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 (811-22543)
KKR Income Opportunities Fund
(Exact name of registrant as specified in charter)
555 California Street, 50
th
Floor San Francisco, CA 94104
(Address of principal executive offices) (Zip code)
Lori Hoffman
KKR Credit Advisors (US) LLC
555 California Street, 50
th
Floor San Francisco, CA 94104
(Name and address of agent for service)
(415)
315-3620
Registrant’s telephone number, including area code
Date of fiscal year end: October 31, 2022
Date of reporting period: October 31, 2022
Item 1. Reports to Stockholders.
KKR Income Opportunities Fund
Annual Report
October 31, 2022
 |
Income Opportunities Fund |
October 31, 2022 | ||
Table of
Contents
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| 27 | ||||
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| 29 | ||||
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| 68 |
The KKR Income Opportunities Fund (the “Fund”) files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year. For periods ending on or prior to January 31, 2019, the Fund has filed a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form
N-Q.
For periods ending on or after April 30, 2019, the Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT
within sixty days after the end of the period. The Fund’s Forms N-Q
and Forms N-PORT
are available on the Commission’s website at www.sec.gov or on request by calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how a Fund voted proxies relating to portfolio securities during the most recent year ended June 30 will be available (i) without charge, upon request, by calling and (ii) on the Commission’s website at http://www.sec.gov.
855-862-6092;
INFORMATION ABOUT THE FUND’S TRUSTEES
The proxy statements and annual reports include information about the Fund’s Trustees and are available without charge, upon request, by calling and by visiting the Commission’s website at www.sec.gov or the Fund’s website at www.kkrfunds.com/kio.
855-862-6092
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Management Discussion of Fund Performance
Looking Back on the Markets – October 31, 2022
In times of market volatility, primal instincts like fear can take over. Naturally, investors want to know where to hide during the storm and when it is time to come out and pick the fruits that have fallen to the ground. We took some time this quarter to examine a question frequently posed by our clients: “Where are you seeing the most attractive relative value opportunities?” In a world where investor objectives are becoming increasingly bespoke, there is no “one size fits all” answer. However, KKR Credit is seeing some of the most attractive opportunities of the last 15 years, and we share below a few key observations:
| • | We prefer credit to equities over the medium-term, with yield an increasingly precious commodity at a time of slowing growth and higher inflation. While duration is a shorter-term risk, we believe portfolios will benefit from adding some over the medium-term. |
| • | We view credit as a strategic, long-term allocation in portfolios, and short-term volatility is neither a reason to delay investing in credit nor to seek a quick exit. Volatility is, typically, driven by transient factors and we remind investors that liquidity is thin if not costly when the market bottoms. |
| • | Deciding where to allocate within credit depends on investor-specific requirements for volatility, duration risk, liquidity, return levels and the trade-off between return and seniority in the capital structure. |
| • | In terms of fundamental risks to corporate credits, we note that revenue and EBITDA levels are robust, albeit slowing. While rising interest rates are unlikely to cause repayment or refinancing issues for the average issuer of a fixed-rate high yield bond, bottom-up credit analysis is vital to identifying the outliers that will come under pressure. Stress tests in our own portfolios suggest that prudent selection can insulate portfolios from a great deal of default risk among floating-rate credits, too. |
The KKR Credit team’s view is that from a valuation and relative value perspective, credit looks incredibly attractive. Looking historically, current spread, yield and price levels have produced attractive forward returns for investors; however, amidst such volatile times and with the prospect of further declining fundamentals, prudent investors must take an active approach towards credit selection and choose managers that know how to choose the secular winners. Across the KKR Credit platform, we are actively deploying capital in today’s traded and private markets – with a strong emphasis on fundamental underwriting, nimble investing and thoughtful risk allocation.
Traded Credit Markets
Public markets have grappled with a number of macroeconomic events during the course of 2022 ranging from high inflation to geopolitical conflicts to rising rates. Coupled with highly reactive market participants, this backdrop has culminated in a significant recalibration in valuations across markets. The below exhibit highlights the dramatic reaction in terms of performance:
| Asset Class |
YTD 2022 | |||||
| US High Yield Bonds 1 |
-12.2% | |||||
| US Leveraged Loans 2 |
-2.3% | |||||
| 10-Year US Treasury3 |
-18.6% | |||||
| US Investment Grade Bonds 4 |
-19.1% | |||||
| US Equities 5 |
-17.7% | |||||
1 |
US High Yield Bonds is represented by the ICE BofA US HY Index. Source: Bloomberg. Information as of October 31, 2022 |
2 |
US Leveraged Loans is represented by Morningstar LSTA US Leveraged Loan Index. Source: Bloomberg. Information as of October 31, 2022 |
3 |
10-Year US Treasury is represented by J.P. Morgan 10-year Treasury. Source J.P. Morgan. Information as of October 31, 2022 |
4 |
US Investment Grade Bonds is represented by J.P. Morgan Chase JULI US High Grade Index. Source: J.P. Morgan. Information as of October 31, 2022 |
5 |
US Equities is represented by S&P 500 Total Return Index. Source: Bloomberg. Information as of October 31, 2022 |
1
|
|
Income Opportunities Fund |
October 31, 2022 | ||
For yield-hungry investors the traded credit market buffet is open…just not all you can eat. After more than a decade of extremely low interest rates, the leveraged credit markets in the United States (“US”) and Europe are awash in yield and present an interesting opportunity for investors willing to take a longer-term view on credit markets.
Rising interest rates and the retreat of traditional lenders set the table for the current smorgasbord of yield options. For years, interest rates were artificially low, and prices fell quickly as those artificial supports disappeared. But banks have also stepped back from the capital markets and loan origination due, in part, to the waning risk appetite of investors and also to rising rates; as rates rise, so do the regulatory capital requirements imposed on banks. Financing is now both expensive and very difficult to source, hence the higher yields we are seeing today.
Eventually, the market for debt financing will begin to function again. Europe is already in recession, and our base case scenario is that the US will enter one as well. That raises the possibility that central banks will pivot to easing mode, giving banks more breathing room to lend again and potentially reversing the outflows we have seen in high yield funds. Yields and spreads are likely to fall as prices rise, a process that may take more time to play out in Europe where energy prices and geopolitical conflict are creating visible pressures for corporate borrowers. In both markets, however, the opportunity will fade.
The potential spoiler for our enthusiasm, particularly heading into a recession, is the potential for a wave of credit defaults. We recognize that many people are looking back nervously at the Global Financial Crisis (“GFC”) for clues about what may be coming next, but we see two reasons to question the comparison.
First, we do not see any systemic risk to the financial system this time around. The level of hung debt – meaning, debt for mergers and acquisitions that investors no longer want – on bank balance sheets is a small portion of what it was during the GFC. According to our calculations, even very significant write-downs of this debt would amount to a fraction of earnings for many major banks.
Second, we think that companies are in a better position to pay down debt than they were in
2008-09.
We recently stress-tested all of our portfolio holdings and were pleasantly surprised with the results. In the US, we saw surprisingly strong earnings at our portfolio companies, with pockets of weakness in businesses that have been hit hard by supply chain issues or can’t raise prices to offset higher input costs. In Europe, where the recession will likely be deeper, our portfolios have much higher interest cover ratios than they did going into the financial crisis. The market for leveraged loans and high yield is much different than it used to be, too: borrowers are bigger (and therefore, in our view, likely to be more resilient) and equity cushions are larger. However, we do think selectivity is key. Broader leveraged loan and high yield indices contain not only businesses with strong growth potential but also businesses that are not likely to thrive in the long-term or, less delicately, what we call secular losers.
Fund Description & Performance
KKR Income Opportunities Fund (“KIO” or, the “Fund”) is a diversified,
closed-end
fund that trades on the New York Stock Exchange under the symbol “KIO.” The Fund’s primary investment objective is to seek a high level of current income with a secondary objective of capital appreciation. The Fund seeks to achieve its investment objectives by employing a dynamic strategy of investing in a targeted portfolio of loans and fixed-income instruments (including derivatives) of US and non-US
issuers and implementing hedging strategies in order to seek to achieve attractive risk-adjusted returns. Under normal market conditions, KIO will invest at least 80% of its Managed Assets in loans and fixed-income instruments or other instruments, including derivative instruments, with similar economic characteristics. The Fund expects to invest primarily in first and second lien secured loans, unsecured loans and high-yield corporate debt instruments of varying maturities. 2
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Over the last 12 and 6 months, the Fund has faced a challenged performance period alongside the broader
closed-end
fund market. On a share price basis, KIO had total returns, net of fees and inclusive of dividends, of -27.01%
and -14.01%
for the 12-month
and 6-month
periods, respectively, through October 31, 2022. A widening of the market price to net asset value (“NAV”) discount subtracted approximately -8.02%
and -1.38%
from the fund’s returns, over the 12-
and 6-month
periods, respectively. On a NAV basis, the strategy has delivered total returns, net of fees and inclusive of dividends, of
-19.08%
and -12.68%
over the last 12 and 6 months through October 31, 2022. A component of this performance is derived from the underlying markets in which the fund invests, which were also down and have faced headwinds amid rising rates, inflation concerns, and recessionary fears. Additionally, the use of leverage in the fund has amplified these negative returns. Over longer horizons, however, we believe leverage adds substantial value to the fund, as represented be the portfolio’s attractive yield to maturity. Diving deeper into unleveraged NAV performance drivers, positions within the retail, leisure, and basic industry sectors were the top detractors while exposure to names within the transportation sector were additive. On an asset class basis, exposure in high yield bonds have driven the majority of detraction, while leveraged loans had a more muted impact. From a rating perspective, the strategy’s overweight to CCC names have driven most of the negative performance, while B and
BB-rated
names have also detracted on the margin. As of October 31, 2022, the Fund held 71.5% of its net assets in first and second-lien leveraged loans, 88.1% of its net assets in high-yield corporate debt, 2.8% of its net assets in equities and other investments. KIO’s investments represented obligations and equity interests in 139 positions across a diverse group of industries. The top ten issuers represented 49.3% of the Fund’s net assets while the top five industry groups represented 67.7% of the Fund’s net assets. The Fund’s Securities and Exchange Commission
30-day
yield was 16.43%. Business Updates
We thank you for your partnership and continued investment in KIO. We look forward to continued communications and will keep you apprised of the progress of KIO specifically and the leveraged finance market place generally. Fund information is available on our website at kkrfunds.com/kio.
Disclosures
The Bank of America Merrill Lynch High Yield Master II Index is a market-value weighted index of below investment grade US dollar-denominated corporate bonds publicly issued in the US domestic market. “Yankee” bonds (debt of foreign issuers issued in the US domestic market) are included in the Bank of America Merrill Lynch High Yield Master II Index provided that the issuer is domiciled in a country having investment grade foreign currency long-term debt rating. Qualifying bonds must have maturities of one year or more, a fixed coupon schedule and minimum outstanding of US$100.0 million. In addition, issues having a credit rating lower than BBB3, but not in default, are also included.
The Morningstar LSTA US Leveraged Loan Index is a market value-weighted index designed to measure the performance of the US leveraged loan market based upon market weightings, spreads and interest payments. The index was rolled out in 2000 and it was back-loaded with four years of data dating to 1997.
It is not possible to invest directly in an index.
3
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Past performance is not an indication of future results. Returns represent past performance and reflect changes in share prices, the reinvestment of all dividends and capital gains, expense limitations and the effects of compounding. The prospectus contains more complete information on the investment objectives, risks, charges and expenses of the investment company, which investors should read and consider carefully before investing. The returns shown do not reflect taxes a shareholder would pay on distributions or redemptions. Total investment return and principal value of your investment will fluctuate, and your shares, when sold, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. An investment in the Fund involves risk, including the risk of loss of principal. For a discussion of the Fund’s risks, see Risk Considerations, Note 3 to the financial statements. Call or visit www.kkrfunds.com/kio for performance results current to the most recent calendar
855-330-3927
quarter-end.
Must be preceded or accompanied by a prospectus.
An imbalance in supply and demand in the income market may result in valuation uncertainties and greater volatility, less liquidity, widening credit spreads and a lack of price transparency in the market. Investments in income securities may be affected by changes in the creditworthiness of the issuer and are subject to the risk of non–payment of principal and interest. The value of income securities also may decline because of real or perceived concerns about the issuer’s ability to make principal and interest payments. Borrowing to increase investments (leverage) will exaggerate the effect of any increase or decrease in the value of Fund investments. Investments rated below investment grade (typically referred to as “junk”) are generally subject to greater price volatility and illiquidity than higher rated investments. As interest rates rise, the value of certain income investments is likely to decline. Senior loans are subject to prepayment risk. Investments in foreign instruments or currencies can involve greater risk and volatility than US investments because of adverse market economic, political, regulatory, geopolitical or other conditions. Changes in the value of investments entered for hedging purposes may not match those of the position being hedged. The Fund may engage in other investment practices that may involve additional risks.
4
|
|
Income Opportunities Fund |
October 31, 2022 | ||
| Average Annual Total Returns Year Ended October 31, 2022 |
One Year |
Five Year |
Since Inception (7/25/2013) |
Value of $10,000 investment at the time of inception as of 10/31/2022 |
||||||||||||
| KKR Income Opportunities Fund — Market Price Return |
-27.01% |
1.18% |
3.14% |
$ |
13,312 |
|||||||||||
| KKR Income Opportunities Fund — NAV Return |
-19.08% |
1.17% |
4.24% |
$ |
14,698 |
|||||||||||
| ICE BofA Merrill Lynch High Yield Master II Index ® |
-11.42% |
1.91% |
3.75% |
$ |
14,071 |
|||||||||||
Past performance is not an indication of future results. The above graph and average annual total returns table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the sale of Fund shares.
