)
Net change in unrealized appreciation/depreciation on investments	(3,597,760	)
Net change in unrealized appreciation/depreciation on futures contracts	40,738
Net realized and unrealized gain (loss) on investments	(3,771,674	)
Net increase (decrease) in net assets resulting from operations	$1,364,758

See accompanying notes which are an integral part of these financial statements.

7

Angel Oak Strategic Credit Fund

Statements of Changes in Net Assets

	For the Year Ended January 31, 2023 (a)			For the Year Ended January 31, 2022
Increase (Decrease) in Net Assets due to:
Operations
Net investment income (loss)		$5,136,432			$1,952,434
Net realized gain (loss) on investment transactions and futures contracts		(214,652	)		70,712
Net change in unrealized appreciation/depreciation on investments and futures contracts		(3,557,022	)		(272,854	)
Net increase (decrease) in net assets resulting from operations		1,364,758			1,750,292
Distributions to Shareholders
Distributions, Class FI		(421,986	)		–
Distributions, Institutional Class		(4,767,458	)		(1,933,676	)
Total distributions to shareholders		(5,189,444	)		(1,933,676	)
Capital Transactions – Class FI
Proceeds from shares sold		9,200,000			–
Reinvestment of distributions		421,986			–
Total Class FI		9,621,986			–
Capital Transactions – Institutional Class
Proceeds from shares sold		68,506,156			4,095,993
Reinvestment of distributions		323,098			1,019,808
Amount paid for shares redeemed (See Note 7)		(9,123,500	)		(4,070,242	)
Total Institutional Class		59,705,754			1,045,559
Net increase (decrease) in net assets resulting from capital transactions		69,327,740			1,045,559
Total Increase (Decrease) in Net Assets		65,503,054			862,175
Net Assets
Beginning of year or period		14,947,792			14,085,617
End of year or period		$80,450,846			$14,947,792
Share Transactions – Class FI
Shares sold		437,236			–
Shares issued in reinvestment of distributions		20,609			–
Total Class FI		457,845			–
Share Transactions – Institutional Class
Shares sold		3,205,714			177,484
Shares issued in reinvestment of distributions		15,243			44,410
Shares redeemed (See Note 7)		(432,053	)		(176,700	)
Total Institutional Class		2,788,904			45,194
Net increase (decrease) in share transactions		3,246,749			45,194
(a) Class FI commenced operations on July 12, 2022.

See accompanying notes which are an integral part of these financial statements.

8

Angel Oak Strategic Credit Fund – Class FI

Financial Highlights

(For a share outstanding during each period)

	For the Period Ended January 31, 2023 (a)
Selected Per Share Data:
Net asset value, beginning of period		$21.13
Income from investment operations:
Net investment income (loss)		0.98
Net realized and unrealized gain (loss) on investments (b)		(0.46	)
Total from investment operations		0.52
Less distributions to shareholders:
From net investment income		(1.03	)
Total distributions		(1.03	)
Net asset value, end of period		$20.62
Total return (c)		2.58	%(d)
Ratios and Supplemental Data:
Net assets, end of period (000’s omitted)		$9,43	9
Interest expense to average net assets (e)		0.13	%
Ratio of expenses to average net assets before waiver and reimbursement/recoupment (e)		1.86	% (f)
Ratio of expenses to average net assets after waiver and reimbursement/recoupment (e)		1.03	% (f)(g)
Ratio of net investment income (loss) to average net assets before waiver and reimbursement/recoupment (e)		7.75	% (f)
Ratio of net investment income (loss) to average net assets after waiver and reimbursement/recoupment (e)		8.58	% (f)(g)
Portfolio turnover rate		28.98	% (h)
Reverse repurchase agreements, end of period (000’s omitted)		$6,79	6
Asset coverage per $1,000 unit of senior indebtedness (i)		$12,83	8

(a) Class commenced operations on July 12, 2022.

(b) Net realized and unrealized gain (loss) per share may include balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gain/(loss) in the Statement of Operations due to share transactions for the period.

(c) Not annualized for periods of less than one year.

(d) Total return assumes reinvest of dividends and would have been lower if no expense waiver was in place.

(e) Annualized for periods less than one year.

(f) Includes interest expense.

(g) Effective January 1, 2023, the expense limitation agreement was terminated. Prior to January 1, 2023, the expense cap was 0.75%. See Note 5.

(h) Figure presented represents turnover for the Fund as a whole for the entire fiscal year.

(i) Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing by the total number of senior indebtedness, where one unit equals $1,000 of senior indebtedness.

See accompanying notes which are an integral part of these financial statements.

9

Angel Oak Strategic Credit Fund – Institutional Class

Financial Highlights

(For a share outstanding during each year)

	For the Year Ended January 31, 2023			For the Year Ended January 31, 2022			For the Year Ended January 31, 2021			For the Year Ended January 31, 2020			For the Year Ended January 31, 2019
Selected Per Share Data:
Net asset value, beginning of year		$22.76			$23.03			$24.73			$24.49			$25.23
Income from investment operations:
Net investment income (loss)		1.84			3.22	(a)		2.01			1.69			1.76
Net realized and unrealized gain (loss) on investments (b)		(2.06	)		(0.32	)		(1.72	)		0.22			(0.60	)
Total from investment operations		(0.22	)		2.90			0.29			1.91			1.16
Less distributions to shareholders:
From net investment income		(1.93	)		(3.17	)		(1.99	)		(1.67	)		(1.85	)
From net realized gain		–			–			–			–			(0.05	)
Total distributions		(1.93	)		(3.17	)		(1.99	)		(1.67	)		(1.90	)
Net asset value, end of year		$20.61			$22.76			$23.03			$24.73			$24.49
Total return (c)		(0.78	%)(d)		13.31	%		2.04	%		8.01	%		4.72	%
Ratios and Supplemental Data:
Net assets, end of year (000’s omitted)		$71,01	2		$14,94	8		$14,08	6		$12,34	7		$6,98	2
Interest expense to average net assets (e)		0.08	%		N/A			N/A			N/A			N/A
Ratio of expenses to average net assets before waiver and reimbursement/recoupment (e)		1.96	%(f)		3.36	%		5.59	%		5.44	%		7.96	%
Ratio of expenses to average net assets after waiver and reimbursement/recoupment (e)		0.93	%(f)(g)		0.75	%		0.75	%		0.75	%		0.75	%
Ratio of net investment income (loss) to average net assets before waiver and reimbursement/recoupment (e)		7.56	%(f)		11.27	%		4.47	%		2.25	%		0.42	%
Ratio of net investment income (loss) to average net assets after waiver and reimbursement/recoupment (e)		8.59	%(f)(g)		13.88	%		9.31	%		6.94	%		7.63	%
Portfolio turnover rate (c)		28.98	%		51.76	%		73.55	%		72.92	%		63.83	%
Reverse repurchase agreements, end of year (000’s omitted)		$6,79	6		N/A			N/A			N/A			N/A
Asset coverage per $1,000 unit of senior indebtedness (h)		$12,83	8		N/A			N/A			N/A			N/A
(a) Calculated using the average shares outstanding method.
(b) Net realized and unrealized gain (loss) per share may include balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gain/(loss) in the Statement of Operations due to share transactions for the period.
(c) Not annualized for periods of less than one year.
(d) Total return assumes reinvest of dividends and would have been lower if no expense waiver was in place.
(e) Annualized for periods less than one year.
(f) Includes interest expense.
(g) Effective January 1, 2023, the expense limitation agreement was terminated. Prior to January 1, 2023, the expense cap was 0.75%. See Note 5.
(h) Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing by the total number of senior indebtedness, where one unit equals $1,000 of senior indebtedness.

See accompanying notes which are an integral part of these financial statements.

10

Angel Oak Strategic Credit Fund

Schedule of Investments

January 31, 2023

	Principal Amount		Value
Asset-Backed Securities – 18.88%
Affirm Asset Securitization Trust, Series 2021-B, Class E, 4.610%, 8/17/2026 (a)		$650,000		$564,765
Avid Automobile Receivables Trust, Series 2021-1, Class D, 1.990%, 4/17/2028 (a)		1,000,000		918,620
Avis Budget Rental Car Funding LLC, Series 2020-1A, Class D, 3.340%, 8/20/2026 (a)		500,000		441,354
CAL Receivables LLC, Series 2022-1, Class B, 8.645% (SOFR30A + 4.350%), 10/15/2026 (a)(b)		100,000		97,970
Carvana Auto Receivables Trust, Series 2022-P1, Class N, 4.350%, 1/10/2029 (a)		119,907		119,727
Carvana Auto Receivables Trust, Series 2022-P2, Class D, 6.280%, 5/10/2029		923,000		924,533
Carvana Auto Receivables Trust, Series 2022-P3, Class D, 6.490%, 9/10/2029		453,000		448,363
Conn’s Receivables Funding LLC, Series 2022-A, Class B, 9.520%, 12/15/2026 (a)		500,000		500,790
Continental Finance Credit Card ABS Master Trust, Series 2020-1A, Class C, 5.750%, 12/15/2028 (a)		200,000		183,123
Exeter Automobile Receivables Trust, Series 2022-4A, Class D, 5.980%, 12/15/2028		250,000		246,825
Exeter Automobile Receivables Trust, Series 2022-4A, Class E, 8.230%, 3/15/2030 (a)		500,000		464,516
Flagship Credit Auto Trust, Series 2022-3, Class D, 6.000%, 7/17/2028 (a)		500,000		492,158
Foursight Capital Automobile Receivables Trust, Series 2022-2, Class D, 7.090%, 10/15/2029 (a)		500,000		507,697
FREED ABS Trust, Series 2022-3FP, Class D, 7.360%, 8/20/2029 (a)		500,000		502,934
Hertz Vehicle Financing LLC, Series 2022-4A, Class D, 6.560%, 9/25/2026 (a)		265,000		251,734
LendingClub Receivables Trust, Series 2019-1, Class CERT, 6.000%, 7/17/2045 (a)		17,660		93,332
Lendingpoint Asset Securitization Trust, Series 2022-A, Class E, 7.020%, 6/15/2029 (a)		100,000		57,949
Lendingpoint Asset Securitization Trust, Series 2022-B, Class C, 8.450%, 10/15/2029 (a)		1,000,000		926,518
Marlette Funding Trust, Series 2022-2A, Class D, 7.500%, 8/15/2032 (a)		500,000		494,224
Mosaic Solar Loan Trust, Series 2018-1A, Class C, 6/22/2043 (a)(c)		90,742		84,287
Mosaic Solar Loan Trust, Series 2019-1A, Class B, 12/21/2043 (a)(c)		30,820		27,625
Pagaya AI Debt Selection Trust, Series 2021-1, Class C, 4.090%, 11/15/2027 (a)		249,897		218,093
Pagaya AI Debt Selection Trust, Series 2021-3, Class C, 3.270%, 5/15/2029 (a)		199,989		173,938
Pagaya AI Debt Selection Trust, Series 2022-1, Class C, 4.888%, 10/15/2029 (a)		99,987		85,014
Pagaya AI Debt Selection Trust, Series 2022-3, Class B, 8.050%, 3/15/2030 (a)		500,000		502,238
Pagaya AI Debt Trust, Series 2022-5, Class B, 10.310%, 6/17/2030 (a)		500,000		512,401
Pretium Mortgage Credit Partners LLC, Series 2021-RN1, Class A1, 1.992%, 2/25/2061 (a)(d)		236,095		212,385
Research-Driven Pagaya Motor Asset Trust, Series 2021-2A, Class A, 2.650%, 3/25/2030 (a)		363,040		320,562
Santander Consumer Auto Receivables Trust, Series 2021-AA, Class F, 5.790%, 8/15/2028 (a)		250,000		214,623
Theorem Funding Trust, Series 2022-2A, Class B, 9.270%, 12/15/2028 (a)		1,000,000		1,025,931
Tricolor Auto Securitization Trust, Series 2022-1A, Class F, 9.800%, 7/16/2029 (a)		100,000		97,757
United Auto Credit Securitization Trust, Series 2022-2, Class D, 6.840%, 1/10/2028 (a)		1,000,000		975,543
Upstart Pass-Through Trust, Series 2021-ST9, Class CERT, 4.500%, 11/20/2029 (a)		200,000		62,679
Upstart Pass-Through Trust, Series 2022-ST1, Class CERT, 3/20/2030 (a)		100,000		34,930
Upstart Securitization Trust, Series 2021-1, Class C, 4.060%, 3/20/2031 (a)		500,000		465,169
Upstart Securitization Trust, Series 2021-3, Class C, 3.280%, 7/20/2031 (a)		500,000		435,184
Upstart Securitization Trust, Series 2021-4, Class B, 1.840%, 9/20/2031 (a)		460,000		422,752
Upstart Securitization Trust, Series 2022-1, Class C, 5.710%, 3/20/2032 (a)		200,000		158,462
Upstart Securitization Trust, Series 2022-2, Class C, 8.430%, 5/20/2032 (a)		500,000		483,535
US Auto Funding Trust, Series 2022-1A, Class D, 9.140%, 7/15/2027 (a)		450,000		441,990
TOTAL ASSET-BACKED SECURITIES (Cost – $15,822,833)				$15,192,230
Collateralized Loan Obligations – 5.38%
Allegro CLO Ltd., Series 2018-1X, Class D, 7.642% (3 Month LIBOR USD + 2.850%), 6/13/2031 (b)(e)		500,000		459,030

See accompanying notes which are an integral part of these financial statements.