5
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Schedule of Investments
(Stated in United States Dollars, unless otherwise noted)
Issuer |
Asset |
Reference Rate & Spread |
Interest Rate |
Maturity Date |
Country |
Currency |
Par |
Fair Value |
Footnotes | |||||||||||||
| Leveraged Loans - 71.51% | ||||||||||||||||||||||
| Aerospace & Defense - 1.99% | ||||||||||||||||||||||
| Amentum Services Inc |
TL 2L B 12/21 |
SOFR (3M) + 7.50% |
10.86% |
2/15/2030 |
USA |
USD |
1,965,870 |
$ |
1,873,474 |
(b) | ||||||||||||
| EaglePicher Technologies LLC |
TL 2L 02/18 |
LIBOR (1M) + 7.25% |
11.00% |
3/8/2026 |
USA |
USD |
1,957,223 |
978,612 |
||||||||||||||
| Sequa Corp |
TL 1L 07/20 |
LIBOR (3M) + 6.75% |
9.76% |
11/28/2023 |
USA |
USD |
2,192,207 |
2,187,205 |
||||||||||||||
| Alternative Carriers - 1.87% | ||||||||||||||||||||||
| Segra |
TL 1L B 08/21 |
LIBOR (3M) + 4.50% |
8.17% |
10/4/2028 |
USA |
USD |
5,205,749 |
4,730,724 |
||||||||||||||
| Apparel, Accessories & Luxury Goods - 6.17% | ||||||||||||||||||||||
| Varsity Brands Inc |
TL 1L 11/17 |
LIBOR (1M) + 3.50% |
7.25% |
12/16/2024 |
USA |
USD |
16,810,607 |
15,659,585 |
||||||||||||||
| Application Software - 10.76% | ||||||||||||||||||||||
| Misys Ltd |
TL 1L 04/17 |
LIBOR (3M) + 3.50% |
6.87% |
6/13/2024 |
USA |
USD |
4,318,684 |
3,921,603 |
||||||||||||||
| Misys Ltd |
TL 2L 04/17 |
LIBOR (3M) + 7.25% |
10.62% |
6/13/2025 |
USA |
USD |
8,063,622 |
6,047,757 |
||||||||||||||
| Solera LLC |
TL 2L 06/21 |
LIBOR (1M) + 8.00% |
11.17% |
6/4/2029 |
USA |
USD |
11,074,727 |
10,908,606 |
||||||||||||||
| TIBCO Software Inc |
TL 1L B 09/22 |
SOFR (3M) + 4.50% |
8.15% |
3/30/2029 |
USA |
USD |
7,001,400 |
6,404,111 |
||||||||||||||
| Auto Parts & Equipment - 1.90% | ||||||||||||||||||||||
| Innovative XCessories & Services LLC |
TL 1L 02/20 |
LIBOR (1M) + 4.25% |
7.82% |
3/5/2027 |
USA |
USD |
4,372,752 |
3,524,044 |
||||||||||||||
| Rough Country LLC |
TL 2L 07/21 |
LIBOR (3M) + 6.50% |
10.17% |
7/30/2029 |
USA |
USD |
841,950 |
745,126 |
||||||||||||||
| Wheel Pros Inc |
TL 1L B 05/21 |
LIBOR (1M) + 4.50% |
8.82% |
5/11/2028 |
USA |
USD |
769,782 |
567,233 |
||||||||||||||
| Broadcasting - 5.68% | ||||||||||||||||||||||
| NEP Broadcasting LLC |
TL 1L 05/20 |
LIBOR (3M) + 8.25% |
11.92% |
6/1/2025 |
USA |
USD |
1,589,989 |
1,604,299 |
(b) | |||||||||||||
| NEP Broadcasting LLC |
TL 1L B 09/18 |
LIBOR (1M) + 3.25% |
7.00% |
10/20/2025 |
USA |
USD |
4,325,608 |
3,875,031 |
||||||||||||||
| NEP Broadcasting LLC |
TL 1L B 09/18 |
EURIBOR (3M) + 3.50% |
4.69% |
10/20/2025 |
NLD |
EUR |
2,585,289 |
2,240,338 |
||||||||||||||
| NEP Broadcasting LLC |
TL 2L 09/18 |
LIBOR (1M) + 7.00% |
10.75% |
10/19/2026 |
USA |
USD |
7,494,510 |
6,702,227 |
||||||||||||||
| Building Products - 1.14% | ||||||||||||||||||||||
| DiversiTech Holdings Inc |
TL 2L B 12/21 |
LIBOR (3M) + 6.75% |
10.42% |
12/15/2029 |
USA |
USD |
1,381,023 |
1,229,110 |
||||||||||||||
| VC GB Holdings Inc (Visual Comfort) |
TL 2L 06/21 |
LIBOR (3M) + 6.75% |
9.63% |
7/23/2029 |
USA |
USD |
1,927,630 |
1,667,400 |
||||||||||||||
| Construction & Engineering - 3.80% | ||||||||||||||||||||||
| Total Safety US Inc |
TL 1L B 07/19 |
LIBOR (3M) + 6.00% |
7.27% |
8/18/2025 |
USA |
USD |
5,252,686 |
5,016,315 |
(a) | |||||||||||||
| USIC Holdings Inc |
TL 2L 05/21 |
LIBOR (1M) + 6.50% |
10.25% |
5/14/2029 |
USA |
USD |
431,521 |
399,157 |
(a) | |||||||||||||
| Yak Access LLC |
TL 1L B 05/18 |
LIBOR (3M) + 5.00% |
8.07% |
7/11/2025 |
USA |
USD |
5,622,555 |
3,288,182 |
||||||||||||||
| Yak Access LLC |
TL 1L 11/22 |
SOFR (3M) + 8.25% |
12.90% |
1/27/2023 |
USA |
USD |
934,889 |
925,540 |
(a)(b) | |||||||||||||
| Construction Machinery & Heavy Trucks - 1.96% | ||||||||||||||||||||||
| Accuride Corp |
TL 1L B 10/17 |
LIBOR (3M) + 5.25% |
8.92% |
11/17/2023 |
USA |
USD |
5,774,436 |
4,982,270 |
||||||||||||||
| Data Processing & Outsourced Services - 0.31% | ||||||||||||||||||||||
| West Corp |
TL 1L 09/17 |
LIBOR (1M) + 4.00% |
8.41% |
10/10/2024 |
USA |
USD |
889,851 |
786,708 |
||||||||||||||
See accompanying notes to financial statements.
6
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Issuer |
Asset |
Reference Rate & Spread |
Interest Rate |
Maturity Date |
Country |
Currency |
Par |
Fair Value |
Footnotes | |||||||||||||
| Department Stores - 0.78% | ||||||||||||||||||||||
| Belk Inc |
TL 1L 02/21 |
LIBOR (3M) + 7.50% |
10.48% |
7/31/2025 |
USA |
USD |
459,875 |
$ |
407,564 |
(a) | ||||||||||||
| Belk Inc |
TL 1L EXIT 02/21 |
8.00% PIK, 5.00% |
10.00% |
7/31/2025 |
USA |
USD |
8,488,429 |
1,577,957 |
(a) (d) (e) | |||||||||||||
| Diversified Metals & Mining - 0.86% | ||||||||||||||||||||||
| Foresight Energy LLC |
TL 1L A 06/20 |
LIBOR (3M) + 8.00% |
11.67% |
6/30/2027 |
USA |
USD |
2,178,174 |
2,178,174 |
(a) (b) | |||||||||||||
| Diversified Support Services - 0.48% | ||||||||||||||||||||||
| Access CIG LLC |
TL 2L 02/18 |
LIBOR (3M) + 7.75% |
10.82% |
2/27/2026 |
USA |
USD |
1,292,375 |
1,227,756 |
||||||||||||||
| Education Services - 1.75% | ||||||||||||||||||||||
| Jostens Inc |
TL 1L 12/18 |
LIBOR (3M) + 5.50% |
9.17% |
12/19/2025 |
USA |
USD |
4,572,723 |
4,447,336 |
||||||||||||||
| Financial Exchanges & Data - 0.23% | ||||||||||||||||||||||
| IntraFi Network LLC |
TL 2L 11/21 |
LIBOR (1M) + 6.25% |
10.00% |
11/5/2029 |
USA |
USD |
623,220 |
584,269 |
||||||||||||||
| Health Care Equipment - 5.81% | ||||||||||||||||||||||
| Drive DeVilbiss Healthcare LLC |
TL 1L 03/21 |
4.00% PIK, SOFR (3M) + 9.50% |
11.75% |
6/1/2025 |
USA |
USD |
7,506,133 |
6,793,051 |
(d) | |||||||||||||
| Drive DeVilbiss Healthcare LLC |
TL 1L 09/22 |
8.00% PIK, SOFR (3M) + 10.00% |
13.64% |
6/1/2025 |
USA |
USD |
987,698 |
983,056 |
(b) (d) | |||||||||||||
| Orchid Orthopedic Solutions LLC |
TL 1L 02/19 |
LIBOR (3M) + 4.50% |
8.17% |
3/5/2026 |
USA |
USD |
5,657,532 |
4,960,948 |
||||||||||||||
| Tecomet Inc |
TL 1L 10/17 |
LIBOR (3M) + 3.50% |
7.24% |
5/1/2024 |
USA |
USD |
2,264,117 |
1,972,136 |
||||||||||||||
| Health Care Facilities - 0.47% | ||||||||||||||||||||||
| ScionHealth |
TL 1L B 12/21 |
LIBOR (1M) + 5.25% |
9.00% |
12/23/2028 |
USA |
USD |
1,733,778 |
1,198,474 |
||||||||||||||
| Health Care Services - 0.08% | ||||||||||||||||||||||
| Paradigm Acquisition Corp |
TL 2L 10/18 LC |
LIBOR (1M) + 7.50% |
11.17% |
10/26/2026 |
USA |
USD |
213,465 |
204,927 |
||||||||||||||
| Hotels, Resorts & Cruise Lines - 2.31% | ||||||||||||||||||||||
| B&B Hotels SAS |
TL 1L B3A 01/20 |
EURIBOR (6M) + 3.88% |
3.88% |
7/31/2026 |
FRA |
EUR |
2,427,830 |
2,133,880 |
||||||||||||||
| B&B Hotels SAS |
TL 1L B4 03/21 |
EURIBOR (6M) + 5.50% |
7.24% |
7/31/2026 |
FRA |
EUR |
1,159,680 |
1,079,204 |
||||||||||||||
| Piolin BidCo SAU |
TL 1L B 05/20 |
EURIBOR (6M) + 7.50% |
7.73% |
9/16/2026 |
ESP |
EUR |
2,682,184 |
2,641,390 |
||||||||||||||
| Human Resource & Employment Services - 1.04% | ||||||||||||||||||||||
| SIRVA Worldwide Inc |
TL 1L 07/18 |
LIBOR (3M) + 5.50% |
8.57% |
8/4/2025 |
USA |
USD |
1,829,618 |
1,647,608 |
||||||||||||||
| SIRVA Worldwide Inc |
TL 2L 07/18 |
LIBOR (3M) + 9.50% |
13.22% |
8/3/2026 |
USA |
USD |
1,149,740 |
997,687 |
||||||||||||||
| Industrial Machinery - 0.61% | ||||||||||||||||||||||
| CPM Holdings Inc |
TL 2L 10/18 |
LIBOR (1M) + 8.25% |
11.38% |
11/16/2026 |
USA |
USD |
1,321,319 |
1,275,073 |
||||||||||||||
| Engineered Machinery Holdings Inc |
TL 2L 08/21 |
LIBOR (3M) + 6.00% |
9.67% |
5/21/2029 |
USA |
USD |
289,880 |
271,038 |
||||||||||||||
| IT Consulting & Other Services - 4.56% | ||||||||||||||||||||||
| PSAV Inc |
TL 1L B1 12/20 |
0.25% PIK, LIBOR (3M) + 3.25% |
6.64% |
3/3/2025 |
USA |
USD |
6,723,745 |
5,869,291 |
(d) | |||||||||||||
| PSAV Inc |
TL 1L B3 12/20 |
10.00% PIK, 5.00% |
15.00% |
10/15/2026 |
USA |
USD |
2,125,489 |
2,150,463 |
(d) | |||||||||||||
| PSAV Inc |
TL 2L 02/18 |
LIBOR (3M) + 7.25% |
10.06% |
9/1/2025 |
USA |
USD |
4,448,850 |
3,536,836 |
||||||||||||||
| Leisure Facilities - 2.39% | ||||||||||||||||||||||
| United PF Holdings LLC |
TL 1L 01/20 |
LIBOR (3M) + 4.00% |
8.46% |
12/30/2026 |
USA |
USD |
6,535,595 |
5,596,104 |
||||||||||||||
| United PF Holdings LLC |
TL 1L B 06/20 |
LIBOR (3M) + 8.50% |
12.17% |
12/30/2026 |
USA |
USD |
487,442 |
458,196 |
||||||||||||||
See accompanying notes to financial statements.