11

Angel Oak Strategic Credit Fund

Schedule of Investments – (continued)

January 31, 2023

	Principal Amount		Value
Capital Four US CLO Ltd., Series 2022-2A, Class D1, 10.431% (TSFR3M + 5.800%), 1/21/2035 (a)(b)	$	500,000	$	493,750
Carlyle US CLO Ltd., Series 2017-4A, Class C, 7.592% (3 Month LIBOR USD + 2.800%), 1/15/2030 (a)(b)		500,000		456,829
Ivy Hill Middle Market Credit Fund Ltd., Series 9A, Class DRR, 8.603% (TSFR3M + 3.950%), 4/23/2034 (a)(b)		500,000		457,411
LCM Ltd., Series 23A, Class CR, 8.108% (3 Month LIBOR USD + 3.300%), 10/22/2029 (a)(b)		500,000		444,763
MCF CLO Ltd., Series 2019-1A, Class E, 12.692% (3 Month LIBOR USD + 7.900%), 7/17/2031 (a)(b)		500,000		458,732
Monroe Capital MML CLO Ltd., Series 2020-1A, Class ER, 11.550% (TSFR3M + 8.750%), 5/22/2034 (a)(b)		500,000		462,697
Palmer Square Loan Funding Ltd., Series 2021-3A, Class D, 9.808% (3 Month LIBOR USD + 5.000%), 7/20/2029 (a)(b)		500,000		459,276
Saranac CLO Ltd., Series 2020-8A, Class E, 12.795% (3 Month LIBOR USD + 8.120%), 2/22/2033 (a)(b)		250,000		210,248
THL Credit Wind River CLO Ltd., Series 2018-1A, Class E, 10.292% (3 Month LIBOR USD + 5.500%), 7/15/2030 (a)(b)		500,000		423,201
TOTAL COLLATERALIZED LOAN OBLIGATIONS (Cost – $4,396,431)				$4,325,937
Commercial Mortgage-Backed Securities – 2.11%
Capital Funding Mortgage Trust, Series 2020-9, Class B, 19.269% (1 Month LIBOR USD + 14.900%), 11/19/2023 (a)(b)		242,500		239,176
GS Mortgage Securities Corp. Trust, Series 2018-TWR, Class G, 8.634% (1 Month LIBOR USD + 4.175%), 7/15/2031 (a)(b)		311,000		278,514
Med Trust, Series 2021-MDLN, Class G, 9.710% (1 Month LIBOR USD + 5.250%), 11/15/2038 (a)(b)		997,038		929,872
X-Caliber Mortgage Trust, Series 2020-1, Class B1, 11.869% (1 Month LIBOR USD + 7.500%), 2/15/2023 (a)(b)		203,125		202,028
X-Caliber Mortgage Trust, Series 2021-9, Class B1, 12.443% (TSFR1M + 8.120%), 3/15/2024 (a)(b)		50,000		48,698
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Cost – $1,728,162)				$1,698,288
Commercial Mortgage-Backed Securities – U.S. Government Agency – 0.15%
Federal Home Loan Mortgage Corp., Series 2017-KF41, Class B, 6.892% (1 Month LIBOR USD + 2.500%), 11/25/2024 (a)(b)		129,217		119,429
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES – U.S. GOVERNMENT AGENCY (Cost – $126,346)				$119,429
	Shares
Common Stocks – 0.39%
Financial – 0.39%
Essent Group Ltd.		4,400		193,732
NMI Holdings, Inc. (f)		5,000		116,150
TOTAL COMMON STOCKS (Cost – $299,270)				$309,882

See accompanying notes which are an integral part of these financial statements.

12

Angel Oak Strategic Credit Fund

Schedule of Investments – (continued)

January 31, 2023

	Principal Amount		Value
Corporate Obligations – 4.41%
Consumer, Cyclical – 0.49%
Carnival Corp., 6.000%, 5/1/2029 (a)		$500,000		$395,628
Consumer, Non-cyclical – 0.53%
Rent-A-Center, Inc., 6.375%, 2/15/2029 (a)		500,000		425,605
Financial – 3.39%
Freedom Mortgage Corp., 6.625%, 1/15/2027 (a)		500,000		415,720
OneMain Finance Corp., 7.125%, 3/15/2026		1,000,000		994,900
PennyMac Financial Services, Inc., 5.750%, 9/15/2031 (a)		500,000		420,951
United Wholesale Mortgage LLC, 5.500%, 4/15/2029 (a)		700,000		602,945
WT Holdings, Inc., 7.000%, 4/30/2023 (a)		300,000		296,760
				2,731,276
TOTAL CORPORATE OBLIGATIONS (Cost – $3,463,921)				$3,552,509
Residential Mortgage-Backed Securities – 68.64%
American Home Mortgage Assets Trust, Series 2006-6, Class XP, 0.035%, 12/25/2046 (g)(h)		862,069		17,160
American Home Mortgage Investment Trust, Series 2006-3, Class 3A2, 6.750%, 12/25/2036 (d)		318,113		127,853
Bellemeade Re Ltd., Series 2019-2A, Class M2, 7.606% (1 Month LIBOR USD + 3.100%), 4/25/2029 (a)(b)		748,000		725,182
Bellemeade Re Ltd., Series 2020-4A, Class B1, 9.506% (1 Month LIBOR USD + 5.000%), 6/25/2030 (a)(b)		250,000		240,599
Bellemeade Re Ltd., Series 2021-3A, Class M2, 7.460% (SOFR30A + 3.150%), 9/25/2031 (a)(b)		500,000		455,408
BRAVO Residential Funding Trust, Series 2021-A, Class A1, 1.991%, 10/25/2059 (a)(d)(i)		542,338		520,451
COLT Mortgage Loan Trust, Series 2021-1, Class M1, 2.287%, 6/25/2066 (a)(g)(i)		1,500,000		1,144,737
CountryWide Alternative Loan Trust, Series 2007-20, Class A1, 5.006% (1 Month LIBOR USD + 0.500%), 8/25/2047 (b)		216,569		82,327
CountryWide Home Loan Mortgage Pass-Through Trust, Series 2004-29, Class 1X, 0.053%, 2/25/2035 (g)(h)		1,921,595		22,765
Credit Suisse Mortgage Trust, Series 2021-NQM2, Class M1, 2.282%, 2/25/2066 (a)(g)(i)		1,215,000		928,496
Credit Suisse Mortgage Trust, Series 2022-NQM4, Class A3, 4.819%, 6/25/2067 (a)(d)(i)		962,238		888,532
Credit Suisse Mortgage Trust, Series 2022-NQM5, Class M1, 5.169%, 6/25/2067 (a)(g)		1,000,000		829,730
CSMC Trust, Series 2017-RPL1, Class B4, 2.951%, 7/25/2057 (a)(g)		1,487,145		292,194
CSMC Trust, Series 2022-ATH1, Class B2, 4.830%, 1/25/2067 (a)(g)		2,000,000		1,607,974
CSMC Trust, Series 2022-ATH1, Class B1, 4.830%, 1/25/2067 (a)(g)		2,000,000		1,668,424
DSLA Mortgage Loan Trust, Series 2004-AR2, Class X2, 0.007%, 11/19/2044 (g)(h)		368,407		4,078
Eagle RE Ltd., Series 2020-1, Class M2, 6.506% (1 Month LIBOR USD + 2.000%), 1/25/2030 (a)(b)		1,250,000		1,216,168
Eagle RE Ltd., Series 2020-1, Class B1, 7.356% (1 Month LIBOR USD + 2.850%), 1/25/2030 (a)(b)		1,000,000		923,008
Eagle RE Ltd., Series 2021-1, Class M2, 8.760% (SOFR30A + 4.450%), 10/25/2033 (a)(b)		500,000		502,242
Eagle RE Ltd., Series 2021-2, Class M2, 8.560% (SOFR30A + 4.250%), 4/25/2034 (a)(b)		2,250,000		2,205,522
Ellington Financial Mortgage Trust, Series 2021-2, Class M1, 2.296%, 6/25/2066 (a)(g)(i)		1,655,000		1,039,022
Ellington Financial Mortgage Trust, Series 2021-2, Class B1, 3.202%, 6/25/2066 (a)(g)		2,000,000		1,111,204
GCAT Trust, Series 2020-NQM2, Class M1, 3.589%, 4/25/2065 (a)(g)(i)		1,500,000		1,276,521

See accompanying notes which are an integral part of these financial statements.

13

Angel Oak Strategic Credit Fund

Schedule of Investments – (continued)

January 31, 2023

	Principal Amount		Value
GS Mortgage Securities Corp. Trust, Series 2020-PJ3, Class B6, 3.422%, 10/25/2050 (a)(g)	$	1,662,904	$	738,062
GS Mortgage-Backed Securities Corp. Trust, Series 2020-PJ6, Class B6, 2.777%, 5/25/2051 (a)(g)		995,828		379,477
GS Mortgage-Backed Securities Trust, Series 2020-NQM1, Class B1, 5.143%, 9/25/2060 (a)(g)(i)		2,408,000		2,058,592
GS Mortgage-Backed Securities Trust, Series 2020-NQM1, Class B2, 6.102%, 9/25/2060 (a)(g)		2,000,000		1,744,644
GSAA Home Equity Trust, Series 2006-15, Class AF6, 6.376%, 9/25/2036 (d)		41,601		18,006
GSAA Home Equity Trust, Series 2006-18, Class AF3A, 5.772%, 11/25/2036 (g)		126,090		43,972
Home RE Ltd., Series 2021-1, Class B1, 8.156% (1 Month LIBOR USD + 3.650%), 7/25/2033 (a)(b)		2,300,000		2,149,437
Home RE Ltd., Series 2022-1, Class M1C, 9.810% (SOFR30A + 5.500%), 10/25/2034 (a)(b)(i)		2,000,000		1,963,146
Home RE Ltd., Series 2022-1, Class M2, 11.060% (SOFR30A + 6.750%), 10/25/2034 (a)(b)		1,500,000		1,461,639
Home RE Ltd., Series 2022-1, Class B1, 13.310% (SOFR30A + 9.000%), 10/25/2034 (a)(b)		1,500,000		1,423,590
JP Morgan Chase Bank, Series 2021-CL1, Class M5, 7.960% (SOFR30A + 3.650%), 3/27/2051 (a)(b)		49,409		42,119
JP Morgan Chase Bank, Series 2021-CL1, Class B, 11.210% (SOFR30A + 6.900%), 3/27/2051 (a)(b)		75,000		67,091
JP Morgan Chase Bank, Series 2020-CL1, Class M5, 10.106% (1 Month LIBOR USD + 5.600%), 10/25/2057 (a)(b)		159,994		158,668
JP Morgan Mortgage Trust, Series 2019-1, Class B6, 3.421%, 5/25/2049 (a)(g)		201,402		150,033
JP Morgan Mortgage Trust, Series 2019-8, Class B6, 3.997%, 3/25/2050 (a)(g)		255,511		155,274
JP Morgan Mortgage Trust, Series 2022-6, Class B4, 3.307%, 5/25/2052 (a)(g)		3,030,175		1,259,359
JP Morgan Mortgage Trust, Series 2022-6, Class B5, 3.307%, 5/25/2052 (a)(g)		1,265,000		431,944
JP Morgan Mortgage Trust, Series 2022-6, Class B6, 3.307%, 5/25/2052 (a)(g)		1,265,736		304,378
Legacy Mortgage Asset Trust, Series 2020-GS3, Class A1, 3.250%, 5/25/2060 (a)(d)(i)		2,752,048		2,747,893
New Residential Mortgage Loan Trust, Series 2022-SFR2, Class E1, 4.000%, 9/19/2039 (a)		850,000		711,889
New Residential Mortgage Loan Trust, Series 2019-6A, Class B6, 4.441%, 9/25/2059 (a)(g)		165,974		100,198
Oaktown Re Ltd., Series 2021-2, Class M2, 8.010% (SOFR30A + 3.700%), 4/25/2034 (a)(b)		1,500,000		1,385,898
Oaktown Re Ltd., Series 2021-2, Class B1, 8.710% (SOFR30A + 4.400%), 4/25/2034 (a)(b)		1,500,000		1,276,565
PRET LLC, Series 2022-NPL3, Class A2, 7.870%, 6/25/2052 (a)(d)		2,000,000		1,946,478
Progress Residential Trust, Series 2021-SFR1, Class F, 2.757%, 4/17/2038 (a)		1,400,000		1,205,299
Progress Residential Trust, Series 2021-SFR9, Class F, 4.053%, 11/19/2040 (a)		500,000		411,874
Radnor RE Ltd., Series 2021-2, Class M2, 9.310% (SOFR30A + 5.000%), 11/25/2031 (a)(b)		2,000,000		1,881,418
Radnor RE Ltd., Series 2021-2, Class B1, 10.310% (SOFR30A + 6.000%), 11/25/2031 (a)(b)		1,000,000		875,430
Radnor RE Ltd., Series 2022-1, Class M1B, 11.060% (SOFR30A + 6.750%), 9/27/2032 (a)(b)		1,000,000		1,006,778
Radnor RE Ltd., Series 2022-1, Class M2, 12.810% (SOFR30A + 8.500%), 9/27/2032 (a)(b)		1,000,000		1,033,844
Radnor RE Ltd., Series 2021-1, Class M1C, 7.010% (SOFR30A + 2.700%), 12/27/2033 (a)(b)		2,000,000		1,908,976
Residential Mortgage Loan Trust, Series 2020-1, Class B2, 4.665%, 1/25/2060 (a)(g)		400,000		339,280
Saluda Grade Alternative Mortgage Trust, Series 2022-INV1, Class A3, 4.647%, 10/25/2032 (a)(g)		998,107		905,719
Seasoned Credit Risk Transfer Trust, Series 2019-3, Class M, 4.750%, 10/25/2058 (g)		1,800,000		1,609,657
Traingle Re Ltd., Series 2021-3, Class M2, 8.060% (SOFR30A + 3.750%), 2/25/2034 (a)(b)		1,600,000		1,475,746
Unison Trust, Series 2021-1, Class A, 4.500%, 4/25/2050 (a)(g)		229,580		207,871
Verus Securitization Trust, Series 2021-5, Class M1, 2.331%, 9/25/2066 (a)(g)		450,000		336,207

See accompanying notes which are an integral part of these financial statements.

14

Angel Oak Strategic Credit Fund

Schedule of Investments – (continued)

January 31, 2023

	Principal Amount		Value
Verus Securitization Trust, Series 2022-7, Class M1, 5.413%, 7/25/2067 (a)(g)	$	750,000	$	662,875
Wells Fargo Credit Risk Transfer Securities Trust, Series 2015-WF1, Class 1M2, 9.756% (1 Month LIBOR USD + 5.250%), 11/25/2025 (a)(b)		11,590		8,609
Western Mortgage Reference Notes, Series 2021-CL2, Class M5, 10.810% (SOFR30A + 6.500%), 7/25/2059 (a)(b)		446,574		431,632
Western Mortgage Reference Notes, Series 2021-CL2, Class B, 12.810% (SOFR30A + 8.500%), 7/25/2059 (a)(b)		400,000		372,894
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (Cost – $57,827,665)				$55,222,058
Residential Mortgage-Backed Securities – U.S. Government Agency Credit Risk Transfer – 6.80%
Connecticut Avenue Securities Trust, Series 2019-HRP1, Class B1, 13.756% (1 Month LIBOR USD + 9.250%), 11/25/2039 (a)(b)		300,000		289,549
Connecticut Avenue Securities Trust, Series 2020-R02, Class 2B1, 7.506% (1 Month LIBOR USD + 3.000%), 1/25/2040 (a)(b)		250,000		234,688
Connecticut Avenue Securities Trust, Series 2021-R01, Class 1B1, 7.410% (SOFR30A + 3.100%), 10/25/2041 (a)(b)		700,000		672,219
Federal Home Loan Mortgage Corp., Series 2021-DNA5, Class B1, 7.360% (SOFR30A + 3.050%), 1/25/2034 (a)(b)		1,000,000		953,750
Federal Home Loan Mortgage Corp., Series 2022-HQA1, Class M2, 9.560% (SOFR30A + 5.250%), 3/25/2042 (a)(b)		1,000,000		999,998
Federal Home Loan Mortgage Corp., Series 2022-HQA1, Class B2, 15.310% (SOFR30A + 11.000%), 3/25/2042 (a)(b)		1,000,000		958,750
Federal Home Loan Mortgage Corp., Series 2022-HQA3, Class M2, 9.660% (SOFR30A + 5.350%), 8/25/2042 (a)(b)		500,000		494,367
Federal Home Loan Mortgage Corp., Series 2017-SPI1, Class B, 4.117%, 9/25/2047 (a)(g)		273,443		189,124
Federal Home Loan Mortgage Corp., Series 2018-SPI3, Class B, 4.161%, 8/25/2048 (a)(g)		31,030		23,213
Federal Home Loan Mortgage Corp., Series 2018-SPI4, Class B, 4.512%, 11/25/2048 (a)(g)		303,974		216,699
Federal Home Loan Mortgage Corp., Series 2020-DNA1, Class B2, 9.756% (1 Month LIBOR USD + 5.250%), 1/25/2050 (a)(b)		500,000		434,284
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES – U.S. GOVERNMENT AGENCY CREDIT RISK TRANSFER (Cost – $5,631,100)				$5,466,641
	Shares
Short-Term Investments – 2.00%
Money Market Funds – 2.00%
First American Government Obligations Fund, Class U, 4.158% (j)		1,612,855		1,612,855
TOTAL SHORT-TERM INVESTMENTS (Cost – $1,612,855)				$1,612,855
TOTAL INVESTMENTS – 108.76% (Cost – $90,908,583)				$87,499,829
Liabilities in Excess of Other Assets – (8.76%)				(7,048,983	)
NET ASSETS – 100.00%				$80,450,846

See accompanying notes which are an integral part of these financial statements.

15

Angel Oak Strategic Credit Fund

Schedule of Investments – (continued)

January 31, 2023

LIBOR: London Inter-Bank Offered Rate

TSFR1M: 1 Month Term Secured Overnight Financing Rate

TSFR3M: 3 Month Term Secured Overnight Financing Rate

SOFR30A: Secured Overnight Financing Rate 30 Day Average

(a) Security exempt from registration under Rule 144A or Section 4(a)(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities are determined to be liquid by the Adviser, under the procedures established by the Fund’s Board of Trustees, unless otherwise denoted. At January 31, 2023, the value of these securities amounted to $80,577,623 or 100.16% of net assets.

(b) Variable or floating rate security based on a reference index and spread. Certain securities are fixed to variable and currently in the fixed phase. Rate disclosed is the rate in effect as of January 31, 2023.

(c) Principal only security.

(d) Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate disclosed is the rate in effect as of January 31, 2023.

(e) Security exempt from registration under Regulation S of the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. At January 31, 2023, the value of securities pledged amounted to $459,030 or 0.57% of net assets.

(f) Non-income producing security.

(g) Variable rate security. The coupon is based on an underlying pool of assets. Rate disclosed is the rate in effect as of January 31, 2023.

(h) Interest only security.

(i) All or a portion of the security has been pledged as collateral in connection with open reverse repurchase agreements. At January 31, 2023, the value of securities pledged amounted to $12,567,390.

(j) Rate disclosed is the seven day yield as of January 31, 2023.

Schedule of Open Futures Contracts

Short Futures Contracts	Expiration Month		Number of Contracts			Notional Value			Value &      Unrealized      Appreciation (Depreciation)
5 Year ERIS Aged Standard Swap Future		June 2024		(1	)	($	103,747	)	($520)

Schedule of Open Reverse Repurchase Agreements

Counterparty	Interest Rate		Trade Date		Maturity Date		Net Closing Amount		Face Value
Goldman Sachs & Co.		6.714%		1/6/2023		2/6/2023		$1,870,979		$1,860,224
Goldman Sachs & Co.		5.780%		1/12/2023		2/13/2023		2,138,266		2,127,337
Goldman Sachs & Co.		6.280%		1/12/2023		2/13/2023		1,299,140		1,291,929
Goldman Sachs & Co.		6.580%		1/12/2023		2/13/2023		1,525,550		1,516,680
Total										$6,796,170

A reverse repurchase agreement, although structured as a sale and repurchase obligation, acts as a financing transaction under which the Fund will effectively pledge certain assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount less than the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, the Fund will be required to repay the loan and interest and correspondingly receive back its collateral. While used as collateral, the pledged assets continue to pay principal and interest which are for the benefit of the Fund.

See accompanying notes which are an integral part of these financial statements.

16

Angel Oak Strategic Credit Fund

Notes to the Financial Statements

January 31, 2023

NOTE 1. ORGANIZATION

Angel Oak Strategic Credit Fund (the “Trust” or the “Fund”), a Delaware statutory trust organized on August 18, 2017, is a continuously offered, diversified, closed-end management investment company as defined in the Investment Company Act of 1940 as amended (the “1940 Act”). The Trust’s sole series is the Fund. The Trust’s Agreement and Declaration of Trust authorizes the issuance of an unlimited number of shares. Please see the table below for a summary of class specific information:

Ticker

Investment Strategy

Commencement of Operations

Front-End Sales  Charge

Back-End Sales  Charge

12b-1 Fees

Strategic Credit Fund

Class A

ASCAX

Total Return

N/A

2.25

%

N/A

0.25

%

Class U

ASCUX

N/A

N/A

1.50

%

N/A

Class FI

ASCNX

07/12/2022

N/A

3.00

%

N/A

Institutional Class

ASCIX

12/26/2017

N/A

N/A

N/A

The Fund operates as an “interval fund” pursuant to Rule 23c-3 under the 1940 Act. The Board of Trustees (“Board”) of the Fund has adopted a fundamental policy that the Fund will make quarterly repurchase offers pursuant to Rule 23c-3 under the 1940 Act, as such rule may be amended from time to time, for between 5% and 25% of the shares of beneficial interest (“Shares”) outstanding at net asset value (“NAV”), unless suspended or postponed in accordance with regulatory requirements. Each repurchase pricing shall occur no later than the 14^th day after the Repurchase Request Deadline (as defined in the Fund’s Prospectus), or the next business day if the 14^th day is not a business day. The Fund will not be required to repurchase Shares at a shareholder’s option nor will Shares be exchangeable for units, interests or shares of any investment of the Fund. In connection with each repurchase offer, it is possible that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding Shares. It is also possible that a repurchase offer may be oversubscribed, with the result that shareholders may only be able to have a portion of their Shares repurchased. The Fund does not intend to list its Shares for trading on any national securities exchange. The Fund does not expect any secondary market to develop for the Shares in the foreseeable future. The Shares are, therefore, not readily marketable. Even though the Fund will make quarterly repurchase offers to repurchase a portion of the Shares to provide liquidity to shareholders, investors should consider the Shares to be illiquid. The Fund’s fundamental policy requires the Fund to make repurchase offers every three months. Quarterly repurchases occur in the months of March, June, September, and December.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Codification Topic 946 “Financial Services-Investment Companies.”

Securities Valuation and Fair Value Measurements: The Fund records its investments at fair value in accordance with fair valuation accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. In addition, these standards require expanded disclosure for each major category of assets. These inputs are summarized in the three broad levels listed below:

• Level 1: quoted prices in active markets for identical securities

• Level 2: other significant observable inputs (including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3: significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments based on the best information available)

The inputs or methodology used for valuing securities are not an indication of the risks associated with investing in those securities.