7
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Issuer |
Asset |
Reference Rate & Spread |
Interest Rate |
Maturity Date |
Country |
Currency |
Par |
Fair Value |
Footnotes |
|||||||||||||||||||||||
| Life Sciences Tools & Services - 2.15% |
| |||||||||||||||||||||||||||||||
| PAREXEL International Corp |
TL 2L 07/21 |
LIBOR (1M) + 6.50% |
10.25% |
11/15/2029 |
USA |
USD |
5,637,180 |
$ |
5,456,790 |
(b) |
||||||||||||||||||||||
| Marine Ports & Services - 2.17% |
| |||||||||||||||||||||||||||||||
| Direct ChassisLink Inc |
TL 2L B 04/19 |
LIBOR (3M) + 6.75% |
10.05% |
4/10/2026 |
USA |
USD |
5,509,006 |
5,492,672 |
||||||||||||||||||||||||
| Publishing - 1.03% |
| |||||||||||||||||||||||||||||||
| Emerald Expositions Holding Inc |
TL 1L B 11/17 |
LIBOR (1M) + 2.75% |
6.50% |
5/22/2024 |
USA |
USD |
2,713,438 |
2,606,610 |
||||||||||||||||||||||||
| Research & Consulting Services - 0.17% |
| |||||||||||||||||||||||||||||||
| TMF Group Holding BV |
TL 2L 12/17 |
EURIBOR (6M) + 6.88% |
8.06% |
5/4/2026 |
NLD |
EUR |
440,830 |
426,395 |
||||||||||||||||||||||||
| Security & Alarm Services - 1.40% |
| |||||||||||||||||||||||||||||||
| Monitronics International Inc |
TL 1L EXIT 08/19 |
LIBOR (3M) + 7.50% |
11.91% |
3/29/2024 |
USA |
USD |
5,334,696 |
3,547,599 |
||||||||||||||||||||||||
| Specialized Consumer Services - 0.50% |
| |||||||||||||||||||||||||||||||
| Learning Care Group Inc |
TL 1L B 05/20 |
LIBOR (3M) + 8.50% |
12.13% |
3/13/2025 |
USA |
USD |
1,265,677 |
1,257,766 |
||||||||||||||||||||||||
| Specialty Chemicals - 6.34% |
| |||||||||||||||||||||||||||||||
| Aruba Investments Inc |
TL 2L 10/20 |
LIBOR (1M) + 7.75% |
11.33% |
11/24/2028 |
USA |
USD |
1,841,010 |
1,678,384 |
||||||||||||||||||||||||
| Flint Group GmbH |
TL 1L B 04/14 |
0.75% PIK, EURIBOR (3M) + 4.25% |
0.75% |
9/21/2023 |
DEU |
EUR |
1,140,427 |
873,446 |
(d) |
|||||||||||||||||||||||
| Flint Group GmbH |
TL 1L B3 05/15 |
0.75% PIK, EURIBOR (3M) + 4.25% |
0.75% |
9/21/2023 |
DEU |
EUR |
9,272 |
7,102 |
(d) |
|||||||||||||||||||||||
| Flint Group GmbH |
TL 1L B4 11/15 |
0.75% PIK, EURIBOR (3M) + 4.25% |
0.75% |
9/21/2023 |
DEU |
EUR |
86,826 |
66,499 |
(d) |
|||||||||||||||||||||||
| Flint Group GmbH |
TL 1L B5 02/17 |
0.75% PIK, EURIBOR (3M) + 4.25% |
0.75% |
9/21/2023 |
DEU |
EUR |
143,332 |
109,777 |
(d) |
|||||||||||||||||||||||
| Flint Group GmbH |
TL 1L B6 03/17 |
0.75% PIK, EURIBOR (3M) + 4.25% |
0.75% |
9/21/2023 |
DEU |
EUR |
104,804 |
80,268 |
(d) |
|||||||||||||||||||||||
| Flint Group GmbH |
TL 1L B7 04/14 |
0.75% PIK, EURIBOR (3M) + 4.25% |
0.75% |
9/21/2023 |
DEU |
EUR |
99,965 |
76,563 |
(d) |
|||||||||||||||||||||||
| Vantage Specialty Chemicals Inc |
TL 1L B 10/17 |
LIBOR (3M) + 3.50% |
7.53% |
10/28/2024 |
USA |
USD |
10,647,345 |
10,202,606 |
||||||||||||||||||||||||
| Vantage Specialty Chemicals Inc |
TL 2L 10/17 |
LIBOR (3M) + 8.25% |
11.32% |
10/27/2025 |
USA |
USD |
3,339,659 |
3,014,042 |
||||||||||||||||||||||||
| Trading Companies & Distributors - 0.02% |
| |||||||||||||||||||||||||||||||
| FleetPride Corporation |
TL 2L 01/19 |
LIBOR (1M) + 8.75% |
12.50% |
12/21/2026 |
USA |
USD |
64,180 |
62,415 |
||||||||||||||||||||||||
| Trucking - 0.78% |
| |||||||||||||||||||||||||||||||
| Kenan Advantage Group Inc/The |
TL 2L 08/21 |
LIBOR (1M) + 7.25% |
10.37% |
9/1/2027 |
USA |
USD |
2,135,010 |
1,977,553 |
||||||||||||||||||||||||
| |
|
|||||||||||||||||||||||||||||||
| TOTAL LEVERAGED LOANS (Amortized cost $205,094,640) |
$ |
181,393,562 |
||||||||||||||||||||||||||||||
See accompanying notes to financial statements.
8
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Issuer |
Asset |
Maturity Date |
Country |
Currency |
Par |
Fair Value |
Footnotes |
|||||||||||||||||
| High Yield Securities - 88.15% |
||||||||||||||||||||||||
| Airlines - 2.55% |
||||||||||||||||||||||||
| American Airlines Group Inc |
3.750% 03/2025 |
3/1/2025 |
USA |
USD |
7,341,000 |
$ |
6,468,742 |
(f) |
||||||||||||||||
| Alternative Carriers - 1.32% |
||||||||||||||||||||||||
| Zayo Group LLC |
6.125% 03/2028 |
3/1/2028 |
USA |
USD |
5,035,000 |
3,358,345 |
(f) |
|||||||||||||||||
| Apparel, Accessories & Luxury Goods - 0.50% |
||||||||||||||||||||||||
| Varsity Brands Inc |
L+8.000% 12/2024 |
12/22/2024 |
USA |
USD |
1,270,000 |
1,262,507 |
(b) (h) |
|||||||||||||||||
| Application Software - 2.74% |
||||||||||||||||||||||||
| Cision Ltd |
9.500% 02/2028 |
2/15/2028 |
USA |
USD |
6,449,000 |
2,953,449 |
(f) |
|||||||||||||||||
| TIBCO Software Inc |
6.500% 03/2029 |
3/31/2029 |
USA |
USD |
4,610,000 |
4,005,297 |
(f) |
|||||||||||||||||
| Auto Parts & Equipment - 1.93% |
||||||||||||||||||||||||
| Truck Hero Inc |
6.250% 02/2029 |
2/1/2029 |
USA |
USD |
3,115,000 |
2,240,713 |
(f) |
|||||||||||||||||
| Wheel Pros Inc |
6.500% 05/2029 |
5/15/2029 |
USA |
USD |
5,638,000 |
2,661,942 |
(f) |
|||||||||||||||||
| Automotive Retail - 1.54% |
||||||||||||||||||||||||
| Mavis Discount Tire Inc |
6.500% 05/2029 |
5/15/2029 |
USA |
USD |
4,846,000 |
3,900,594 |
(f) |
|||||||||||||||||
| Broadcasting - 1.45% |
||||||||||||||||||||||||
| Spotify USA Inc |
0.000% 03/2026 |
3/15/2026 |
USA |
USD |
4,598,000 |
3,673,802 |
(c) |
|||||||||||||||||
| Building Products - 13.98% |
||||||||||||||||||||||||
| Acproducts Inc (aka Cabinetworks) |
6.375% 05/2029 |
5/15/2029 |
USA |
USD |
11,955,000 |
6,163,221 |
(f) |
|||||||||||||||||
| Cornerstone (Ply Gem Holdings Inc) |
8.750% 08/2028 |
8/1/2028 |
USA |
USD |
985,000 |
822,475 |
(f) |
|||||||||||||||||
| LBM Borrower LLC |
6.250% 01/2029 |
1/15/2029 |
USA |
USD |
6,181,000 |
4,338,506 |
(f) |
|||||||||||||||||
| LBM Borrower LLC |
7.750% 04/2027 |
4/1/2027 |
USA |
USD |
7,771,000 |
5,158,273 |
(f) |
|||||||||||||||||
| Oldcastle Buildingenvelope Inc |
9.500% 04/2030 |
4/15/2030 |
USA |
USD |
713,000 |
605,436 |
(f) |
|||||||||||||||||
| Patrick Industries Inc |
4.750% 05/2029 |
5/1/2029 |
USA |
USD |
4,261,000 |
3,223,809 |
(f) |
|||||||||||||||||
| PrimeSource Building Products Inc |
5.625% 02/2029 |
2/1/2029 |
USA |
USD |
5,498,000 |
3,499,168 |
(f) |
|||||||||||||||||
| PrimeSource Building Products Inc |
6.750% 08/2029 |
8/1/2029 |
USA |
USD |
6,177,000 |
4,072,150 |
(f) |
|||||||||||||||||
| SRS Distribution Inc |
6.000% 12/2029 |
12/1/2029 |
USA |
USD |
7,576,000 |
6,194,933 |
(f) |
|||||||||||||||||
| SRS Distribution Inc |
6.125% 07/2029 |
7/1/2029 |
USA |
USD |
1,706,000 |
1,389,832 |
(f) |
|||||||||||||||||
| Cable & Satellite - 3.04% |
||||||||||||||||||||||||
| Cablevision Lightpath LLC |
5.625% 09/2028 |
9/15/2028 |
USA |
USD |
1,048,000 |
834,748 |
(f) |
|||||||||||||||||
| CSC Holdings LLC (Altice USA) |
5.000% 11/2031 |
11/15/2031 |
USA |
USD |
806,000 |
575,824 |
(f) |
|||||||||||||||||
| CSC Holdings LLC (Altice USA) |
5.750% 01/2030 |
1/15/2030 |
USA |
USD |
4,702,000 |
3,606,128 |
(f) |
|||||||||||||||||
| RCN Grande (Radiate) |
6.500% 09/2028 |
9/15/2028 |
USA |
USD |
4,251,000 |
2,688,439 |
(f) |
|||||||||||||||||
| Commercial Printing - 1.91% |
||||||||||||||||||||||||
| Multi-Color Corp |
10.500% 07/2027 |
7/15/2027 |
USA |
USD |
4,146,000 |
3,741,267 |
(f) |
|||||||||||||||||
| Multi-Color Corp |
5.875% 10/2028 |
11/1/2028 |
USA |
USD |
1,240,000 |
1,079,463 |
(f) |
|||||||||||||||||
| Commodity Chemicals - 1.14% |
||||||||||||||||||||||||
| SI Group Inc |
6.750% 05/2026 |
5/15/2026 |
USA |
USD |
6,041,000 |
2,892,086 |
(f) |
|||||||||||||||||
| Construction & Engineering - 2.26% |
||||||||||||||||||||||||
| Maxim Crane Works LP / Maxim Finance Corp |
10.125% 08/2024 |
8/1/2024 |
USA |
USD |
5,952,000 |
5,735,556 |
(f) |
|||||||||||||||||
See accompanying notes to financial statements.
9
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Issuer |
Asset |
Maturity Date |
Country |
Currency |
Par |
Fair Value |
Footnotes |
|||||||||||||||||
| Construction Materials - 5.14% |
||||||||||||||||||||||||
| Cemex Materials LLC |
7.700% - 07/2025 |
7/21/2025 |
|
USA |
|
|
USD |
|
|
12,842,000 |
|
$ |
13,034,630 |
|
|
(f) |
| |||||||
| Data Processing & Outsourced Services - 1.77% |
||||||||||||||||||||||||
| Xerox Business Services /Conduent |
6.000% 11/2029 |
11/1/2029 |
|
USA |
|
|
USD |
|
|
5,451,000 |
|
|
4,480,259 |
|
|
(f) |
| |||||||
| Electronic Components - 3.46% |
||||||||||||||||||||||||
| CommScope Inc |
6.000% 06/2025 |
6/15/2025 |
|
USA |
|
|
USD |
|
|
6,801,000 |
|
|
6,357,983 |
|
|
(f) |
| |||||||
| CommScope Inc |
7.125% 07/2028 |
7/1/2028 |
|
USA |
|
|
USD |
|
|
2,826,000 |
|
|
2,400,159 |
|
|
(f) |
| |||||||
| Health Care Equipment - 1.17% |
||||||||||||||||||||||||
| Haemonetics Corp |
0.000% 03/2026 |
3/1/2026 |
|
USA |
|
|
USD |
|
|
3,563,000 |
|
|
2,957,290 |
|
|
(c) |
| |||||||
| Health Care Facilities - 1.41% |
||||||||||||||||||||||||
| CHS/Community Health Systems, Inc. |
6.125% 04/2030 |
4/1/2030 |
|
USA |
|
|
USD |
|
|
1,997,000 |
|
|
823,703 |
|
|
(f) |
| |||||||
| CHS/Community Health Systems, Inc. |
6.875% 04/2028 |
4/1/2028 |
|
USA |
|
|
USD |
|
|
2,725,000 |
|
|
1,043,879 |
|
|
(f) |
| |||||||
| CHS/Community Health Systems, Inc. |
6.875% 04/2029 |
4/15/2029 |
|
USA |
|
|
USD |
|
|
1,484,000 |
|
|
600,774 |
|
|
(f) |
| |||||||
| LifePoint Hospitals Inc |
5.375% 01/2029 |
1/15/2029 |
|
USA |
|
|
USD |
|
|
1,727,000 |
|
|
1,105,798 |
|
|
(f) |
| |||||||
| Hotels, Resorts & Cruise Lines - 11.54% |
||||||||||||||||||||||||
| Carnival Corp |
5.750% 03/2027 |
3/1/2027 |
|
USA |
|
|
USD |
|
|
10,373,000 |
|
|
7,207,160 |
|
|
(f) |
| |||||||
| Carnival Corp |
6.000% 05/2029 |
5/1/2029 |
|
USA |
|
|
USD |
|
|
4,931,000 |
|
|
3,278,780 |
|
|
(f) |
| |||||||
| NCL Corp Ltd |
1.125% 02/2027 |
2/15/2027 |
|
USA |
|
|
USD |
|
|
2,997,000 |
|
|
2,300,198 |
|
|
(f) |
| |||||||
| NCL Corp Ltd |
3.625% 12/2024 |
12/15/2024 |
|
USA |
|
|
USD |
|
|
4,074,000 |
|
|
3,543,960 |
|
|
(f) |
| |||||||
| NCL Corp Ltd |
6.125% 03/2028 |
3/15/2028 |
|
USA |
|
|
USD |
|
|
689,000 |
|
|
536,728 |
|
|
(f) |
| |||||||
| Royal Caribbean Cruises Ltd |
11.625% 08/2027 |
8/15/2027 |
|
USA |
|
|
USD |
|
|
2,325,000 |
|
|
2,233,674 |
|
|
(f) |
| |||||||
| Royal Caribbean Cruises Ltd |
5.500% 04/2028 |
4/1/2028 |
|
USA |
|
|
USD |
|
|
5,880,000 |
|
|
4,544,652 |
|
|
(f) |
| |||||||
| Viking Cruises Ltd |
5.000% 02/2028 |
2/15/2028 |
|
USA |
|
|
USD |
|
|
972,000 |
|
|
802,668 |
|
|
(f) |
| |||||||
| Viking Cruises Ltd |
5.875% 09/2027 |
9/15/2027 |
|
USA |
|
|
USD |
|
|
2,512,000 |
|
|
1,991,142 |
|
|
(f) |
| |||||||
| Viking Cruises Ltd |
7.000% 02/2029 |
2/15/2029 |
|
USA |
|
|
USD |
|
|
3,548,000 |
|
|
2,820,078 |
|
|
(f) |
| |||||||
| Industrial Conglomerates - 1.56% |
||||||||||||||||||||||||
| Unifrax I LLC / Unifrax Holding Co |
5.250% 09/2028 |
9/30/2028 |
|
USA |
|
|
USD |
|
|
2,959,000 |
|
|
2,360,294 |
|
|
(f) |
| |||||||
| Unifrax I LLC / Unifrax Holding Co |
7.500% 09/2029 |
9/30/2029 |
|
USA |
|
|
USD |
|
|
2,371,000 |
|
|
1,592,162 |
|
|
(f) |
| |||||||
| Industrial Machinery - 3.51% |
||||||||||||||||||||||||
| SPX FLOW Inc |
8.750% 04/2030 |
4/1/2030 |
|
USA |
|
|
USD |
|
|
10,941,000 |
|
|
8,901,101 |
|
|
(f) |
| |||||||
| Insurance Brokers - 4.67% |
||||||||||||||||||||||||
| National Financial Partners Corp |
6.875% 08/2028 |
8/15/2028 |
|
USA |
|
|
USD |
|
|
13,892,000 |
|
|
11,837,582 |
|
|
(f) |
| |||||||
| Integrated Oil & Gas - 1.07% |
||||||||||||||||||||||||
| Occidental Petroleum Corp |
4.100% 02/2047 |
2/15/2047 |
|
USA |
|
|
USD |
|
|
1,990,000 |
|
|
1,579,797 |
|
||||||||||
| Occidental Petroleum Corp |
4.200% 03/2048 |
3/15/2048 |
|
USA |
|
|
USD |
|
|
1,448,000 |
|
|
1,151,561 |
|
||||||||||
| Leisure Facilities - 2.17% |
||||||||||||||||||||||||
| Life Time Fitness Inc |
5.750% 01/2026 |
1/15/2026 |
|
USA |
|
|
USD |
|
|
1,713,000 |
|
|
1,597,467 |
|
|
(f) |
| |||||||
| Merlin Entertainments PLC |
6.625% 11/2027 |
11/15/2027 |
|
IRL |
|
|
USD |
|
|
4,653,000 |
|
|
3,899,121 |
|
|
(f) |
| |||||||
| Oil & Gas Storage & Transportation - 5.35% |
||||||||||||||||||||||||
| Genesis Energy |
5.625% 06/2024 |
6/15/2024 |
|
USA |
|
|
USD |
|
|
5,336,000 |
|
|
5,222,397 |
|
||||||||||
| Genesis Energy |
6.500% 10/2025 |
10/1/2025 |
|
USA |
|
|
USD |
|
|
2,842,000 |
|
|
2,729,106 |
|
||||||||||
See accompanying notes to financial statements.
10
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Issuer |
Asset |
Maturity Date |
Country |
Currency |
Par |
Fair Value |
Footnotes |
|||||||||||||||
| Global Partners LP / GLP Finance Corp |
6.875% 01/2029 |
1/15/2029 |
USA |
USD |
863,000 |
$ |
781,960 |
|||||||||||||||
| Global Partners LP / GLP Finance Corp |
7.000% 08/2027 |
8/1/2027 |
USA |
USD |
1,045,000 |
994,863 |
||||||||||||||||
| NGL Energy Partners LP / NGL Energy Finance Corp |
7.500% 02/2026 |
2/1/2026 |
USA |
USD |
4,218,000 |
3,822,915 |
(f) |
|||||||||||||||
| Pharmaceuticals - 0.76% |
||||||||||||||||||||||
| Revance Therapeutics Inc |
1.750% 02/2027 |
2/15/2027 |
USA |
USD |
1,938,000 |
1,914,986 |
||||||||||||||||
| Real Estate Services - 0.79% |
||||||||||||||||||||||
| Redfin Corp |
0.000% 10/2025 |
10/15/2025 |
USA |
USD |
3,864,000 |
2,013,144 |
(c) |
|||||||||||||||
| Restaurants - 0.89% |
||||||||||||||||||||||
| Golden Nugget Inc. |
6.750% 07/2030 |
1/15/2030 |
USA |
USD |
2,872,000 |
2,260,738 |
(f) |
|||||||||||||||
| Security & Alarm Services - 1.30% |
||||||||||||||||||||||
| Verisure Holding AB |
3.875% 07/2026 |
7/15/2026 |
SWE |
EUR |
2,592,000 |
2,298,662 |
(f) |
|||||||||||||||
| Verisure Holding AB |
9.250% 10/2027 |
10/15/2027 |
SWE |
EUR |
956,000 |
977,010 |
(f) |
|||||||||||||||
| Specialty Stores - 4.87% |
||||||||||||||||||||||
| Douglas Holding AG |
6.000% 04/2026 |
4/8/2026 |
DEU |
EUR |
10,461,000 |
7,978,041 |
(f) |
|||||||||||||||
| Douglas Holding AG |
8.250% 10/2026 |
10/1/2026 |
DEU |
EUR |
7,967,248 |
4,369,865 |
(f) |
|||||||||||||||
| Trading Companies & Distributors - 2.36% |
||||||||||||||||||||||
| TruckPro LLC |
11.000% 10/2024 |
10/15/2024 |
USA |
USD |
6,091,000 |
5,994,908 |
(f) |
|||||||||||||||
| |
|
|||||||||||||||||||||
| TOTAL HIGH YIELD SECURITIES (Amortized cost $285,043,489) |
$ |
223,487,900 |
||||||||||||||||||||
See accompanying notes to financial statements.
11
|
|
Income Opportunities Fund |
October 31, 2022 | ||
| TL | Term loan. |
| DD | Delayed draw term loan. |
| 1L | First lien. |
| 2L | Second lien. |
| (a) | Security considered restricted. |
| (b) | Value determined using significant unobservable inputs. |
| (c) | Zero coupon bond. |
| (d) | Represents a payment-in-kind |
| (e) | Non-income producing security. |
| (f) | Securities exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold to qualified institutional buyers in transactions exempt from registration. |
| (g) | Rate represents the money market fund’s average 7-day yield as of October 31, 2022. |
See accompanying notes to financial statements.
12
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Statement of Assets and Liabilities
As of October 31, 2022
| Assets |
||||
| Investments, at fair value (cost $500,436,156) |
$ |
412,410,315 |
||
| Cash and cash equivalents |
3,512,573 |
|||
| Foreign currencies, at value (cost $1,152,744) |
1,121,885 |
|||
| Dividends and interest receivable |
5,939,215 |
|||
| Receivable for investments sold |
6,954,941 |
|||
| |
|
|||
| Total assets |
429,938,929 |
|||
| |
|
|||
| Liabilities |
||||
| Credit facility |
122,403,850 |
|||
| Mandatorily redeemable preferred shares (net of deferred offering costs of $559,174) |
49,440,826 |
|||
| Payable for investments purchased |
2,468,301 |
|||
| Trustees’ fees |
1,014,985 |
|||
| Investment advisory fees payable |
404,064 |
|||
| Other accrued expenses |
609,593 |
|||
| |
|
|||
| Total liabilities |
176,341,619 |
|||
| |
|
|||
| Commitments and Contingencies (Note 7) |
||||
| Net assets |
$ |
253,597,310 |
||
| |
|
|||
| Net Assets |
||||
| Paid-in capital — (unlimited shares authorized — $0.001 par value) |
$ |
361,982,215 |
||
| Accumulated deficit |
(108,384,905 |
) | ||
| |
|
|||
| Net assets |
$ |
253,597,310 |
||
| |
|
|||
| Net asset value, price per share |
||||
| (20,340,315 shares) |
$ |
12.47 |
||
| |
|
|||
See accompanying notes to financial statements.
13
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Statement of Operations
For the Year Ended October 31, 2022
| Investment income |
||||
| Interest income |
$ |
36,425,471 |
||
| Payment-in-kind |
1,569,497 |
|||
| Other income |
243,276 |
|||
| |
|
|||
| Total investment income |
38,238,244 |
|||
| |
|
|||
| Expenses |
||||
| Investment advisory fees |
5,357,740 |
|||
| Credit facility interest expense |
2,096,057 |
|||
| Preferred shares interest expense |
1,979,815 |
|||
| Legal fees |
300,247 |
|||
| Administration fees |
155,546 |
|||
| Tax expense |
131,873 |
|||
| Trustees’ fees |
114,342 |
|||
| Term loan fees |
113,824 |
|||
| Custodian fees |
97,384 |
|||
| Audit and tax fees |
80,659 |
|||
| Shareholder reporting expense |
29,336 |
|||
| Other expenses |
312,495 |
|||
| |
|
|||
| Total expenses |
10,769,318 |
|||
| |
|
|||
| Net investment income |
27,468,926 |
|||
| |
|
|||
| Realized and unrealized (losses) gains |
||||
| Net realized losses on |
||||
| Investments |
$ |
(3,483,257 |
) | |
| Foreign currency transactions |
(501,629 |
) | ||
| |
|
|||
| Net realized losses |
$ |
(3,984,886 |
) | |
| Net change in unrealized (depreciation) appreciation on |
||||
| Investments |
(85,223,819 |
) | ||
| Foreign currency translation |
(495,864 |
) | ||
| Deferred Trustees’ fees |
194,485 |
|||
| |
|
|||
| Net change in unrealized depreciation |
(85,525,198 |
) | ||
| Net realized and unrealized losses |
(89,510,084 |
) | ||
| |
|
|||
| Net decrease in net assets resulting from operations |
$ |
(62,041,158 |
) | |
| |
|
|||
See accompanying notes to financial statements.
14
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Statements of Changes in Net Assets
Year Ended October 31, 2022 |
Year Ended October 31, 2021 |
|||||||
| (Decrease) increase in net assets resulting from operations |
||||||||
| Net investment income |
$ |
27,468,926 |
$ |
28,489,442 |
||||
| Net realized (losses) gains |
(3,984,886 |
) |
13,343,980 |
|||||
| Net change in unrealized (depreciation) appreciation |
(85,525,198 |
) |
22,725,701 |
|||||
| |
|
|
|
|||||
| Net (decrease) increase in net assets resulting from operations |
(62,041,158 |
) |
64,559,123 |
|||||
| |
|
|
|
|||||
| Distributions to shareholders from |
||||||||
| Net investment income |
(25,628,796 |
) |
(25,628,796 |
) | ||||
| |
|
|
|
|||||
| Total distributions |
(25,628,796 |
) |
(25,628,796 |
) | ||||
| |
|
|
|
|||||
| Net (decrease) increase in net assets |
(87,669,954 |
) |
38,930,327 |
|||||
| Net assets |
||||||||
| Beginning of year |
341,267,264 |
302,336,937 |
||||||
| |
|
|
|
|||||
| End of year |
$ |
253,597,310 |
$ |
341,267,264 |
||||
| |
|
|
|
|||||
See accompanying notes to financial statements.