17

Angel Oak Strategic Credit Fund

Notes to the Financial Statements - (continued)

January 31, 2023

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – (continued)

Investments in registered open-end management investment companies, including money market funds, will be valued based upon the NAV of such investments and are categorized as Level 1 of the fair value hierarchy.

Fair values for long-term debt securities, including asset-backed securities (“ABS”), collateralized loan obligations (“CLOs”), collateralized mortgage obligations (“CMOs”), corporate obligations and mortgage-backed securities (“MBS”), are normally determined on the basis of valuations provided by independent pricing services. Vendors typically value such securities based on one or more inputs, including but not limited to, benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, spreads and other relationships observed in the markets among comparable securities; and pricing models such as yield measurers calculated using factors such as cash flows, financial or collateral performance and other reference data. In addition to these inputs, MBS and ABS may utilize cash flows, prepayment information, default rates, delinquency and loss assumptions, collateral characteristics, credit enhancements and specific deal information. Securities that use similar valuation techniques and inputs are categorized as Level 2 of the fair value hierarchy. To the extent the significant inputs are unobservable; the values generally would be categorized as Level 3.

Short term debt securities having a maturity of 60 days or less are generally valued at amortized cost, which approximates fair market value. These investments are categorized as Level 2 of the fair value hierarchy. Reverse repurchase agreements and repurchase agreements are priced at their acquisition cost, and assessed for credit adjustments which represents fair value. These securities will generally be categorized as Level 2 securities.

Financial derivative instruments, such as futures contracts, that are traded on a national securities or commodities exchange are typically valued at the settlement price determined by the relevant exchange. Swaps, such as credit default swaps, interest-rate swaps and currency swaps, are valued by a pricing service. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Over-the-counter financial derivative instruments, such as certain futures contracts or swap agreements, derive their values from underlying asset prices, indices, reference rates, other inputs or a combination of these factors. These instruments are normally valued on the basis of evaluations provided by independent pricing services or broker dealer quotations. Derivatives that use similar valuation techniques as described above are typically categorized as Level 2 of the fair value hierarchy.

Securities may be fair valued in accordance with the fair valuation procedures approved by the Board. The Valuation and Risk Management Oversight Committee is generally responsible for overseeing the Fund’s valuation processes and reports quarterly to the Board. The Board has selected Angel Oak Capital Advisors, LLC (the “Adviser”) as the Valuation Designee. As such, the Valuation Committee of the Adviser has been delegated the day-to-day responsibilities for making all necessary determinations of the fair value of portfolio securities and other assets for which market quotations are not readily available or if the prices obtained from independent pricing services are deemed to be unreliable indicators of market or fair value. Representatives of the Valuation Designee’s Valuation Committee report quarterly to the Valuation and Risk Management Oversight Committee.

The following is a summary of the investments by their inputs used to value the Fund’s net assets as of January 31, 2023:

	Level 1	Level 2	Level 3	Total
Assets
Asset-Backed Securities	$–	$15,192,230	$–	$15,192,230
Collateralized Loan Obligations	–	4,325,937	–	4,325,937
Commercial Mortgage-Backed Securities	–	1,698,288	–	1,698,288
Commercial Mortgage-Backed Securities – U.S. Government Agency	–	119,429	–	119,429
Common Stocks	309,882	–	–	309,882
Corporate Obligations	–	3,552,509	–	3,552,509
Residential Mortgage-Backed Securities	–	55,222,058	–	55,222,058
Residential Mortgage-Backed Securities – U.S. Government Agency Credit Risk Transfer	–	5,466,641	–	5,466,641
Short-Term Investments	1,612,855	–	–	1,612,855
Total	$1,922,737	$85,577,092	$–	$87,499,829
Other Financial Instruments
Liabilities
Futures Contracts*	$520	$–	$–	$520
Reverse Repurchase Agreements	–	6,796,170	–	6,796,170
Total	$520	$6,796,170	$–	$6,796,690

18

Angel Oak Strategic Credit Fund

Notes to the Financial Statements - (continued)

January 31, 2023

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – (continued)

* Futures are reflected at the unrealized appreciation (depreciation) on the instrument as presented in the Schedule of Investments.

See the Schedule of Investments for further disaggregation of investment categories. During the year ended January 31, 2023, the Fund recognized $155,274 of transfers from Level 3 to Level 2 due to an increase in relevant market activity.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Balance as of 01/31/22	Amortization/ Accretion/ Paydowns	Net Realized Gain (Loss)	Change in  Net Unrealized Appreciation/ Depreciation	Purchases	Sales	Transfers Into Level 3	Transfers Out of Level 3	Balance as  of 01/31/23
Residential Mortgage- Backed Securities	$214,560	$28,848	$–	($88,134)	$–	$–	$–	($155,274)	$–

Federal Income Taxes: The Fund intends to elect and continue to qualify to be taxed as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Fund generally will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to shareholders. The Fund generally intends to operate in a manner such that it will not be liable for federal income or excise taxes.

The Fund has adopted financial reporting rules regarding recognition and measurement of tax positions taken or expected to be taken on a tax return. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the year ended January 31, 2023, the Fund did not incur any interest or penalties. The Fund has reviewed all open tax years and major jurisdictions and concluded that no provision for income tax would be required in the Fund’s financial statements. The Fund’s Federal and state income and Federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Security Transactions and Income Recognition: Investment security transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Interest income and expense is recorded on an accrual basis. Discounts and premiums on securities purchased are accreted or amortized using the effective yield method, based on each security’s estimated life and recoverable principal and recorded in interest income on the Statement of Operations. Dividend income and corporate actions, if any, are recorded on the ex-date. Paydown gains and losses on mortgage-related and other ABS are recorded as components of interest income on the Statement of Operations. Payments received from certain investments held by the Fund may be comprised of dividends, capital gains and return of capital. The Fund originally estimates the expected classification of such payments. The amounts may subsequently be reclassified upon receipt of the information from the issuer. The actual character of distributions to the Fund’s shareholders will be reflected in the Form 1099 received by shareholders after the end of the calendar year.

Distributions to Shareholders: Distributions from the Fund’s net investment income are accrued daily and typically paid monthly. The Fund intends to distribute its net realized long term capital gains and net realized short term capital gains, if any, at least annually. Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund. For the year

19

Angel Oak Strategic Credit Fund

Notes to the Financial Statements - (continued)

January 31, 2023

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES – (continued)

ended January 31, 2023, certain differences were reclassified. These differences were primarily related to distribution reclassifications; the amounts did not affect net assets. The reclassifications were as follows:

Paid-in capital	Distributable earnings (accumulated deficit)
$1	($1)

Share Valuation: The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding, rounded to the nearest cent. The Fund’s NAV will not be calculated on the days on which the New York Stock Exchange is closed for trading.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the period. Actual results could differ from those estimates.

Indemnifications: Under the Trust’s organizational documents, the Trust will indemnify its officers and trustees for certain liabilities that may arise from performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.

Cash and Cash Equivalents: Cash and cash equivalents are highly liquid assets including coin, currency and short-term investments that typically mature in 30-90 days. Short-term investments can include U.S. Government securities and government agency securities, investment grade money market instruments, investment grade fixed-income securities, repurchase agreements, commercial paper and cash equivalents. Cash equivalents are extremely low risk assets that are liquid and easily converted into cash. These investments are only considered equivalents if they are readily available and are not restricted by some agreement. When the Adviser believes market, economic or political conditions are unfavorable for investors, the Adviser may invest up to 100% of a Fund’s net assets in cash, cash equivalents or other short-term investments. Unfavorable market or economic conditions may include excessive volatility or a prolonged general decline in the securities markets, or the U.S. economy. The Adviser also may invest in these types of securities or hold cash while looking for suitable investment opportunities or to maintain liquidity. Included in Investments in securities at fair value on the Statement of Assets and Liabilities are investments in First American money market funds held at major financial institutions totaling $1,612,855.

Reverse Repurchase Agreements: A reverse repurchase agreement is the sale by the Fund of a security to a party for a specified price, with the simultaneous agreement by the Fund to repurchase that security from that party on a future date at a higher price. Proceeds from securities sold under reverse repurchase agreements are reflected as a liability on the Statement of Assets and Liabilities. Interest payments made are recorded as a component of interest expense on the Statement of Operations. Reverse repurchase agreements involve the risk that the counterparty will become subject to bankruptcy or other insolvency proceedings or fail to return a security to the Fund. In such situations, the Fund may incur losses as a result of a possible decline in the value of the underlying security during the period while the Fund seeks to enforce their rights, a possible lack of access to income on the underlying security during this period, or expenses of enforcing its rights.

The gross obligations for secured borrowing by the type of collateral pledged and remaining time to maturity on reverse repurchase contracts is as follows:

Reverse Repurchase Agreements	Overnight and Continuous	Up to 30 Days	30-90 Days		Greater than 90 Days	Total
Residential Mortgage-Backed Securities	$–	$6,796,170	$–		$–	$6,796,170
Total	$–	$6,796,170	$–		$–	$6,796,170
Gross amount of reverse repurchase agreements in Balance Sheet Offsetting Information Table				$6,796,170
Amounts related to agreements not included in offsetting disclosure in Balance Sheet Offsetting Information Table				$–

20

Angel Oak Strategic Credit Fund

Notes to the Financial Statements - (continued)

January 31, 2023

NOTE 3. RISKS ASSOCIATED WITH PORTFOLIO ASSETS

Mortgage-Backed and Asset-Backed Securities Risks: Prepayment risk is associated with MBS and ABS, including CLOs. If interest rates fall, the underlying debt may be repaid ahead of schedule, reducing the value of the Fund’s investments. If interest rates rise, there may be fewer prepayments, which would cause the average bond maturity to rise, increasing the potential for the Fund to lose money. The value of these securities may be significantly affected by changes in interest rates, the market’s perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Fund’s Adviser to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile. Certain MBS may be secured by pools of mortgages on single-family, multi-family properties, as well as commercial properties. Similarly, ABS may be secured by pools of loans, such as corporate loans, student loans, automobile loans and credit card receivables. The credit risk on such loans is affected by homeowners or borrowers defaulting on their loans. The values of assets underlying mortgage-backed and ABS, including CLOs, may decline and therefore may not be adequate to cover underlying investors. To the extent the Fund focuses its investments in particular types of MBS or ABS, including CLOs, the Fund may be more susceptible to risk factors affecting such types of investments.

Subordinated Debt of Banks and Diversified Financial Companies: The Fund may invest in subordinated debt securities, sometimes also called “junior debt,” which are debt securities for which the issuer’s obligations to make principal and interest payment are secondary to the issuer’s payment obligations to more senior debt securities. Such investments will consist primarily of debt issued by community banks or savings institutions (or their holding companies), which are subordinated to senior debt issued by the banks and deposits held by the bank, but are senior to trust preferred obligations, preferred stock and common stock issued by the bank.

Futures Contracts: The Fund may enter into futures contracts to hedge various investments for risk management as well as speculative purposes. Initial margin deposits are made upon entering into futures contracts and can be either cash or securities. Secondary margin limits are required to be maintained while futures are held, as defined by each contract.

During the period a futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by “marking-to-market” on a daily basis to reflect the fair value of the contract at the end of each day’s trading. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from the closing transaction and the Fund’s cost of entering into a contract. The use of futures contracts involves the risk of illiquid markets or imperfect correlation between the value of the instruments and the underlying securities, or that the counterparty will fail to perform its obligations.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contract and may realize a loss. See Note 4 for information on futures contract activity during the year ended January 31, 2023.

Common and Preferred Stocks: The Fund may invest in common stock and preferred stock. Common stock represents an equity (ownership) interest in a company and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price. The Fund may also invest in preferred stock. Preferred stock is a class of stock having a preference over common stock as to the payment of dividends and the recovery of investment should a company be liquidated, although preferred stock is usually junior to the debt securities of the issuer. Preferred stock typically does not possess voting rights and its market value may change based on changes in interest rates.

The fundamental risk of investing in stock is the risk that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. Historically, common stocks have provided greater long-term returns and have entailed greater short-term risks than preferred stocks, fixed-income and money market investments. The market values of all securities, including common and preferred stocks, is based upon the market’s perception of value and not necessarily the book value of an issuer or other objective measures of a company’s worth. If you invest in the Fund, you should be willing to accept the risks of the stock market (to the extent that a Fund invests in common stock) and should consider an investment in the Fund only as a part of your overall investment portfolio.