15
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Statement of Cash Flows
Year Ended October 31, 2022 |
||||
| Cash Flows from Operating Activities: |
||||
| Net decrease in net assets resulting from operations |
$ |
(62,041,158 |
) | |
| Adjustments to reconcile net decrease in net assets resulting from operations to net |
||||
| cash provided by operating activities: |
||||
| Proceeds from sales and repayments of investments |
186,596,952 |
|||
| Purchases of investments |
(170,337,652 |
) | ||
| Net change in unrealized depreciation of investments |
85,223,819 |
|||
| Net realized losses from investments |
3,483,257 |
|||
| Net accretion of premiums and discounts |
(2,511,818 |
) | ||
| Payment-in-kind |
(1,569,497 |
) | ||
| Net change in unrealized depreciation on foreign currency translation |
495,864 |
|||
| Net change in unrealized appreciation on Deferred Trustees’ fees |
(194,485 |
) | ||
| Amortization of deferred offering costs |
79,822 |
|||
| Net realized gain on investments (foreign currency related) |
(1,015 |
) | ||
| Changes in assets and liabilities: |
||||
| Decrease in payable for investments purchased |
(28,849,524 |
) | ||
| Decrease in receivable for investments sold |
15,440,222 |
|||
| Increase in dividends and interest receivable |
1,243,869 |
|||
| Increase in Trustees’ fees payable |
91,843 |
|||
| Decrease in investment advisory fees payable |
(83,592 |
) | ||
| Decrease in other accrued expenses |
(50,443 |
) | ||
| |
|
|||
| Net cash provided by operating activities |
27,016,464 |
|||
| |
|
|||
| Cash Flows from Financing Activities |
||||
| Paydown of credit facility |
(47,149,034 |
) | ||
| Proceeds from credit facility |
39,406,692 |
|||
| Cash dividends paid to shareholders |
(25,628,796 |
) | ||
| |
|
|||
| Net cash used in financing activities |
(33,371,138 |
) | ||
| |
|
|||
| Effect of exchange rate changes on cash |
(29,851 |
) | ||
| |
|
|||
| Net decrease in cash and cash equivalents |
(6,384,525 |
) | ||
| |
|
|||
| Cash and Cash Equivalents |
||||
| Beginning balance |
11,018,983 |
|||
| |
|
|||
| Ending balance |
$ |
4,634,458 |
||
| |
|
|||
| Supplemental disclosure of cash flow information: |
||||
| Cash paid for interest expense |
$ |
4,139,196 |
||
See accompanying notes to financial statements.
16
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Financial Highlights
| Year Ended October 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||
| Per share operating performance (1) |
||||||||||||||||||||
| Net asset value, beginning of year |
$ | 16.78 | $ | 14.86 | $ | 15.57 | $ | 17.24 | $ | 18.38 | ||||||||||
| (Loss) income from investment operations |
||||||||||||||||||||
| Net investment income |
1.35 | 1.40 | 1.39 | 1.49 | 1.51 | |||||||||||||||
| Net realized and unrealized (losses) gains |
(4.40 | ) | 1.78 | (0.60 | ) | (1.66 | ) | (0.07 | ) | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total from investment operations |
(3.05 | ) | 3.18 | 0.79 | (0.17 | ) | 1.44 | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Distributions from |
||||||||||||||||||||
| Net investment income |
(1.26 | ) | (1.26 | ) | (1.50 | ) | (1.50 | ) | (1.55 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total distributions |
(1.26 | ) | (1.26 | ) | (1.50 | ) | (1.50 | ) | (1.55 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Dilutive effect of rights offering |
— | — | — | — | (1.03 | ) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Net asset value, end of year |
$ | 12.47 | $ | 16.78 | $ | 14.86 | $ | 15.57 | $ | 17.24 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total return # |
(27.01)% | 36.24% | (3.58)% | 7.55% | 2.84% | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Ratios to average net assets |
||||||||||||||||||||
| Expenses |
3.56% | 3.12% | 3.73% | 3.38% | 3.17% | |||||||||||||||
| Net investment income |
9.08% | 8.49% | 9.65% | 9.07% | 8.63% | |||||||||||||||
| Supplemental data |
||||||||||||||||||||
| Market value/price |
$ | 11.08 | $ | 16.67 | $ | 13.25 | $ | 15.39 | $ | 15.77 | ||||||||||
| Price discount |
(11.15)% | (0.66)% | (10.83)% | (1.16)% | (8.53)% | |||||||||||||||
| Net assets, end of year (000’s) |
$ | 253,597 | $ | 341,267 | $ | 302,336 | $ | 316,670 | $ | 350,601 | ||||||||||
| Portfolio turnover rate |
32.09% | 78.62% | 72.87% | 62.19% | 56.20% | |||||||||||||||
(1) |
Per share calculations were performed using average shares. |
# |
Total return is computed based on New York Stock Exchange market price of the Fund’s shares and excludes the effect of brokerage commissions. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund’s dividend reinvestment plan. |
See accompanying notes to financial statements.
17
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Notes to Financial Statements
1. |
Organization |
KKR Income Opportunities Fund (the “Fund”) was organized on March 17, 2011 as a statutory trust under the laws of the State of Delaware. The Fund is a closed-end registered management investment company, which commenced operations on July 25, 2013. The Fund seeks to generate a high level of current income, with a secondary objective of capital appreciation. The Fund is diversified for purposes of the Investment Company Act of 1940, as amended (the “1940 Act”). KKR Credit Advisors (US) LLC serves as the Fund’s investment adviser (the “Adviser”).
2. |
Summary of Significant Accounting Policies |
Basis of Presentation
— The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are stated in United States (“U.S.”) dollars. The Fund is an investment company following accounting and reporting guidance in Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services — Investment Companies
. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates. Valuation of Investments
— The Board of Trustees (the “Board”) of the Fund has adopted valuation policies and procedures to ensure investments are valued in a manner consistent with GAAP as required by the 1940 Act. The Board designated the Adviser as the valuation designee to perform fair valuations pursuant to Rule 2a-5 under the Investment Company Act of 1940 (the “Valuation Designee”). The Valuation Designee has primary responsibility for implementing the Fund’s valuation policies and procedures. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes.
Assets and liabilities recorded at fair value on the Statement of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, and are as follows:
Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
The types of assets generally included in this category are common stocks listed in active markets.
Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.
The types of assets generally included in this category are high yield securities and certain leveraged loans.
Level 3 — Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
18
|
|
Income Opportunities Fund |
October 31, 2022 | ||
The types of assets generally included in this category are certain leveraged loans, common stocks not actively traded and preferred stocks not actively traded.
A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value.
The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market, and the current market condition. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset. The variability of the observable inputs affected by the factors described above may cause transfers between Levels 1, 2 and/or 3, which the Fund recognizes at the beginning of the period during which the inputs change.
Many financial assets and liabilities have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that the Fund and others are willing to pay for an asset. Ask prices represent the lowest price that the Fund and others are willing to accept for an asset. For financial assets and liabilities whose inputs are based on bid-ask prices, the Fund does not require that fair value always be a predetermined point in the
bid-ask
range. The Fund’s policy is to allow for mid-market pricing and adjust to the point within the bid-ask range that meets the Fund’s best estimate of fair value. Depending on the relative liquidity in the markets for certain assets, the Fund may transfer assets to Level 3 if it determines that observable quoted prices, obtained directly or indirectly, are not available.
Investments are generally valued based on quotations from third party pricing services, unless such a quotation is unavailable or is determined to be unreliable or inadequately representing the fair value of the particular assets. In that case, valuations are based on either valuation data obtained from one or more other third party pricing sources, including broker dealers selected by the Adviser, or will reflect the Valuation Committee’s good faith determination of fair value based on other factors considered relevant. For assets classified as Level 3, valuations are based on various factors including financial and operating data of the company, company specific developments, market valuations of comparable companies and model projections.
Certain unfunded investments in delayed draw term loans and revolving lines of credit may at times be priced at less than par value resulting in a financial liability in the Schedule of Investments. These values are temporary and the funding of the commitment will result in these investments valued as financial assets.
For the year ended October 31, 2022, there have been no significant changes to the Fund’s fair value methodologies.
Investment Transactions —
Investment transactions are accounted for on the trade date, the date the order to buy or sell is executed. Amortization and accretion is calculated using the effective interest method over the holding period of the investment. Realized gains and losses are calculated on the specific identified cost basis. Cash and Cash Equivalents
— Cash and cash equivalents includes cash on hand, cash held in banks and highly liquid investments with original maturities of three or fewer months. Cash equivalents consist solely of money 19
|
|
Income Opportunities Fund |
October 31, 2022 | ||
market funds with financial institutions. As of October 31, 2022, the Fund was invested in the Morgan Stanley Institutional Liquidity Government Portfolio — Institutional Class.
Foreign Currency Transactions
— The books and records of the Fund are maintained in U.S. dollars. All investments denominated in foreign currency are converted to the U.S. dollar using prevailing exchange rates at the end of the reporting period. Income, expenses, gains and losses on investments denominated in foreign currency are converted to the U.S. dollar using the prevailing exchange rates on the dates when the transactions occurred. The Fund bifurcates that portion of the results of operations resulting from changes in foreign exchange rates on investments and from the fluctuations arising from changes in market prices of securities held.
Distributions to Shareholders
— Distributions are declared and paid monthly and distributable net realized capital gains, if any, are declared and distributed at least annually. Distributions to shareholders are recorded on the ex-dividend date. Term Loan Income
— Term Loan Income consists of transaction fees including, but not limited to, assignment, transfer, administration and amendment fees. Fee and other income is recorded when earned, and is recognized in Other income on the Statement of Operations. Income Taxes
— The Fund has elected to be treated and has qualified, and intends to continue to qualify in each taxable year, as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended, and in conformity with the Regulated Investment Company Modernization Act of 2010. The Fund will not be subject to federal income tax to the extent the Fund satisfies the requirements under Section 851 of the Internal Revenue Code, including distributing all of its gross investment company taxable income and capital gains to its shareholders based on the Fund’s fiscal year end of October 31. To avoid imposition of a 4.0% excise tax on undistributed income applicable to regulated investment companies, the Fund intends to declare each year as dividends in each calendar year at least 98.00% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50.0%) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions for the open tax years (2018-2021). However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities, on-going analysis of and changes to tax laws, regulations and interpretations thereof.
As of October 31, 2022, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended October 31, 2022, the Fund did not incur any interest or penalties.
Recent Accounting Pronouncements —
In June 2022, the FASB issued ASU 2022-03 Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.
ASU 2022-03 clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. The new standard also prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU 2022-03 is effective in fiscal years beginning after December 15, 2023, with early adoption permitted. The adoption of this standard is not expected to have a material impact on these financial statements. 20
|
|
Income Opportunities Fund |
October 31, 2022 | ||
3. |
Risk Considerations |
The Fund invests mainly in leveraged loans, high yield securities, common stocks not actively traded and preferred stocks. These investments may involve certain risks, including, but not limited to, those described below:
COVID-19 and Global Economic and Market Conditions
— The Fund is materially affected by market, economic and political conditions and events, such as natural disasters, epidemics and pandemics, wars, supply chain disruptions, economic sanctions, globally and in the jurisdictions and sectors in which it invests or operates, including factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers. For example, COVID-19 has adversely impacted, and any future outbreaks could adversely impact, the markets and economy in general, including the companies in which the Fund invests, and could harm Fund performance. Market, economic and political conditions and events are outside the Adviser’s control and could adversely affect the liquidity and value of the Fund’s investments and reduce the ability of the Fund to make attractive new investments. Market Discount Risk
— The price of the Fund’s common shares of beneficial interest will fluctuate with market conditions and other factors. Shares of closed-end management investment companies frequently trade at a discount from their net asset value, which may increase the risk of loss. Leverage Risk
— Leverage is a speculative technique that may expose the Fund to greater risk and increased costs. When leverage is used, the net asset value and market price of the Fund’s shares and the Fund’s investment return will likely be more volatile. Market Risk
— Bond markets rise and fall daily. As with any investment with performance tied to these markets, the value of an investment in the Fund will fluctuate, which means that shareholders could lose money. Interest Rate Risk
— Interest rates will rise and fall over time. During periods when interest rates are low, the Fund’s yield and total return also may be low. Changes in interest rates also may affect the Fund’s share price and a sharp rise in interest rates could cause the Fund’s share price to fall. The longer the Fund’s duration, the more sensitive to interest rate movements its share price is likely to be. Credit Risk
— The Fund is subject to the risk that a decline in the credit quality of an investment could cause the Fund to lose money or underperform. The Fund could lose money if the issuer or guarantor of an investment fails to make timely principal or interest payments or otherwise honor its obligations. Liquidity Risk
— A particular investment may be difficult to purchase or sell. The Fund may be unable to sell illiquid securities at an advantageous time or price. Prepayment and Extension Risk
— The Fund’s investments are subject to the risk that the investments may be paid off earlier or later than expected. Either situation could cause the Fund to hold investments paying lower than market rates of interest, which could hurt the Fund’s yield or share price. High Yield Risk
— High yield securities and unrated securities of similar credit quality (sometimes called junk bonds) that the Fund may invest in are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments. Foreign Investment Risk
— The Fund’s investments in securities of foreign issuers may involve certain risks that are greater than those associated with investments in securities of U.S. issuers. These include risks of adverse changes in foreign economic, political, regulatory and other conditions; changes in currency exchange rates (the currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, the U.S. dollar will decline in value relative to the currency being hedged) or exchange control regulations (including limitations on currency movements and exchanges); differing accounting, auditing, financial reporting and legal standards and practices; differing securities market structures; and higher transaction costs. These risks may be heightened in connection with investments in emerging markets. 21
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Issuer Risk
— The value of securities may decline for a number of reasons that directly relate to the issuer, such as its financial strength, management performance, financial leverage and reduced demand for the issuer’s goods and services, as well as the historical and prospective earnings of the issuer and the value of its assets. 4. |
Agreements |
Investment Advisory Agreement —
The Adviser provides day-to-day portfolio management services to the Fund and has discretion to purchase and sell investments in accordance with the Fund’s objectives, policies, and restrictions. For the services it provides to the Fund, the Adviser receives an annual fee, payable monthly by the Fund, in an amount equal to 1.1% of the Fund’s average daily Managed Assets (the “Investment Advisory Fee”). “Managed Assets” means the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes). During periods when the Fund is using leverage, the Investment Advisory Fee paid to the Adviser will be higher than if the Fund does not use leverage because the Investment Advisory Fee paid is calculated based on the Fund’s Managed Assets, which includes the assets purchased through leverage.
During the year ended October 31, 2022, the Adviser earned an Investment Advisory Fee of $5.4 million.