21

Angel Oak Strategic Credit Fund

Notes to the Financial Statements - (continued)

January 31, 2023

NOTE 3. RISKS ASSOCIATED WITH PORTFOLIO ASSETS – (continued)

Macroeconomic Risks: The COVID-19 pandemic, the Russian-Ukrainian war, rising interest rates, heightened inflation, supply chain disruptions, geopolitical risks, and economic sanctions have disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration, spread, and conclusion of these global events, and such uncertainty may in turn impact the value of the Fund’s investments.

NOTE 4. DERIVATIVE TRANSACTIONS

The value and effect of derivative instruments on the Statement of Assets and Liabilities as of January 31, 2023, was as follows:

Derivatives	Type of Derivative Risk	Statement of Assets and Liabilities Location	Fair Value of Deposit at Broker for Futures	Value  of Unrealized Appreciation (Depreciation)*
Futures Contracts	Interest Rate	Deposit at broker for futures	$12,992	($520)

* Represents the value of unrealized appreciation (depreciation) as presented in the Schedule of Open Futures Contracts.

The effect of derivative instruments on the Statement of Operations for the year ended January 31, 2023, was as follows:

Derivatives	Type of Derivative Risk	Location of Gain (Loss) on Derivatives in Income	Realized Gain (Loss) on Derivatives
Futures Contracts	Interest Rate	Net realized gain (loss) on futures contracts	($35,303)

Derivatives	Type of Derivative Risk	Location of Gain (Loss) on Derivatives in Income	Change in Unrealized Appreciation/Depreciation on Derivatives
Futures Contracts	Interest Rate	Net change in unrealized appreciation/depreciation on futures contracts	$40,738

The average monthly notional value of the short futures contracts during the year ended January 31, 2023 was ($200,306).

Balance Sheet Offsetting Information

During the ordinary course of business, the Fund may enter into transactions subject to enforceable netting agreements or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset any exposure to a specific counterparty with any collateral received or delivered to that counterparty based on the terms of the agreement. Generally, the Fund manages its cash collateral and securities collateral on a counterparty basis. As of January 31, 2023, the Fund was not subject to any netting agreements.

The following table provides a summary of offsetting financial liabilities and derivatives and the effect of derivative instruments on the Statement of Assets and Liabilities as of January 31, 2023.

				Gross Amounts Not Offset in Statement of Assets and Liabilities
	Gross Amounts of Recognized Liabilities	Gross Amounts Offset in Statement of Assets and  Liabilities	Net Amounts of Liabilities Presented in Statement of Assets and Liabilities*	Financial Instruments**	Cash Collateral Pledged**	Net Amount
Futures Contracts	$520	$–	$520	$–	$520	$–
Reverse Repurchase Agreements	$6,796,170	$–	$6,796,170	$6,796,170	$–	$–

* Represents the value of unrealized appreciation (depreciation) as presented in the Schedule of Open Futures Contracts, which is included in deposit at broker for futures on the Statements of Assets and Liabilities.

** The amount is limited to the net amounts of financial assets and liabilities and accordingly does not include excess collateral pledged.

22

Angel Oak Strategic Credit Fund

Notes to the Financial Statements - (continued)

January 31, 2023

NOTE 5. FEES AND OTHER RELATED PARTY TRANSACTIONS

Under the terms of the investment advisory agreement, on behalf of the Fund (the “Agreement”), the Adviser manages the Fund’s investments subject to oversight of the Trustees. As compensation for its management services, the Fund is obligated to pay the Adviser a fee computed and accrued daily and paid monthly at an annual rate of 1.25% of the average daily net assets of the Fund.

From April 1, 2020, through December 31, 2022, the Adviser contractually agreed to waive its fees and/or reimburse certain expenses (exclusive of any front-end sales loads, taxes, interest on borrowings, dividends on securities sold short, brokerage commissions, 12b-1 fees, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization and extraordinary expenses) to limit the Total Annual Fund Operating Expenses after fee waiver/expense reimbursement to 0.75% (“Expense Limit”) of the Fund’s average daily net assets. Effective January 1, 2023, the Expense Limit was terminated. Prior to January 1, 2023, the Expense Limit excluded certain expenses and consequently, the total annual fund operating expenses after fee waiver/expense reimbursement may have been higher than the Expense Limit.

The Adviser may recoup from the Fund any waived amount or reimbursed expenses with respect to the Fund pursuant to the prior agreement if such recoupment does not cause the Fund to exceed the Expense Limit in place at the time of the waiver and the recoupment is made within three years after the end of the month in which the Adviser incurred the expenses. During the year ended January 31, 2023, the Adviser contractually waived $605,788 of expenses. The amounts subject to repayment by the Fund, pursuant to the aforementioned conditions at January 31, 2023 are included in the table below.

Total Waived Expenses Recoverable by the Adviser as of 01/31/23	Recoverable Expenses Subject to 36 Month Limit During the Year Ended 01/31/24	Recoverable Expenses Subject to 36 Month Limit During the Year Ended 01/31/25	Recoverable Expenses Subject to 36 Month Limit During the Year Ended 01/31/26
$1,459,662	$487,007	$366,867	$605,788

Quasar Distributors, LLC, a wholly-owned subsidiary of Foreside Financial Group, LLC (doing business as ACA Group) (“the Distributor”), acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), an indirect wholly-owned subsidiary of U.S. Bancorp, serves as the Fund’s Administrator (“Administrator”) and, in that capacity, performs various administrative and accounting services for the Fund. Fund Services also serves as the Fund’s fund accountant and transfer agent. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals. As compensation for its services, the Administrator is entitled to a monthly fee at an annual rate based upon the average daily net assets of the Fund. U.S. Bank, N.A. (the “Custodian”) serves as custodian to the Fund.

Certain officers, Trustees and shareholders of the Fund are also owners or employees of the Adviser and may be compensated by the Fund.

NOTE 6. INVESTMENT TRANSACTIONS

For the year ended January 31, 2023, purchases and sales of investment securities, other than short-term investments and short- term U.S. Government securities, were as follows:

Purchases	Sales
$89,246,205	$15,484,231

For the year ended January 31, 2023, there were $9,760,563 of long-term purchases and $5,700,923 of long-term sales of U.S. Government securities for the Fund. These amounts are included in the aggregate purchases and sales of the investment securities displayed in the table above.

23

Angel Oak Strategic Credit Fund

Notes to the Financial Statements - (continued)

January 31, 2023

NOTE 7. REPURCHASE OFFERS

Shares repurchased during the year ended January 31, 2023 were as follows (See Note 1):

Repurchase  Offer Date	Repurchase  Request Deadline	NAV on  Repurchase  Pricing Date	Percentage of  Outstanding Shares the  Fund Offered  to  Repurchase	Number of  Shares the Fund  Offered to  Repurchase	Percentage of  Shares Repurchased to  Outstanding  Shares	Number of  Shares  Repurchased
February 25, 2022	March 18, 2022	$22.04	5.0%	33,075	7.0%*	46,023
May 27, 2022	June 17, 2022	$21.25	5.0%	189,875	5.8%*	220,026
August 26, 2022	September 16, 2022	$20.89	5.0%	199,799	2.6%	103,783
November 25, 2022	December 16, 2022	$20.34	5.0%	195,281	1.6%	62,221

* The Fund offered to repurchase 5.0% of its outstanding shares. Total repurchase requests exceeded the Fund’s 5.0% repurchase offer and the Fund repurchased an additional amount of shares pursuant to the terms of the offer.

NOTE 8. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of 25% or more of the voting securities of a fund creates a presumption of control of a fund, under Section 2(a)(9) of the 1940 Act. At January 31, 2023, Charles Schwab & Co., Inc. owned, as record shareholder, 81.74% of the outstanding shares of the Fund.

NOTE 9. FEDERAL TAX INFORMATION

The tax characterization of distributions paid for the year ended January 31, 2023, and January 31, 2022, were as follows:

	2023		2022
Distributions paid from:
Ordinary Income	$	5,189,444	$	1,933,676
Net Long-Term Capital Gain		–		–

At January 31, 2023, the components of distributable earnings (accumulated deficit) on a tax basis were as follows:

Tax Cost of Investments	$90,908,063
Unrealized Appreciation*	1,062,198
Unrealized Depreciation*	(4,470,952)
Net Unrealized Appreciation (Depreciation)*	($3,408,754)
Undistributed Ordinary Income	468,769
Undistributed Long-Term Gain (Loss)	–
Accumulated Gain (Loss)	$468,769
Other Accumulated Gain (Loss)	(1,919,693)
Distributable Earnings (Accumulated Deficit)	($4,859,678)

* Represents aggregated amounts of Fund’s investments, reverse repurchase agreements, and futures.

The temporary differences between book basis and tax basis in the Fund are primarily attributable to distributions payable and mark to market on futures contracts.

As of January 31, 2023, the Fund had available for federal tax purposes an unused capital loss carryforward of $1,468,328.

24

Angel Oak Strategic Credit Fund

Notes to the Financial Statements - (continued)

January 31, 2023

NOTE 9. FEDERAL TAX INFORMATION – (continued)

To the extent these carryforwards are used to offset futures gains, it is probable that the amount offset will not be distributed to shareholders. The carryforward expires as follows:

No expiration short-term	$289,765
No expiration long-term	$1,178,563
Total	$1,468,328

Certain capital losses incurred after October 31 and within the current taxable year, are deemed to arise on the first business day of the Fund’s following taxable year. For the tax year ended January 31, 2023, the Fund did not defer any post-October losses.

NOTE 10. ACCOUNTING PRONOUNCEMENTS

In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the financial statements.

NOTE 11. SUBSEQUENT EVENTS

Management of the Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date these financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments other than the following:

Shares repurchased subsequent to January 31, 2023 were as follows (see Note 1):

Repurchase Offer Date	Repurchase Request Deadline	NAV on Repurchase Pricing Date	Percentage of Outstanding Shares the Fund Offered to Repurchase	Number of Shares the Fund Offered to Repurchase	Percentage of Shares Repurchased to Outstanding Shares	Number of Shares Repurchased
February 24, 2023	March 17, 2023	$20.59	5.0%	200,293	0.4%	17,720

25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of

Angel Oak Strategic Credit Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedules of investments, open futures contracts, and open reverse repurchase agreements, of Angel Oak Strategic Credit Fund (the “Fund”) as of January 31, 2023, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five years in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of January 31, 2023, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of January 31, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more funds advised by Angel Oak Capital Advisors, LLC since 2011.

COHEN & COMPANY, LTD.

Cleveland, Ohio

March 31, 2023

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Additional Information (Unaudited)

1. Shareholder Notification of Federal Tax Status

For the taxable year ended January 31, 2023, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.80% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund intends to designate the maximum amount allowable as taxed at a maximum rate of 23.80%.

For the taxable year ended January 31, 2023, the Fund paid qualified dividend income of 0.00%.

For the taxable year ended January 31, 2023, the percentage of ordinary income dividends paid by the Fund that qualifies for the dividends received deduction available to corporations was 0.00%.

For the taxable year ended January 31, 2023, the Fund did not pay any ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)2(c).

For the taxable year ended January 31, 2023, the percentage of taxable ordinary income distributions that are designated as interest related dividends under Internal Revenue 871(k)1(c) was 72.05%.

2. Disclosure of Portfolio Holdings

The Fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Fund’s Part F of Form N-PORT is 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 Public Reference Room may be obtained by calling (800) SEC-0230.

3. Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio securities and information regarding how the Fund voted those proxies during the most recent twelve month period ended June 30, is available without charge upon request by (1) calling the Fund at (855) 751-4324 and (2) from Trust documents filed with the SEC on the SEC’s website at www.sec.gov.

4. Statement Regarding the Basis for the Approval of the Continuance of Investment Advisory Agreement

Pursuant to Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), at a telephonic meeting held on August 18, 2022, and an in-person meeting held on September 28-29, 2022 (the “Meetings”), the Board of Trustees (the “Board”) of Angel Oak Strategic Credit Fund (the “Fund”) considered the renewal of the Investment Advisory Agreement (the “Investment Advisory Agreement” or the “Agreement”) between the Fund and Angel Oak Capital Advisors, LLC (the “Adviser” or “Angel Oak”) for a one-year period.