Administrator, Custodian and Transfer Agent
— U.S. Bancorp Fund Services, LLC (“Fund Services” or “Administrator”), doing business as U.S. Bank Global Fund Services, serves as the Fund’s administrator pursuant to an administration agreement under which the Administrator provides administrative and accounting services. U.S. Bank N.A. (the “Custodian”) serves as the Fund’s custodian pursuant to a custody agreement. The Custodian is an affiliate of Fund Services.
Fund Services serves as the Fund’s transfer agent pursuant to a transfer agency agreement.
Deferred Trustees’ Compensation
— The Fund has a Deferred Trustees’ Compensation plan (the “Plan”) that allows the Independent Trustees to defer compensation to a future payment period. The compensation is invested in shares of the Fund. The value of a participating Independent Trustee’s deferral account is based on the shares of deferred amounts as designated by the participating Independent Trustees. Changes in the value of the Independent Trustees’ deferral account are included in the Statement of Operations. The accrued obligations under the Plan, including unrealized appreciation (depreciation), are included on the Statement of Assets and Liabilities. Other
— Certain officers of the Fund are also officers of the Adviser. Such officers are paid no fees by the Fund for serving as officers of the Fund. 5. |
Fair Value |
The following table presents information about the Fund’s assets measured at fair value on a recurring basis as of October 31, 2022, and indicates the fair value hierarchy of the inputs utilized by the Fund to determine such fair value:
Investments in securities |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
| Leveraged loans |
$ |
— |
$ |
168,372,229 |
$ |
13,021,333 |
$ |
181,393,562 |
||||||||
| High yield securities |
— |
222,225,393 |
1,262,507 |
223,487,900 |
||||||||||||
| Preferred stocks |
— |
— |
387,585 |
387,585 |
||||||||||||
| Common stocks |
2,638,105 |
— |
4,503,163 |
7,141,268 |
||||||||||||
| Money market fund |
3,261,151 |
— |
— |
3,261,151 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total investments in securities |
$ |
5,899,256 |
$ |
390,597,622 |
$ |
19,174,588 |
$ |
415,671,466 |
||||||||
| |
|
|
|
|
|
|
|
|||||||||
22
|
|
Income Opportunities Fund |
October 31, 2022 | ||
The following are the details of the restricted securities held by the Fund:
| Issuer (1) |
Asset | Par/Shares | Cost | Fair Value |
Acquisition Date |
|
% of Net Assets | |||||||||||||
| Leveraged Loans |
||||||||||||||||||||
| Belk Inc |
TL 1L 02/21 |
8,488,429 | $ | 8,387,326 | $ | 1,577,957 | 2/24/2021 |
0.62% | ||||||||||||
| Belk Inc |
TL 1L 02/21 |
459,875 | 738,211 | 407,564 | 2/24/2021 |
0.16% | ||||||||||||||
| Foresight Energy LLC |
TL 1L A 06/20 |
2,178,174 | 2,178,174 | 2,178,174 | 6/30/2020 |
0.86% | ||||||||||||||
| Total Safety US Inc |
TL 1L B 07/19 |
5,252,686 | 5,062,590 | 5,016,315 | 8/13/2019 |
1.98% | ||||||||||||||
| USIC Holdings Inc |
TL 2L 05/21 |
431,521 | 427,655 | 399,157 | 5/7/2021 |
0.16% | ||||||||||||||
| Yak Access LLC |
TL 1L 11/22 |
934,889 | 925,540 | 925,540 | 10/28/2022 |
0.36% | ||||||||||||||
| Common Stock |
||||||||||||||||||||
| CTI Foods Holding Co LLC |
Common Stock |
955 | 112,798 | — | 5/3/2019 |
0.00% | ||||||||||||||
| Foresight Energy LLC |
Common Stock |
320,381 | 3,665,560 | 4,080,359 | 6/30/2020 |
1.61% | ||||||||||||||
| Trade Claim |
||||||||||||||||||||
| Quorum Health Corp |
Trade Claim |
3,964,000 | 1,868,416 | 399,968 | 6/1/2018 |
0.16% | ||||||||||||||
| |
|
|
|
|||||||||||||||||
| Total |
$ | 23,366,270 | $ | 14,985,034 | ||||||||||||||||
| |
|
|
|
|||||||||||||||||
| (1) | Refer to the Schedule of Investments for more details on securities listed. |
The following is a reconciliation of the investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| Leveraged Loans |
High Yield Securities |
Preferred Stocks |
Common Stocks |
|||||||||||||
| Balance at October 31, 2021 |
$ | 9,485,763 | $ | — | $ | 409,050 | $ | 4,697,082 | ||||||||
| Transfer into Level 3 |
— | 1,271,003 | — | — | ||||||||||||
| Purchases |
3,820,132 | — | — | — | ||||||||||||
| Sales and paydowns |
(43,026 | ) | — | — | — | |||||||||||
| Settlements |
26,601 | 7,151 | — | — | ||||||||||||
| Net change in depreciation |
(268,692 | ) | (15,647 | ) | (21,465 | ) | (193,919 | ) | ||||||||
| Net realized gain |
555 | — | — | — | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance as of October 31, 2022 |
$ | 13,021,333 | $ | 1,262,507 | $ | 387,585 | $ | 4,503,163 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net change in depreciation of investments held at October 31, 2022 |
$ | (268,692 | ) | $ | (15,647 | ) | $ | (21,465 | ) | $ | (193,919 | ) | ||||
| |
|
|
|
|
|
|
|
|||||||||
23
|
|
Income Opportunities Fund |
October 31, 2022 | ||
The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 as of October 31, 2022:
| Financial Asset |
Fair Value | Valuation Technique (1) |
Unobservable Inputs (2) |
Range (Weighted Average) (3) |
||||||||
| Leveraged Loans |
$ | 13,021,333 | Yield Analysis | Yield | 7.1% - 15.5% (11.9%) |
|||||||
| Discount Margin | 0.0% - 4.8% (3.9%) |
|||||||||||
| EBITDA Multiple | 2.6x - 12.1x (9.7x) |
|||||||||||
| Net Leverage | 0.6x - 11.3x (5.5x) |
|||||||||||
| High Yield Securities |
$ | 1,262,507 | Yield Analysis | Yield | 14.0% | |||||||
| Discount margin | 1.0% | |||||||||||
| EBITDA multiple | 10.0x | |||||||||||
| Net leverage | 7.1x | |||||||||||
| Preferred Stocks |
$ | 387,585 | Market Comparables | LTM Revenue | 8.3x | |||||||
| Illiquidity Discount | 20.0% | |||||||||||
| FWD EBITDA | 8.0x | |||||||||||
| Common Stocks |
$ | 4,503,163 | Market Comparables | FWD EBITDA | 2.6x - 8.0x (2.6x) |
|||||||
| Illiquidity Discount | 15.0% - 20.0% |
|||||||||||
| Discounted Cash Flows | WACC | 25.0% | ||||||||||
| (1) | For the assets that have more than one valuation technique, the Fund may rely on the techniques individually or in aggregate based on a weight ascribed to each one ranging from 0.0%-100.0%. When determining the weighting ascribed to each valuation methodology, the Fund considers, among other factors, the availability of direct market comparables, the applicability of a discounted cash flow analysis and the expected hold period and manner of realization for the investment. These factors can result in different weightings among the investments and in certain instances, may result in up to a 100.0% weighting to a single methodology. |
| (2) | The significant unobservable inputs used in the fair value measurement of the Fund’s assets and liabilities may include the last twelve months (“LTM”) EBITDA multiple, weighted average cost of capital, discount margin, probability of default, loss severity and constant prepayment rate. In determining certain of these inputs, management evaluates a variety of factors including economic, industry and market trends and developments, market valuations of comparable companies, and company specific developments including potential exit strategies and realization opportunities. Significant increases or decreases in any of these inputs in isolation could result in significantly lower or higher fair value measurement. |
| (3) | Weighted average amounts are based on the estimated fair values. |
6. |
Investment Transactions |
The cost of investments purchased and the proceeds from the sale of investments, other than short-term investments, for the year ended October 31, 2022 were as follows:
| Purchases |
$ | 170,337,652 | ||
| Sales |
$ | 186,596,952 | ||
There were no purchases or sales of U.S. Government securities.
7. |
Commitments and Contingencies |
Under the Fund’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum
24
|
|
Income Opportunities Fund |
October 31, 2022 | ||
liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Fund. However, based on experience, management expects the risk of loss to be remote.
8. |
Federal Income Taxes |
The timing and characterization of certain income, capital gains, and return of capital distributions are determined annually in accordance with federal tax regulations, which may differ from GAAP. As a result, the net investment income and net realized losses on investment transactions for a reporting period may differ significantly from distributions during such period. These book to tax differences may be temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital, accumulated net investment income or accumulated net realized losses, as appropriate, in the period in which the differences arise.
As of October 31, 2022, the following permanent differences have been reclassified (to)/from the following accounts:
| Undistributed Net Investment Income |
Accumulated Net Realized Loss |
Paid-in Capital | ||
| $(289,946) | $502,006 | $(212,060) | ||
The tax character of distributions declared for the year ended October 31, 2022 and 2021 were as follows:
| Ordinary Income |
Total | |||||||
| October 31, 2022* |
$ | 25,628,796 | $ | 25,628,796 | ||||
| October 31, 2021 |
$ | 25,628,796 | $ | 25,628,796 | ||||
| * | The final tax character of any distribution declared during the year ended October 31, 2022 will be determined in January 2023 and reported to shareholders on IRS Form 1099-Div in accordance with federal income tax regulations. |
As of October 31, 2022 the components of accumulated losses on a tax basis for the Fund are as follows:
| Undistributed Ordinary Income |
Net Unrealized Depreciation |
Other Temporary Differences |
Total Accumulated Losses | |||
| $4,882,046 | $(84,689,862) | $(28,577,089) | $(108,384,905) | |||
Net capital losses earned may be carried forward indefinitely and must retain the character of the original loss. During the year ended October 31, 2022, the Fund did not utilize any capital loss carry-forwards. As of October 31, 2022, the Fund had non-expiring capital loss carry-forwards of $27.7 million.
As of October 31, 2022, the total cost of securities for federal income tax purposes and the aggregate gross unrealized appreciation and depreciation for securities held by the Fund are as follows:
| Federal Tax Cost |
Aggregate Gross Unrealized Appreciation |
Aggregate Gross Unrealized Depreciation |
Net Unrealized Depreciation | |||
| $500,555,393 | $2,559,203 | $(87,249,065) | $(84,689,862) | |||
25
|
|
Income Opportunities Fund |
October 31, 2022 | ||
9. |
Credit Facility |
In October 2019, the Fund entered into a credit agreement (the “State Street Credit Facility”) with State Street Bank and Trust Company (“State Street”). The State Street Credit Facility provides for loans to be made in U.S. dollars and certain foreign currencies to an aggregate amount of $160.0 million, with an “accordion” feature that allows the Fund, under certain circumstances, to increase the size of the facility to a maximum of $225.0 million. The Fund may reduce or terminate the commitments under the State Street Credit Facility with three business days’ notice. State Street is required to provide the Fund with 270 days’ notice prior to terminating the State Street Credit Facility.
Prior to December 30, 2021, interest on the State Street Credit Facility was generally based on the London Interbank Offered Rate (“LIBOR”), or with respect to borrowings in foreign currencies, on a base rate applicable to such currency borrowing, plus a spread of 0.75%. On December 30, 2021, the Fund amended the State Street Credit Facility to replace the LIBOR with the Secured Overnight Financing Rate and added an additional spread adjustment of 0.12%-0.33% for borrowings denominated in the British pound. The Fund also pays a commitment fee on any unused commitment amounts between 0.15% and 0.25%, depending on utilization levels. As of October 31, 2022, the Fund was in compliance with the terms of the State Street Credit Facility. The carrying value of the State Street Credit Facility approximates fair value due to variable interest rates that periodically reset to market rates. The fair value was determined using Level 2 inputs in the fair value hierarchy.
The components of interest expense, average interest rates (i.e., base interest rate in effect plus the spread) and average outstanding balances for the Fund’s credit facilities for the year ended October 31, 2022 were as follows:
| Stated interest expense |
$ | 2,071,638 | ||
| Unused commitment fees |
24,419 | |||
| |
|
|||
| Total interest expense |
$ | 2,096,057 | ||
| |
|
|||
| Weighted average interest rate |
1.55 | % | ||
| Average borrowings |
$ | 134,377,072 | ||
10. |
Mandatorily Redeemable Preferred Shares |
On October 15, 2019, the Fund issued 10-year mandatorily redeemable preferred shares (the “MRPS”). The Fund authorized and issued 2.0 million MRPS with a total liquidation value of $50.0 million. The final redemption date of the MRPS is October 31, 2029. The Fund makes quarterly dividend payments on the MRPS at an annual dividend rate of 3.81%. The fair value of the MRPS approximates its par value as of October 31, 2022. This fair value is based on Level 2 inputs under the fair value hierarchy.
Offering costs incurred in connection with the issuance of the MRPS have been recorded, and are being deferred and amortized through the final redemption date of the MRPS. The amortization of these costs is included in preferred shares interest expense in the Statement of Operations.
26
|
|
Income Opportunities Fund |
October 31, 2022 | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees of KKR Income Opportunities Fund
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of KKR Income Opportunities Fund (the “Fund”), including the schedule of investments, as of October 31, 2022, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, and the results of its operations and its cash flows for the year then ended, the changes in its 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 and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights 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 and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. 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 and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2022, by correspondence with the custodians, loan agents and brokers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Yours truly,
December 21, 2022
We have served as the auditor of KKR Income Opportunities Fund since 2013.
27
|
|
Income Opportunities Fund |
October 31, 2022 | ||
VOTING RESULTS FROM THE MARCH 18, 2022 SHAREHOLDER MEETING
At the Annual Meeting of Shareholders held on March 18, 2022, shareholders approved the election of Catherine B. Sidamon-Eristoff as a Class II Trustee to the Board of Trustees to serve a three year term expiring in 2025 based on the following results:
Total Outstanding Shares |
22,340,315 | |||
Total Shares Voted |
16,997,974 | |||
For |
16,547,980 | |||
Withheld |
449,994 | |||
At the Annual Meeting of Shareholders held on March 18, 2022, preferred shareholders approved the election of Tobin V. Levy as a Class II Trustee to the Board of Trustees to serve a three year term expiring in 2025 based on the following results:
Total Outstanding Shares |
2,000,000 | |||
Total Shares Voted |
1,040,000 | |||
For |
1,040,000 | |||
Withheld |
0 | |||
28
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Trustees and Officers
Trustees and Officers of KKR Income Opportunities Fund
| Name, Age and Address | Position(s) Held with the Fund |
Term of Office and Length of Service |
Principal Occupation(s) During Past Five Years and Other Relevant Experience |
Number of Portfolios in Fund Complex Overseen by Trustee (2) |
Other Directorships Held by Trustee (3) | |||||
Interested Trustees (1 ) | ||||||||||
Eric Mogelof (47) KKR Credit Advisors (US) LLC 555 California Street 50th Floor San Francisco, CA 94104 |
Trustee, Chair and President | Since December 2020 | Global head of KKR’s Client and Partner Group and Member of KKR (Since 2020); Head of U.S. Global Wealth Management (2017-2020) and Head of Asia Pacific (2014-2017), PIMCO. | 2 | None. | |||||
Independent Trustees (1 ) |
||||||||||
Tobin V. Levy (78) KKR Credit Advisors (US) LLC 555 California Street 50th Floor San Francisco, CA 94104 |
Trustee | Since July 2013 | Executive Vice President & Chief Financial Officer, Local Initiatives Support Corporation (non-profit support and resources) (2011-2014). | 2 | None. | |||||
Jeffrey L. Zlot (50) KKR Credit Advisors (US) LLC 555 California Street 50th Floor San Francisco, CA 94104 |
Trustee | Since July 2013 | Managing Director, Tiedemann Advisors (formerly, Tiedemann Wealth Management) (investment consultant and investment banking) (since 1997). | 2 | None. | |||||
Michael E. Cahill (71) KKR Credit Advisors (US) LLC 555 California Street 50th Floor San Francisco, CA 94104 |
Trustee | Since July 2013 | Executive Vice President (2008-2013) and Managing Director and General Counsel (1991-2013), The TCW Group, Inc. and Trust Company of the West (financial services firm). | 2 | None. | |||||
Catherine Sidamon-Eristoff (58) KKR Credit Advisors (US) LLC 555 California Street 50th Floor San Francisco, CA |
Trustee | Since December 2019 | Treasurer and Board Member, C-Change Conversations (non-profit organization) (Since 2017) Board Member, FlexPaths LLC (workplace strategy and consulting firm) (Since 2008) Managing Director, Constellation Wealth Advisors (financial services firm) (2007-2015). |
2 | None. | |||||
| (1) | “Independent Trustees” are those trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Fund, and “Interested Trustees” are those trustees who are interested persons of the Fund. Mr. Mogelof is an Interested Trustee because he is a Member of KKR, the parent company of the Adviser. |
| (2) | The Fund Complex is comprised of the Fund, KKR Real Estate Select Trust and KKR Credit Opportunities Portfolio. |
| (3) | This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., “public companies”) or other investment companies registered under the 1940 Act. |
29
|
|
Income Opportunities Fund |
October 31, 2022 | ||
| Name and Age | Position(s) Held with Fund |
Term of Office and Length of Service |
Principal Occupation(s) During Past Five Years and Other Relevant Experience | |||
Principal Officers who are not Trustees |
||||||
| Thomas Murphy (55) | Treasurer, Chief Financial Officer and Chief Accounting Officer | Since June 2017 | Chief Financial Officer, KKR Financial Holdings LLC (since 2015); Director (Finance & Accounting), KKR Credit Advisors (US) LLC (since 2012); Chief Accounting Officer, KKR Financial Holdings LLC (since 2009); Managing Director, KKR Credit Advisors (US) LLC (since 2021). | |||
Michael Nguyen (40) |
Chief Compliance Officer | Since June 2022 | Principal, KKR Credit Advisors (US) LLC (2013-present). | |||
Lori Hoffman (34) |
Secretary and Vice President | Since June 2022 | Principal, KKR Credit Advisors (US) LLC (2020-present); Associate, Dechert LLP (2013-2020). | |||
30
|
|
Income Opportunities Fund |
October 31, 2022 | ||
Recent Changes
The following information is a summary of certain changes during the fiscal year ended October 31, 2022. This information may not reflect all of the changes that have occurred since you purchased the Fund.
During the applicable period, there have been: (i) no material changes to the Fund’s investment objectives and policies that constitute its principal portfolio emphasis that have not been approved by shareholders, (ii) no material changes to the Fund’s principal risks, (iii) no changes to the persons primarily responsible for management of the Fund; and (iv) no changes to the Fund’s charter or
day-to-day
by-laws
that would delay or prevent a change of control that have not been approved by shareholders. Investment Objectives
The Fund’s primary investment objective is to seek a high level of current income with a secondary objective of capital appreciation. There can be no assurance that the Fund will achieve its investment objectives or be able to structure its investment portfolio as anticipated.
Investment Strategies
The Fund seeks to achieve its investment objectives by employing a dynamic strategy of investing in a targeted portfolio of loans and fixed-income instruments of U.S. and
non-U.S.
issuers and implementing hedging strategies in order to seek to achieve attractive risk-adjusted returns. Under normal market conditions, the Fund invests at least 80% of its Managed Assets in loans and fixed-income instruments or other instruments, including derivative instruments, with similar economic characteristics (the “80% Policy”). “Managed Assets” means the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes). The Fund invests primarily in first- and second-lien secured loans, unsecured loans and high-yield corporate debt instruments of varying maturities. The Fund tactically and dynamically allocates its assets in varying types of credit instruments based on its analysis of the credit markets, which may result in the Fund’s portfolio becoming concentrated in a particular type of credit instrument (such as senior secured floating rate and fixed-rate loans (“Senior Loans”) or corporate bonds) and substantially less invested in other types of credit instruments. The instruments in which the Fund invests may be rated investment grade or below investment grade by a nationally recognized statistical rating organization (an “NRSRO”), or unrated. The Fund’s investments in below investment grade loans and fixed-income instruments are commonly referred to as “high-yield” or “junk” instruments and are considered speculative with respect to the issuer’s capacity to pay interest and repay principal. The Fund may invest in debt instruments of financially troubled companies (sometimes known as “stressed” or “distressed” securities). The Fund also may invest in common stocks and other equity securities, including preferred stocks. The Fund seeks to tactically and dynamically allocate capital across companies’ capital structures where the Adviser believes its due diligence process has identified compelling investment opportunities, including where the Adviser has identified issuer distress, event-driven misvaluations of securities or capital market inefficiencies.
The Fund may invest in any one or in any combination of fixed-rate and floating rate fixed-income instruments; listed and unlisted corporate debt obligations; convertible securities; collateralized debt obligations (“CDOs”), collateralized bond and collateralized loan obligations; bank obligations; U.S. government securities and debt issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia); preferred securities and trust preferred securities; structured securities; and when-issued securities and forward commitments. The Fund may engage in short sales for investment and risk management purposes. The Fund may also invest in securities of exchange-traded funds (“ETFs”) and
closed-end
funds to the extent permitted by law. The Adviser will periodically rebalance the Fund’s allocation of assets among different types of credit instruments based on absolute and relative value considerations and its analysis of the credit markets in order to seek to optimize the Fund’s allocation to credit instruments that the Adviser believes are positioned to contribute to the achievement of the Fund’s inves
tment objectives under the market conditions existing at the time of investment. 31
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Income Opportunities Fund |
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The Adviser, a subsidiary of KKR & Co. Inc. (together with the Adviser and its other affiliates, “KKR”), utilizes KKR’s global network of resources, due diligence skills, intellectual capital and experience in investing to seek to achieve the Fund’s investment objectives. The Adviser employs a fundamentally-driven investment philosophy which is based on deep credit underwriting and rigorous financial analysis. Because KKR has deep experience in credit and private equity underwriting, the Adviser’s investment approach is designed to incorporate valuable characteristics of both. The Adviser will seek to reallocate the portfolio of the Fund to opportunistically emphasize those investments, categories of investments and geographic exposures believed to be best suited to the current investment and interest rate environment and market outlook. The Fund invests globally in U.S. and
non-U.S.
issuers’ obligations, including those of emerging market issuers, and such obligations may be U.S. dollar denominated as well as non-U.S.
dollar denominated. In pursuing its investment objectives or for hedging purposes, the Fund may engage in short selling and may invest in various types of derivatives, including structured products, swaps, forward contracts, futures contracts and options. Derivative instruments will be counted toward the 80% Policy to the extent they have economic characteristics similar to the securities included within the 80% Policy. For purposes of the 80% Policy, the Fund values its derivative instruments based on their market value.
The Fund’s investment objectives and investment strategies are not fundamental, unless otherwise noted in the Fund’s SAI, and can be changed without the vote of the Fund’s shareholders by the board of trustees of the Fund (the “Board”).
The Adviser believes that changing investment and interest rate environments over time offer attractive investment opportunities in the markets for credit obligations, as well as varying degrees of investment risk. To both capitalize on attractive investments and effectively manage potential risk, the Adviser believes that the combination of a thorough and continuous credit analysis (including an analysis of an issuer’s ability to make loan or debt payments when due) and the ability to reallocate the portfolio of the Fund among different categories of investments at different points in the credit cycle (i.e., the cycle between overall positive economic environments and less positive economic environments for credit obligations) is critical to achieving higher risk-adjusted returns, including higher current income and/or capital appreciation, relative to other high-yielding investments. The Adviser will seek to reallocate the portfolio of the Fund to opportunistically emphasize those investments, geographies and categories of investments best suited to the current investment and interest rate environment and market outlook.
As part of its investment strategy, the Fund may sell short positions in investments that the Adviser believes will underperform, due to a greater sensitivity to earnings growth of the issuer, default risk and interest rates. The Fund may sell short certain securities, including, but not limited to, U.S. Treasuries, investment grade and high-yield corporate bonds, either for investment and/or hedging and/or financing purposes. The Adviser expects that most of its short investments will be in U.S. Treasuries and investment grade bonds. Because these securities have historically low upward volatility, this may serve to reduce the Fund’s risk of loss from short sales. Short positions in high-yield corporate bonds will have a fixed coupon and may have a longer duration and weighted average life than loan investments. The Adviser may engage in short sales on loans.
The Fund may also use credit default swaps to express a negative credit view on a loan or other investment. If the Fund purchases protection under a credit default swap and no credit event occurs on the reference obligation, the Fund will have made a series of periodic payments and recover nothing of monetary value. However, if a credit event occurs on the reference obligation, the Fund (if the buyer of protection) will receive the full notional value of the reference obligation through a cash payment in exchange for the reference obligation or alternatively, a cash payment representing the difference between the expected recovery rate and the full notional value.
During an expanding or normal economic cycle, the strategy of buying U.S. and foreign loans and fixed-income instruments that are rated below investment grade is designed to generate a consistent level of monthly income and capital appreciation. However, during general economy or market downturns, the “short” strategy of having sold borrowed securities that the Adviser believes could decline in price may help lessen the impact of a significant decline in the value of the Fund’s long holdings.
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The Fund’s portfolio
turnover
rate may vary from year to year. The Fund generally expects, under normal market conditions, its portfolio turnover to be up to 100%. Because it is difficult to predict accurately portfolio turnover rates, actual turnover may be higher or lower. A high portfolio turnover rate increases a fund’s transaction costs (including brokerage commissions and dealer costs), which would adversely impact a fund’s performance. Higher portfolio turnover may result in the realization of more short-term capital gains than if a fund had lower portfolio turnover. See “Risk Factors — Portfolio Turnover Risk.” Risk Factors
Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or all of your investment. Below is a summary of the principal risks of investing in the Fund. You should consider carefully the following principal risks before investing in the Fund. The Fund is not intended to be a complete investment program.
Investment and Market Risk
.
The Fund is materially affected by market, economic and political conditions and events, such as natural disasters, epidemics and pandemics, globally and in the jurisdictions and sectors in which it invests or operates, including factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers. For example,
COVID-19
adversely impacted, and any future outbreaks could adversely impact, the markets and economy in general, including the companies in which the Fund invests, and could harm Fund performance. Epidemics and pandemics have and may further result in, among other things, travel restrictions, closure of international borders, certain businesses and securities markets, restrictions on securities trading activities, quarantines, supply chain disruptions and reduced consumer demand, as well as general concern and uncertainty. Market, economic and political conditions and events are outside the Adviser’s control and could adversely affect the liquidity and value of the Fund’s investments and reduce the ability of the Fund to make attractive new investments. Ongoing events in the subprime mortgage market and other areas of the fixed income markets have caused significant dislocations, illiquidity and volatility in the leveraged loan and bond markets, as well as in the wider global financial markets. To the extent portfolio companies and other issuers of the Fund’s portfolio investments participate in or have exposure to such markets, the results of their operations could be adversely affected. In addition, to the extent that such economic and market events and conditions reoccur, this would have a further adverse impact on the availability of credit to businesses generally. Global economic conditions could adversely impact the financial resources and credit quality of corporate and other borrowers in which the Fund invests and result in the inability of such borrowers to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such defaults, the Fund could suffer a partial or total loss of their investment in such borrowers, which would, in turn, have an adverse effect on the Fund’s returns. Such economic and market events and conditions also could restrict the ability of the Fund to sell or liquidate investments at favorable times or for favorable prices (although such events and conditions would not necessarily foreclose the Fund’s ability to hold such investments until maturity). It is possible that the value of the Fund’s investments will not generate expected current proceeds or appreciate as anticipated and could suffer a loss. Trends and historical events do not imply, forecast or predict future events and past performance is not necessarily indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations currently held by the Adviser will prove correct, and actual events and circumstances can vary significantly.