The relevant provisions of the 1940 Act specifically provide that it is the duty of the Board to request and evaluate such information as the Board determines is necessary to allow it to properly consider the renewal of the Agreement, and it is the duty of the Adviser to furnish the Trustees with information that is responsive to their request. Accordingly, in determining whether to renew the Investment Advisory Agreement between the Adviser and the Fund, the Board requested, and the Adviser provided, information and data relevant to the Board’s consideration. This included materials prepared by the Adviser, the Fund’s administrator and an independent third-party data provider (the “Outside Data Provider”) that provided the Board with information regarding the fees and expenses of the Fund, as compared to other similar closed-end funds.

Following their review and consideration, the Trustees determined that the Investment Advisory Agreement with respect to the Fund would enable shareholders of the Fund to obtain high quality services at a cost that is appropriate, reasonable, and in the best interests of the Fund and its shareholders. Accordingly, the Board, including those Trustees who are not considered to be “interested persons” of the Fund, as that term is defined in the 1940 Act (the “Independent Trustees”), unanimously approved the continuance of the Investment Advisory Agreement. In reaching their decision, the Trustees requested and obtained from the Adviser such information as they deemed reasonably necessary to evaluate the Investment Advisory Agreement. The Trustees also carefully considered the profitability data and comparative fee and expense information prepared by the Adviser. In considering the Investment Advisory Agreement with respect to the Fund, the Trustees evaluated a number of factors that they believed, in light of their reasonable business judgment, to be relevant. They based their decision on the following considerations, among others, although they did not identify any one specific consideration or any particular information that was controlling of their decision:

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The nature, extent and quality of the advisory services to be provided. The Trustees concluded that Angel Oak is capable of providing high quality services to the Fund, as indicated by the nature and quality of services provided in the past to the Fund and other registered investment companies advised by Angel Oak (the “Angel Oak Funds”), Angel Oak’s management capabilities demonstrated with respect to the Fund, the professional qualifications and experience of each of the portfolio managers of the Fund, Angel Oak’s investment and management oversight processes, and the competitive investment performance of the Fund. The Trustees also determined that Angel Oak proposed to provide investment advisory services that were of the same quality as services it provided to the Fund in the past, and that these services are appropriate in scope and extent in light of the Fund’s operations, the competitive landscape of the investment company business and investor needs. On the basis of the Trustees’ assessment of the nature, extent and quality of the advisory services provided by Angel Oak, the Trustees concluded that Angel Oak is capable of continuing to generate a level of long-term investment performance that is appropriate in light of the Fund’s investment objective, policies and strategies and competitive with many other comparable investment companies.

The investment performance of the Fund. The Trustees concluded on the basis of information derived from independent third-party data that Angel Oak had achieved investment performance that was competitive relative to the Fund’s category, as established by the Outside Data Provider (the “Category”), and a smaller peer group of comparable funds (the “Peer Group”) over longer-term trailing periods, and the Trustees took into consideration the fact that Angel Oak focuses on long-term performance results with respect to its management of the Fund and that the Fund may have periods of underperformance when measured on a more short-term basis. In considering the performance of the Fund, the Trustees reviewed reports comparing the Fund’s performance to: (i) the Peer Group of comparable funds; (ii) the Fund’s Category; and (iii) the Fund’s benchmark index.

The Trustees observed that the Fund’s Institutional Class shares (which commenced operations in December 2017) had ranked in the second quartile of the Fund’s Peer Group over the three-year period ended June 30, 2022, and in the first quartile over the one-year period and the period since the Fund’s inception. They noted that the Fund’s Institutional Class shares had ranked in the first quartile of the Fund’s Category over the one-year period ended June 30, 2022, and the period since the Fund’s inception, and in the second quartile over the three-year period ended June 30, 2022. The Trustees further noted that the Fund’s Institutional Class shares had outperformed the Fund’s benchmark index, the Bloomberg U.S. Aggregate Bond Index, over the one- and three-year periods ended June 30, 2022, and for the period since the Fund’s inception.

On the basis of the Trustees’ assessment of the nature, extent and quality of advisory services provided by Angel Oak, the Trustees concluded that Angel Oak is capable of generating a level of long-term investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with many other investment companies.

The cost of advisory services provided and the level of profitability. On the basis of comparative information derived from the expense data provided to the Board, the Trustees determined that the Fund’s management fee was lower than the median management fees of its peer interval funds and that its net expense ratio was lower than the median net expense ratio of its peer interval funds. The Board noted that the quality of services provided by Angel Oak and the past long-term performance of the Angel Oak Funds demonstrated that the advisory fee still offered an appropriate value for the Fund and its shareholders. In addition, the Trustees noted that Angel Oak had renewed its contractual commitment for the benefit of Fund shareholders to limit the operating expenses of each of the classes of shares of the Fund through December 31, 2022, at which time the expense limitation arrangement would expire.

The Board also reviewed the fees that Angel Oak charges its other clients for discretionary portfolio management services, noting that the firm has a variety of account types with different fee arrangements, including non-U.S. registered funds (UCITS funds) and sub-advised funds that have investment strategies similar to certain of the Angel Oak Funds. The Board considered the fee rates charged by Angel Oak to manage such funds and accounts. The Board took into account the unique management requirements involved in managing a registered investment company as opposed to other types of funds and accounts.

The Board also reviewed detailed profitability information and considered Angel Oak’s current level of profitability with respect to the Fund, and noted that Angel Oak’s profitability was acceptable and not excessive and consistent with applicable industry averages and that Angel Oak is committed to using its own resources to help improve the services it provides for the benefit of the Fund. The Trustees also noted that Angel Oak has provided information regarding its methodology for attributing profitability to the Fund, as opposed to its other lines of business. The Trustees also took into consideration the nature and extent of expenses that are borne directly by Angel Oak from its own financial resources to help to market and promote the Fund. Accordingly, on the basis of the Board’s review of the fees to be charged by Angel Oak for investment advisory services, the investment advisory and other services provided to the Fund by Angel Oak, and the estimated profitability of Angel Oak’s relationship with the Fund, the Board concluded that the level of investment advisory fees and Angel Oak’s profitability are appropriate in light of the investment advisory fees, overall expense ratios and investment performance of comparable

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investment companies and the historical profitability of the relationship between the Fund and Angel Oak. The Trustees considered the profitability of Angel Oak both before and after the impact of the marketing-related expenses that Angel Oak incurs out of its own resources in connection with its management of the Fund.

The extent to which economies of scale may be realized as the Fund grows and whether the advisory fee reflects possible economies of scale. While it was noted that the Fund’s investment advisory fee will not decrease as the Fund’s assets grow because the Fund is not subject to investment advisory fee breakpoints, the Trustees concluded that the Fund’s investment advisory fee was appropriate in light of the projected size of the Fund and appropriately reflects the current economic environment for Angel Oak and the competitive nature of the closed-end interval fund market. The Trustees then noted that they would have the opportunity to periodically re-examine whether the Fund had achieved economies of scale and the appropriateness of the investment advisory fee payable to Angel Oak with respect to the Fund, in the future, at which time the implementation of fee breakpoints on the Fund could be considered. Finally, the Trustees noted the continued improvements made to the Adviser’s infrastructure and services provided to the Fund, which had been funded by the advisory fees received by the Adviser.

Benefits to Angel Oak from its relationship with the Fund (and any corresponding benefits to the Fund). The Trustees concluded that other benefits derived by Angel Oak from its relationship with the Fund are reasonable and fair and consistent with industry practice and the best interests of the Fund and its shareholders.

Other Considerations. In approving the Investment Advisory Agreement, the Trustees determined that Angel Oak has made a substantial commitment to the recruitment and retention of high-quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. The Trustees also concluded that Angel Oak has made a significant entrepreneurial commitment to the management and success of the Fund, which entails a substantial financial and professional commitment, including the Operating Expense Limitation Agreement under which Angel Oak has undertaken to waive a portion of its fees to the benefit of Fund shareholders to the extent necessary in accordance with the terms of the Operating Expense Limitation Agreement through December 31, 2022. The Trustees observed that those waivers were subject to recoupment under the terms of the Operating Expense Limitation Agreement. The Board also considered matters with respect to the brokerage practices of Angel Oak, including its best-execution procedures, and noted that these were reasonable and consistent with standard industry practice.

Following further discussion and the consideration of questions raised by the Independent Trustees, the Trustees determined that they had received sufficient information relating to the Fund in order to consider the approval of the Investment Advisory Agreement. It was noted that, in making their determinations, the Trustees had considered and relied upon not only the materials provided to them for use at the Meetings with respect to the proposed contract renewal, but also the information about the Fund and Angel Oak that had been provided to them at the Meetings and throughout the past year in connection with their regular Board meetings. In reaching their conclusion with respect to the continuation of the Investment Advisory Agreement and the level of fees paid under the Investment Advisory Agreement, the Trustees did not identify any one single factor as being controlling, but, rather, the Board took note of a combination of factors that had influenced their decision-making process. They noted the level and quality of investment advisory services provided by the Adviser to the Fund, and they found that these services continued to benefit the Fund and its shareholders and also reflected management’s overall commitment to the continued growth and development of the Fund.

5. Compensation of Trustees

Each Trustee who is not an “interested person” (i.e., an “Independent Trustee”) of the Fund Complex (which includes affiliated registrants not discussed in this report) receives an annual retainer of $65,000, (pro-rated for any periods less than one year), paid quarterly as well as $12,000 for attending each regularly scheduled meeting in connection with his or her service on the Board. In addition, each Committee Chair as well as the Chair of the Board receives additional annual compensation of $12,000 (pro-rated for any periods less than one year). Independent Trustees are permitted for reimbursement of out-of-pocket expenses incurred in connection with attendance at meetings. The Fund’s Statement of Additional Information includes additional information about the Trustees and is available upon request by calling toll free (855) 751-4324.

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6. Trustees and Officers

The business of the Fund is managed under the oversight of the Board. The Board meets periodically to review the Fund’s performance, monitor investment activities and practices, and discuss other matters affecting the Fund. The Trustees are fiduciaries for the Fund’s shareholders and are governed by the laws of the State of Delaware in this regard. The names and addresses of the Trustees and officers of the Trust are listed below along with a description of their principal occupations over at least the last five years. The address of each Trustee and Officer of the Trust is c/o Angel Oak Capital Advisors, LLC, 3344 Peachtree Road NE, Suite 1725, Atlanta, GA 30326. The Fund’s Statement of Additional Information includes additional information about the Trustees and is available upon request by calling toll free (855) 751-4324.

Name and Year of Birth	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex(1) Overseen by Trustee	Other Directorships Held During the Past 5 Years
Independent Trustees(2)
Ira P. Cohen 1959	Independent Trustee, Chair	Trustee since 2017, Chair since 2017; indefinite term	Executive Vice President, Recognos Financial (investment industry data analysis provider) (2015-2021); Independent financial services consultant (since 2005).	10	Trustee, Valued Advisers Trust (since 2010); Apollo Diversified Real Estate Fund (formerly, Griffin Institutional Access Real Estate Fund) (since 2014); Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Financial Strategies Income Term Trust (since 2018); Trustee, U.S. Fixed Income Trust (since 2019); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022); Trustee, Apollo Credit Fund (formerly, Griffin Institutional Access Credit Fund) (2017-2022).
Alvin R. Albe, Jr. 1953	Independent Trustee	Since 2017; indefinite term	Retired.	10	Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Financial Strategies Income Term Trust (since 2018); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022).

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Name and Year of Birth	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex(1) Overseen by Trustee	Other Directorships Held During the Past 5 Years
Keith M. Schappert 1951	Independent Trustee	Since 2017; indefinite term	President, Schappert Consulting LLC (investment industry consulting) (since 2008); Retired, President and CEO of JP Morgan Investment Management.	10	Trustee, Mirae Asset Discovery Funds (since 2010); Director, Commonfund Capital, Inc. (2015-2022); Director, The Commonfund (2012-2022); Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Financial Strategies Income Term Trust (since 2018); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022).
Andrea N. Mullins 1967	Independent Trustee	Since 2019; indefinite term	Private Investor; Independent Contractor, SWM Advisors (since 2014).	10	Trustee, Valued Advisors Trust (since 2013, Chairperson since 2017); Trustee, Angel Oak Funds Trust (since 2019); Trustee, Angel Oak Financial Strategies Income Term Trust (since 2019); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee and Audit Committee Chair, Cushing Mutual Funds Trust (since 2021); Trustee and Audit Committee Chair, Cushing MLP & Infrastructure Fund (since 2021); Trustee and Audit Committee Chair, NXG NextGen Infrastructure Income Fund (formerly, Cushing NextGen Infrastructure Income Fund) (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022).

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Name and Year of Birth	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex(1) Overseen by Trustee	Other Directorships Held During the Past 5 Years
Interested Trustees
Samuel R. Dunlap, III 1979	Interested Trustee	Since 2019; indefinite term	Chief Investment Officer-Public Strategies, Angel Oak Capital Advisors, LLC (investment management) (since 2009).	10	Trustee, Angel Oak Funds Trust (since 2019); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021): Trustee, Angel Oak Financial Strategies Income Term Trust (since 2022); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022).
Cheryl M. Pate(3) 1976	Interested Trustee	Since 2022; indefinite term	Senior Portfolio Manager, Angel Oak Capital Advisors, LLC (investment management) (since 2017).	9	Trustee, Angel Oak Funds Trust (since 2022); Trustee, Angel Oak Credit Opportunities Term Trust (since 2022); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2022-2022).

(1) The Fund Complex includes the Fund, each series of Angel Oak Funds Trust, Angel Oak Financial Strategies Income Term Trust, and Angel Oak Credit Opportunities Term Trust.

(2) The Trustees of the Trust who are not “interested persons” of the Trust as defined in the 1940 Act (“Independent Trustees”).

(3) Ms. Pate was appointed Interested Trustee on February 4, 2022.

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Name and Year of Birth	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Officers
Adam Langley 1967	President	Since 2022; indefinite term (other offices held 2015-2022)	Chief Operating Officer, Angel Oak Capital Advisors, LLC (since 2021); Chief Compliance Officer, Angel Oak Capital Advisors, LLC (2015-2022); Chief Compliance Officer of Falcons I, LLC (2018-2022); Chief Compliance Officer, Angel Oak Funds Trust (2015-2022); Chief Compliance Officer, Angel Oak Financial Strategies Income Term Trust (2018-2022); Chief Compliance Officer, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022); Chief Compliance Officer, Angel Oak Credit Opportunities Term Trust (2021-2022); Chief Compliance Officer, Angel Oak Commercial Real Estate Solutions (2021-2022); Chief Compliance Officer, Buckhead One Financial Opportunities, LLC (2015-2022); Chief Compliance Officer, Angel Oak Capital Partners II, LLC (2016-2022); Chief Compliance Officer, Hawks I, LLC (2018-2022).
Kevin Sluss 1982	Secretary	Since 2023; indefinite term (other offices held 2022-2023)	Chief Risk Officer, Angel Oak Capital Advisors, LLC (since 2022); Senior Quantitative Analytics & Model Development Manager, PNC Bank (2019-2022); Senior Quantitative Analytics & Model Development Consultant, PNC Bank (2016-2019).
Daniel Fazioli 1981	Treasurer	Since 2015; indefinite term	Chief Accounting Officer, Angel Oak Capital Advisors, LLC (since 2015).
Chase Eldredge 1989	Chief Compliance Officer	Since 2022; indefinite term	Chief Compliance Officer, Angel Oak Capital Advisors, LLC (since 2022); Chief Compliance Officer of Falcons I, LLC (since 2022); Chief Compliance Officer, Angel Oak Funds Trust (since 2022); Chief Compliance Officer, Angel Oak Financial Strategies Income Term Trust (since 2022); Chief Compliance Officer, Angel Oak Credit Opportunities Term Trust (since 2022); Senior Compliance Officer, Angel Oak Capital Advisors, LLC (2020-2022); Compliance Officer, Angel Oak Capital Advisors, LLC (2017-2020).

Each Trustee holds office for an indefinite term and until the earlier of: the Trust’s next meeting of shareholders and the election and qualification of his/her successor; or until the date a trustee dies, resigns or is removed in accordance with the Trust’s Declaration of Trust and By-laws. Each Trustee shall serve during the lifetime of the Trust until he or she: (a) dies; (b) resigns; (c) has reached the mandatory retirement age, if any, as set by the Trustees; (d) is declared incompetent by a court of appropriate jurisdiction; or (e) is removed, or, if sooner, until the next meeting of shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. Each officer holds office at the pleasure of the Board.

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Angel Oak Strategic Credit Fund

Notice of Privacy Policy & Practices

Your privacy is important to us. We are committed to maintaining the confidentiality, integrity and security of your personal information. When you provide personal information, we believe that you should be aware of policies to protect confidentiality of that information.

We collect the following nonpublic personal information about you:

• Information we receive from you on or in applications or other forms, correspondence, or conversations, including, but not limited to, your name, address, phone number, social security number, assets, income and date of birth; and

• Information about your transactions with us, our affiliates, or others, including, but not limited to, your account number and balance, payments history, parties to transactions, cost basis information, and other financial information.

We do not disclose any nonpublic personal information about our current or former shareholders to nonaffiliated third parties, except as permitted by law. For example, we are permitted by law to disclose all of the information we collect, as described above, to our transfer agent to process your transactions. Furthermore, we restrict access to your nonpublic personal information to those persons who require such information to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with nonaffiliated third parties.

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INVESTMENT ADVISER

Angel Oak Capital Advisors, LLC

3344 Peachtree Road NE, Suite 1725

Atlanta, GA 30326

DISTRIBUTOR

Quasar Distributors, LLC

111 East Kilbourn Avenue, Suite 2200

Milwaukee, WI 53202

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

Dechert LLP

1900 K Street NW

Washington, DC 20006

CUSTODIAN

U.S. Bank National Association

1555 North Rivercenter Drive, Suite 302

Milwaukee, WI 53212

ADMINISTRATOR, TRANSFER AGENT, AND FUND ACCOUNTANT

U.S Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fee and expenses. Please read the prospectus carefully before investing.

AR-ASCIX

(b) Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s Principal Executive Officer and Principal Financial Officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. Alvin R. Albe, Jr. is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

	FYE 01/31/2023		FYE 01/31/2022
(a) Audit Fees	$	25,000	$	30,000
(b) Audit-Related Fees	$	0	$	0
(c) Tax Fees	$	4,000	$	4,000
(d) All Other Fees	$	0	$	0

The Audit, Financial and Administrative Oversight Committee has not adopted written pre-approval policies and procedures. Instead, the Committee has the duty and responsibility to pre-approve all auditing services and permissible non-auditing services to be provided to the Fund in accordance with its Charter and the 1940 Act. In addition, the Committee considers matters with respect to the principal accountant’s independence each year. The Committee did not approve any of the audit-related, tax or other non-audit fees described above pursuant to the “de minimis exceptions” set forth in Rule 2-01(c)(7)(i)(C) and Rule 2-01(c)(7)(ii) of Regulation S-X.

The Audit, Financial and Administrative Oversight Committee also has the duty and responsibility to pre-approve those non-audit services provided to the Fund’s investment adviser (and entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund) where the engagement relates directly to the operations or financial reporting of the Fund in accordance with the Charter of the Committee and the 1940 Act. The Committee considered whether the provision of any non-audit services rendered to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Fund that were not pre-approved by the Committee because the engagement did not relate directly to the operations and financial reporting of the Fund is compatible with maintaining the principal accountant’s independence.

The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

	FYE 01/31/2023			FYE 01/31/2022
Audit-Related Fees		0	%		0	%
Tax Fees		0	%		0	%
All Other Fees		0	%		0	%

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than fifty percent.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity) for the last two years. The audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees	FYE 01/31/2023		FYE 01/31/2022
Registrant	$	4,000	$	4,000
Registrant’s Investment Adviser	$	0	$	0

The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.

The registrant is not a foreign issuer.

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Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

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

ANGEL OAK FUNDS TRUST

ANGEL OAK STRATEGIC CREDIT FUND

ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST

PROXY VOTING

The Boards of Trustees (the “Board”) of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund, and Angel Oak Financial Strategies Income Term Trust (each, a “Trust” and together, the “Trusts”) and the Trusts’ respective series, if any, (each, a “Fund” and together with the Trusts, the “Funds”) recognizes that the Board’s right to vote proxies for Trust holdings is an important responsibility and a significant Trust asset. Consistent with its fiduciary duties and duty to report each Funds’ proxy voting record pursuant to Rule 30b1-4 under the Investment Company Act of 1940, the Board has adopted this proxy voting policy on behalf of the Funds to reflect its commitment to ensure that proxies are voted in a manner consistent with the best interests of the Funds’ shareholders.

Delegation

The Board recognizes that the investment adviser of the Funds, Angel Oak Capital Advisors, LLC (the “Adviser”), as the entity that selects the individual securities that comprise each Fund’s portfolio, is the most knowledgeable and best suited to monitor corporate actions, analyze proxy proposals, make voting decisions, and ensure that proxies are submitted in a timely fashion. The Board therefore delegates the authority to vote proxies to the Adviser, subject to the supervision of the Board.

The Board must approve the Adviser’s proxy voting policies and procedures. The Board will monitor the implementation of these policies to ensure that the Adviser’s voting decisions:

• are consistent with the Adviser’s fiduciary duty to the Funds and their shareholders;

• seek to maximize shareholder return and the value of Fund investments;

• promote sound corporate governance; and

• are consistent with each Fund’s investment objective and policies.

Consistent with its duties under this Policy, the Adviser shall monitor and review corporate actions of companies in which a Fund has invested, obtain all information sufficient to allow an informed vote on all proxy solicitations, ensure that all proxy votes are cast in a timely fashion, and maintain all records required to be maintained by the Fund under Rule 30b1-4 and other provisions of the 1940 Act. The Adviser will perform these duties in accordance with the Adviser’s proxy voting policy, a copy of which has been presented to the Board for its review. The Adviser will promptly provide to the Board any updates to its proxy voting policy where such updates are both material and are not solely operational in nature.

Conflicts of Interest

In the event of a conflict between the interests of the Adviser and the Trusts, the Adviser’s policies provide that the conflict may be disclosed to the Board or its delegate, who shall provide direction to vote the proxies. The Board has delegated this authority to the disinterested directors, and the proxy voting direction in such a case shall be determined by a majority of the disinterested directors.

Proxy Voting Policies and Procedures Page 1

Fund of Funds Arrangements

When voting proxies related to Acquired Funds, as defined in the Trusts’ Fund of Funds Investments Policy, ensure any voting remains compliant with the proxy voting requirements within the Fund of Funds Investments Policy.

Shareholder Reporting

Each Trust will disclose in its annual and semi-annual reports to shareholders that a description (or copy) of the Trust’s proxy voting policies and procedures is available without charge, upon request, by calling toll-free (855) 751-4324 or by accessing the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. The Trust’s transfer agent will notify the Advisor of any such request of proxy voting procedures. The Adviser will send a description or copy of its proxy voting policies and procedures within three business days of receipt of a request.

Each Trust will file its complete proxy voting record with the SEC on Form N-PX on an annual basis, for the prior 12 months ended June 30, by no later than August 31 of each year. Each Trust also will disclose in its SAI and annual and semi-annual reports to shareholders that its proxy voting record is available without charge, upon request, by calling toll-free (855) 751-4324 or by accessing the SEC’s website. The Trust’s transfer agent will notify the Advisor of any such request of proxy voting records. The Adviser must send the information disclosed in the Trust’s most recently filed Form N-PX within three business days of receipt of a request.

Proxy Voting Policies and Procedures Page 2

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

(a)(1) The following provides biographical information about the individuals who are primarily responsible for the day-to-day management of the registrant’s portfolio (“Portfolio Managers”) as of the date of this filing:

Sreeniwas (Sreeni) V. Prabhu is Managing Partner, Co-CEO, and Chief Investment Officer of the Adviser and a Portfolio Manager of the Fund. Prior to co-founding the Adviser in 2009, Mr. Prabhu was the Chief Investment Officer of the $25 billion investment portfolio at Washington Mutual Bank for three years and was also part of the macro asset strategy team at the bank. Prior to joining Washington Mutual Bank, Mr. Prabhu worked for six years at SunTrust Bank in Atlanta, where he was responsible for investment strategies and served as head portfolio manager for the $3 billion commercial mortgage-backed securities portfolio. He began his career at SunTrust in 1998 as a bank analyst focused on asset/liability management and liquidity strategies. Mr. Prabhu holds a B.B.A. in Economics from Georgia College and State University and an M.B.A. in Finance from Georgia State University.

Sam Dunlap is Chief Investment Officer, Public Strategies at the Advisor and a Portfolio Manager of the Fund. Mr. Dunlap is also responsible for managing some of the separately managed accounts for the Advisor’s clients. Mr. Dunlap began his capital markets career in 2002 and has investment experience across multiple sectors of the fixed income market. Prior to joining the Advisor in 2009, Mr. Dunlap spent six years marketing and structuring interest rate derivatives with SunTrust Robinson Humphrey where he focused on both interest rate hedging products and interest rate linked structured notes. Mr. Dunlap’s previous experience included two years at Wachovia in Charlotte, North Carolina supporting the agency mortgage pass-through trading desk. Mr. Dunlap received a B.A. in Economics from the University of Georgia.

Berkin Kologlu is a Senior Portfolio Manager of the Adviser and a Portfolio Manager of the Fund. Mr. Kologlu has over 20 years’ experience in fixed income products and focuses on building and managing strategies within the Collateralized Loan Obligation (CLO) market. He spent the previous six years as an Executive Director at UBS, covering structured products and client solutions. Prior to UBS, Mr. Kologlu worked at Bank of America, where he focused on the structuring and marketing of CLOs and synthetic CDOs backed by corporate credit. Before Bank of America, Mr. Kologlu worked in Turkey as a commercial banker, where he was responsible for lending to large cap corporations. He received his MBA from Duke University’s Fuqua School of Business and his B.S. in Civil Engineering from Bogazici University in Istanbul, Turkey.

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Matthew R. Kennedy, CFA, is a Head of Corporate Credit and Senior Portfolio Manager of the Adviser and a Portfolio Manager of the Fund. Mr. Kennedy has over 20 years of capital markets and asset management experience. Prior to joining the Adviser in 2016, Mr. Kennedy spent seven years as a portfolio manager with Rainier Investment Management, LLC, where he served as Director of Fixed Income Management and was responsible for managing the Predecessor High Yield Fund among other clients. Mr. Kennedy began his investment career in 1995 at GE Financial Assurance, where he served as a Senior Analyst and made investment recommendations for investment grade, high yield, and private placement portfolios. From 1991 through 1994, he was a CPA and Auditor at Deloitte & Touche. Mr. Kennedy is a member of the CFA Institute and the Seattle Society of Financial Analysts. He holds the Chartered Financial Analyst designation. Mr. Kennedy received his Bachelor of Arts degree in Business Administration, with specializations in Finance and Accounting, from Washington State University.

Colin McBurnette is a Senior Portfolio Manager of the Adviser and a Portfolio Manager of the Fund. Mr. McBurnette focuses on security and portfolio analytics. Prior to joining the Adviser in 2012, Mr. McBurnette worked for Prodigus Capital Management, where he served on the investment committee and ran the analytics group. He was responsible for acquisition and management of their distressed debt portfolio, as well as the development of their proprietary financial technology platform. Previously, Mr. McBurnette worked in the Real Estate Capital Markets group for Wachovia Bank and Wells Fargo where he focused on risk management for their commercial real estate REPO lines. Mr. McBurnette holds a B.B.A. in Finance and in Real Estate from the University of Georgia.

Clayton Triick, CFA, is a Senior Portfolio Manager of the Adviser and a Portfolio Manager of the Fund. Mr. Triick is a portfolio manager within the non-agency and agency RMBS markets and focuses on asset allocation and interest rate risk management of the Financials Income Fund, other Angel Oak funds, and the institutional separately managed accounts. Mr. Triick has 8 years of investment experience across multiple sectors of fixed income. Prior to joining Angel Oak in 2011, Mr. Triick worked for YieldQuest Advisors, where he was a member of the investment committee focusing on interest rate risk, currency risk, and commodity of the portfolios alongside directly managing he closed-end fund allocations within YieldQuest portfolios and individual accounts. Mr. Triick holds a B.B.A. in Finance from the Farmer School of Business at Miami University. He also holds the Chartered Financial Analyst (CFA) designation.

(a)(2) The following provides information on other accounts managed on a day-to-day basis by the Portfolio Managers listed above as of January 31, 2023:

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Sreeniwas (Sreeni) V. Prabhu

Number and Assets of Other Accounts						Number and Assets of Accounts for which Advisory Fee is Performance Based
Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts		Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	6		17		0		0		13		0
	$4,122,595,017	$	2,358,338,071	$	0	$	0	$	1,805,023,865	$	0

Sam Dunlap

Number and Assets of Other Accounts						Number and Assets of Accounts for which Advisory Fee is Performance Based
Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts		Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	9		1		16		0		0		0
	$3,083,763,782	$	155,794,270	$	495,577,250	$	0	$	0	$	0

Berkin Kologlu

Number and Assets of Other Accounts						Number and Assets of Accounts for which Advisory Fee is Performance Based
Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts		Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	6		2		4		0		1		0
	$3,042,675,708	$	272,640,294	$	360,714,656	$	0	$	116,846,024	$	0

Matthew R. Kennedy

Number and Assets of Other Accounts						Number and Assets of Accounts for which Advisory Fee is Performance Based
Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts		Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	4		2		0		0		1		0
	$175,468,827	$	272,640,294	$	0	$	0	$	116,846,024	$	0

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Colin McBurnette

Number and Assets of Other Accounts						Number and Assets of Accounts for which Advisory Fee is Performance Based
Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts		Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	10		3		10		0		1		0
	$3,772,781,045	$	286,809,644	$	75,693,040	$	0	$	116,846,024	$	0

Clayton Triick

Number and Assets of Other Accounts						Number and Assets of Accounts for which Advisory Fee is Performance Based
Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts		Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	7		2		4		0		1		0
	$3,733,523,055	$	272,640,294	$	247,241,973	$	0	$	116,846,024	$	0

Potential Conflicts of Interest: Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds and/or other accounts may experience the following potential conflicts: The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Investment decisions for client accounts are also made consistent with a client’s individual investment objective and needs. Accordingly, there may be circumstances when purchases or sales of securities for one or more client accounts will have an adverse effect on other clients. The Adviser may seek to manage such competing interests by: (1) having a portfolio manager focus on a particular investment discipline; (2) utilizing a quantitative model in managing accounts; and/or (3) reviewing performance differences between similarly managed accounts on a periodic basis to ensure that any such differences are attributable by differences in investment guidelines and timing of cash flows. The Adviser also maintains a Code of Ethics to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Fund may abuse their fiduciary duties to the Fund.

If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one client, the Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. There has been significant growth in the number of firms organized to make investments similar to those which the Fund intends to make, which may result in increased competition to the Fund in obtaining suitable investments. Because the Adviser manages other funds and accounts with similar investments strategies as the Fund that seek to invest in these limited investment opportunities, the Adviser may have to allocate available investment opportunities among the Fund and other funds and accounts it manages. To deal with these situations, the Adviser has adopted Trade Aggregation and Allocation Policies and Procedures for allocating portfolio transactions across multiple accounts. In accordance with these procedures, at times, the Fund may receive a smaller portion of an investment opportunity than desired or certain investment opportunities may be allocated to other funds or accounts managed by the Adviser as part of the allocation procedures.

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From time to time, the Fund and other funds or accounts managed by the Adviser may make investments at different levels of an issuer’s capital structure or otherwise in different classes of an issuer’s securities. These investments could inherently give rise to conflicts of interest between or among the Fund and the other holders of various classes of securities. The Adviser and its clients may pursue or enforce rights with respect to an issuer in which the Fund has invested, and those activities may have an adverse effect on the Fund. Prices, availability, liquidity and terms of the Fund’s investments may be negatively impacted by the activities of the Adviser and its clients, and Fund transactions may be impaired or effected at prices or terms that may be less favorable than would otherwise have been the case.

Through the various activities of the Adviser and its affiliates, the Adviser and/or its affiliates may acquire material non-public information or otherwise be restricted from trading in certain potential investments that the Fund otherwise might have purchased or sold. With respect to securities transactions for clients, the Adviser determines which broker to use to execute each order. However, the Adviser may direct securities transactions to a particular broker/dealer for various reasons including receipt of research or participation interests in initial public offerings that may or may not benefit the Fund. To deal with these situations, the Adviser has adopted procedures to help ensure best execution of all client transactions.

Finally, the appearance of a conflict of interest may arise where the Adviser has an incentive, such as a performance-based management fee, which relates to the management of one but not all accounts for which a portfolio manager has day-to-day management responsibilities.

(a)(3) The following describes how the portfolio managers are compensated as of January 31, 2023:

The Portfolio Managers receive an annual base salary from the Adviser. Each of the Portfolio Managers is eligible to receive a discretionary bonus, which is based on: profitability of the Adviser; assets under management; investment performance of managed accounts; compliance with the Adviser’s policies and procedures; contribution to the Adviser’s goals and objectives; anticipated compensation levels of competitor firms; effective research; role and responsibilities; client satisfaction; asset retention; teamwork; leadership; and risk management. Mr. Prabhu has an ownership interest in the Adviser and may receive distributions from the Adviser, which may come from profits generated by the Adviser. Portfolio Managers may have profit sharing interests in the Adviser’s parent company in addition to their salary, bonus, and benefits package.

(a)(4) The following provides information about the dollar range of equity securities in the registrant beneficially owned by the Portfolio Managers as of January 31, 2023:

Portfolio Manager	Dollar Range of Equity Securities in the Fund
Sreeni V. Prabhu	None
Berkin Kologlu	None
Sam Dunlap	None
Matt Kennedy	None
Colin McBurnette	None
Clayton Triick	None

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

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 (02/01/22-02/28/22)		—		—		—		—
Month #2 (03/01/22-03/31/22)(1)		46,023	$	22.04		46,023		—
Month #3 (04/01/22-04/30/22)		—		—		—		—
Month #4 (05/01/22-05/31/22)		—		—		—		—
Month #5 (06/01/22-06/30/22) (2)		220,026	$	21.25		220,026		—
Month #6 (07/01/22-07/31/22)		—		—		—		—
Month #7 (08/01/22-08/31/22)		—		—		—		—
Month #8 (09/01/22-09/30/22) (3)		103,783	$	20.89		103,783		—
Month #9 (10/01/22-10/31/22)		—		—		—		—
Month #10 (11/01/22-11/30/22)		—		—		—		—
Month #11 (12/01/22-12/31/22)(4)		62,221	$	20.34		62,221		—
Month #12 (01/01/23-01/31/23)		—		—		—		—
Total		432,053		—		432,053		—

(1) On February 25, 2022, the Registrant offered to repurchase up to 5.0% of the Registrant’s total outstanding shares as of March 18, 2022 (the “Repurchase Request Deadline”). On the Repurchase Request Deadline, 46,023 shares representing 7.0%* of the Registrant’s total outstanding shares were repurchased.

(2) On May 27, 2022, the Registrant offered to repurchase up to 5.0% of the Registrant’s total outstanding shares as of June 17, 2022. On the Repurchase Request Deadline, 220,026 shares representing 5.8%* of the Registrant’s total outstanding shares were repurchased.

(3) On August 26, 2022, the Registrant offered to repurchase up to 5.0% of the Registrant’s total outstanding shares as of September 16, 2022. On the Repurchase Request Deadline, 103,783 shares representing 2.6% of the Registrant’s total outstanding shares were repurchased.

(4) On November 25, 2022, the Registrant offered to repurchase up to 5.0% of the Registrant’s total outstanding shares as of December 16, 2022. On the Repurchase Request Deadline, 62,221 shares representing 1.6% of the Registrant’s total outstanding shares were repurchased.

* The Fund offered to repurchase 5.0% of its outstanding shares. Total repurchase request exceed the Fund’s 5.0% repurchase offer and the Fund repurchased an additional amount of shares pursuant to the terms of the offer.

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

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

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(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

The registrant did not engage in securities lending activities during the fiscal year reported on this Form N-CSR.

Item 13. Exhibits.

(a) (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

(b) Certifications pursuant to Section  906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Angel Oak Strategic Credit Fund
By (Signature and Title)*	/s/ Adam Langley
	Adam Langley, President (Principal Executive Officer)
Date 04/03/2023

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

By (Signature and Title)*	/s/ Adam Langley
	Adam Langley, President (Principal Executive Officer)
Date 04/03/2023
By (Signature and Title)*	/s/ Daniel Fazioli
	Daniel Fazioli, Treasurer (Principal Financial Officer)
Date 04/03/2023

* Print the name and title of each signing officer under his or her signature.