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Income Opportunities Fund |
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The Fund will, from time to time, be subject to risk arising from a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution could cause a series of defaults by the other institutions. This is sometimes referred to as “systemic risk” and could adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Fund interacts on a daily basis.
Market Discount Risk
.
closed-end
investment companies like the Fund frequently trade at a discount from their NAV. Common shares of closed-end
investment companies like the Fund have traded at prices higher than their NAV during some periods and have traded at prices lower than their NAV during other periods. The Fund cannot assure you that its common shares will trade at a price higher than or equal to NAV in the future. The Fund’s NAV will be reduced immediately following this offering by the sales load and the amount of offering expenses paid by the Fund. In addition to NAV, the market price of the Fund’s common shares may be affected by such factors as distribution levels and stability (which are in turn affected by expenses, regulation affecting the timing and character of Fund distributions and other factors), portfolio credit quality, liquidity, market supply and demand and similar other factors relating to the Fund’s portfolio holdings. The Fund’s market price may also be affected by general market, economic or political conditions. The common shares are designed primarily for long-term investors and should not be viewed as a vehicle for trading purposes. This risk may be greater for investors who sell their common shares in a relatively short period of time after completion of the initial offering. You should not purchase common shares of the Fund if you intend to sell them shortly after purchase. Fixed-Income Instruments Risk
.
From time to time, the obligor of a fixed-income instrument will not be able or willing to pay interest or to repay principal when due in accordance with the terms of the associated agreement. An obligor’s willingness and ability to pay interest or to repay principal due in a timely manner will be affected by, among other factors, its cash flow. Commercial bank lenders could be able to contest payments to the holders of other debt obligations of the same obligor in the event of default under their commercial bank loan agreements.
Interest Rate Risk
.
non-U.S.
financial markets. The Fund expects that it will periodically experience imbalances in the interest rate sensitivities of its assets and liabilities and the relationships of various interest rates to each other. In a changing interest rate environment, the Adviser might not be able to manage this risk effectively. If the Adviser is unable to manage interest rate risk effectively, the Fund’s performance could be adversely affected. Senior Loans Risk.
anticipated.
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Income Opportunities Fund |
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Senior Loans usually include restrictive covenants, which must be maintained by the borrower. The Fund will, from time to time, have an obligation with respect to certain senior secured term loan investments to make additional loans upon demand by the borrower. Such instruments, unlike certain bonds, usually do not have call protection. This means that such interests, although having a stated term, can be prepaid, often without penalty. The rate of such prepayments will be affected by, among other things, general business and economic conditions, as well as the financial status of the borrower. Prepayment would cause the actual duration of a Senior Loan to be shorter than its stated maturity.
Senior Loans typically are secured by pledges of collateral from the borrower in the form of tangible and intangible assets. In some instances, the Fund invests in Senior Loans that are secured only by stock of the borrower or its subsidiaries or a
ffiliate
s. The value of the collateral could decline below the principal amount of the senior secured term loans subsequent to an investment by the Fund. Senior Loans generally are not registered with the Securities and Exchange Commission (“SEC”), or any state securities commission and are not listed on any national securities exchange. There is less readily available or reliable information about most Senior Loans than is the case for many other types of securities, including securities issued in transactions registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No active trading market exists for some Senior Loans, and some Senior Loans are subject to restrictions on resale. A secondary market could be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which could impair the Fund’s ability to realize full value and thus cause a material decline in the Fund’s NAV. In addition, at times, the Fund will not be able to readily dispose of its Senior Loans at prices that approximate those at which the Fund could sell such loans if they were more widely traded and, as a result of such illiquidity, the Fund will, from time to time, have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. During periods of limited supply and liquidity of Senior Loans, the Fund’s yield could be lower. See “Risk Factors — Below Investment Grade Instruments Risk.”
If legislation or government regulations impose additional requirements or restrictions on the ability of financial institutions to make loans, the availability of Senior Loans for investment by the Fund will be adversely affected. In addition, such requirements or restrictions could reduce or eliminate sources of financing for certain Borrowers. This would increase the risk of default.
Credit Risk.
non-payment
of scheduled interest or principal by the borrowers with respect to such investments. Such non-payment
would likely result in a reduction of income to the Fund and a reduction in the value of the debt investments experiencing non-payment.
The Fund will, from time to time, invest in investments that the Adviser believes are secured by specific collateral, the value of which exceeds the principal amount of the investments at the time of initial investment. There can be no assurance, though, that the liquidation of any such collateral would satisfy the borrower’s obligation in the event of
non-payment
of scheduled interest or principal payments with respect to such investment or that such collateral could be readily liquidated. In addition, in the event of bankruptcy of a borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing an investment. Under certain circumstances, collateral securing an investment will be released without the consent of the Fund. The Fund, from time to time, also invests in high yield instruments and other unsecured investments, each of which involves a higher degree of risk than Senior Loans. The Fund’s right to payment and its security interest, if any, could be subordinated to the payment rights and security interests of more senior creditors. Certain of these investments will have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In this case, a portfolio company’s ability to repay the principal of an investment could be dependent upon a liquidity event or the long-term success of the company, the occurrence of which is uncertain. Companies in which the Fund invests could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment or an economic downturn. As a result, companies that the Fund expected to be stable could operate, or expect to operate, at a loss or have significant
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Income Opportunities Fund |
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variations in op
erat
ing results, could require substantial additional capital to support their operations or maintain their competitive position or could
otherwise have a weak financial condition or be experiencing financial distress. Leverage Risk
.
The 1940 Act generally limits the extent to which the Fund is able to use borrowings, together with any other senior securities representing indebtedness, to 33 and 1/3% of the Fund’s Managed Assets at the time used.
The SEC rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies requires the Fund to trade derivatives and other transactions that create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions) subject to (“VaR”) leverage limits and derivatives risk management program and reporting requirements. Generally, these requirements apply unless the Fund satisfies a “limited derivatives users” exception. When the Fund trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the Fund’s asset coverage ratio as discussed above or treat all such transactions as derivatives transactions. Reverse repurchase agreements or similar financing transactions aggregated with other indebtedness do not need to be included in the calculation of whether a fund satisfies the limited derivatives users exception, but for funds subject to the VaR testing requirement, reverse repurchase agreements and similar financing transactions must be included for purposes of such testing whether treated as derivatives transactions or not. The SEC also provided guidance in connection with the new rule regarding the use of securities lending collateral that may limit the Fund’s securities lending activities. In addition, the Fund is permitted to invest in a security on a when-issued or forward-settling basis, or with a
value-at-risk
non-standard
settlement cycle, and the transaction will be deemed not to involve a senior security, provided that (i) the Fund intends to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date (the “Delayed-Settlement Securities Provision”). The Fund may otherwise engage in such transactions that do not meet the conditions of the Delayed-Settlement Securities Provision so long as the Fund treats any such transaction as a “derivatives transaction” for purposes of compliance with the rule. Furthermore, under the rule, the Fund will be permitted to enter into an unfunded commitment agreement, and such unfunded commitment agreement will not be subject to the asset coverage requirements under the 1940 Act, if the Fund reasonably believes, at the time it enters into such agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all such agreements as they come due. These requirements may limit the ability of the Fund to use derivatives and reverse repurchase agreements and similar financing transactions as part of its investment strategies. These requirements may increase the cost of the Fund’s investments and cost of doing business. Use of leverage creates an opportunity for increased income and return for Common Shareholders but, at the same time, creates risks, including the likelihood of greater volatility in the NAV and market price of, and distributions on, the common shares. Increases and decreases in the value of the Fund’s portfolio will be magnified if the Fund uses leverage. In particular, leverage can magnify interest rate risk, which is the risk that the prices of portfolio securities will fall (or rise) if market interest rates for those types of securities rise (or fall). As a result, leverage can cause greater changes in the Fund’s NAV, which will be borne entirely by the Common Shareholders. There can be no assurance that the Fund will use leverage or that its leveraging strategy will be successful during any period in which it is employed. The Fund will, from time to time, be subject to investment restrictions of one or more NRSROs and/or credit facility lenders as a result of its use of financial leverage. These restrictions could impose asset coverage or portfolio composition requirements that are more stringent than those imposed on the Fund by the 1940 Act. It is not anticipated that these covenants or portfolio requirements will significantly impede the Adviser in managing the Fund’s portfolio in accordance with its investment objectives and policies. Nonetheless, if these covenants or guidelines are more restrictive than those imposed by the 1940
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Income Opportunities Fund |
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Act, the Fund will not be able to use as much leverage as it otherwise could have, which could reduce the Fund’s investment returns. In addition, the Fund expects that any notes it issues or credit facility it enters into would contain covenants that, among other things, impose geographic exposure limitations, credit quality minimums, liquidity minimums, concentration limitations and currency hedging requirements on the Fund. These covenants would also likely limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change fundamental investment policies and engage in certain transactions, including mergers and consolidations. Such restrictions could cause the Adviser to make different investment decisions than if there were no such restrictions and could limit the ability of the Board and Common Shareholders to change fundamental investment policies.
The costs of a financial leverage program (including the costs of offering preferred shares and notes) will be borne entirely by Common Shareholders and consequently will result in a reduction of the NAV of the common shares. During periods in which the Fund is using leverage, the fees paid by the Fund for investment advisory services will be higher than if the Fund did not use leverage because the investment advisory fees paid will be calculated on the basis of the Fund’s Managed Assets, which includes proceeds from (and assets subject to) any credit facility, margin facility, any issuance of preferred shares or notes, any reverse repurchase agreements, dollar rolls or similar transactions. This will create a conflict of interest between the Adviser, on the one hand, and Common Shareholders, on the other hand. To seek to monitor this potential conflict, the Board intends to periodically review the Fund’s use of leverage, including its impact on Fund performance and on the Adviser’s fees.
The Fund can also offset derivative positions against one another or against other assets to manage the effective market exposure resulting from derivatives in its portfolio. In addition, to the extent that any offsetting positions do not behave in relation to one another as expected, the Fund could perform as if it were leveraged. The Fund’s use of leverage could create the opportunity for a higher return for Common Shareholders but would also result in special risks for Common Shareholders and can magnify the effect of any losses. If the income and gains earned on the securities and investments purchased with leverage proceeds are greater than the cost of the leverage, the return on the common shares will be greater than if leverage had not been used. Conversely, if the income and gains from the securities and investments purchased with such proceeds do not cover the cost of leverage, the return on the common shares will be less than if leverage had not been used. There is no assu
ranc
e that a leveraging strategy will be successful. Special Risk for Holders of Subscription Rights
Potential Dilution in Rights Offerings Risk.
There is also a risk that the Fund’s largest shareholders may increase their percentage ownership in and control of the Fund through the exercise of the primary subscription and any over-subscription privilege.
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Income Opportunities Fund |
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Subordinated and Unsecured or Partially Secured Loans Risk.
Mezzanine Securities Risk.
en
erally are subject to various risks including, without limitation: (i) a subsequent characterization of an investment as a “fraudulent conveyance;” (ii) the recovery as a “preference” of liens perfected or payments made on account of a debt in the 90 days before a bankruptcy filing; (iii) equitable subordination claims by other creditors; (iv) so-called
“lender liability” claims by the issuer of the obligations; and (v) environmental liabilities that arise with respect to collateral securing the obligations. Below Investment Grade Instruments Risk.
over-the-counter
Stressed and Distressed Investments Risk.
xten
ded period of time. Troubled company investments and other distressed asset-based investments require active monitoring. 38
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Income Opportunities Fund |
October 31, 2022 | ||
Short Selling Risk.
Until the Fund replaces a security borrowed in connection with a short sale, it could be required to post cash or liquid assets with a broker. Generally, securities posted with a broker cannot be sold. The Fund’s ability to access the pledged collateral might also be impaired in the event the broker becomes bankrupt, insolvent or otherwise fails to comply with the terms of the contract. In such instances, the Fund will not be able to substitute or sell the pledged collateral and could experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. It is likely that the Fund could obtain only a limited recovery or could obtain no recovery in these circumstances.
Because losses on short sales arise from increases in the value of the security sold short, such losses are theoretically unlimited. By contrast, a loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot decrease below zero. In addition, engaging in short selling could limit the Fund’s ability to fully benefit from increases in the fixed-income markets.
By investing the proceeds received from selling securities short, the Fund could be deemed to be employing a form of leverage, which creates special risks. The use of leverage would increase the Fund’s exposure to long securities positions and make any change in the Fund’s NAV greater than it would be without the use of leverage. This could result in increased volatility of returns. There is no guarantee that any leveraging strategy the Fund employs will be successful during any period in which it is employed. See “Risk Factors — Leverage Risk.”
In times of unusual or adverse market, economic, regulatory or political conditions, the Fund might not be able, fully or partially, to implement its short selling strategy.
Prepayment Risk.
paymen
t risk occurs when a debt investment held by the Fund can be repaid in whole or in part prior to its maturity. The amount of prepayable obligations in which the Fund invests from time to time will be affected by general business conditions, market interest rates, borrowers’ financial conditions and competitive conditions among lenders. In a period of declining interest rates, borrowers are more likely to prepa
y investments more quickly than anticipated, reducing the yield to maturity and the average life of the relevant investment. Moreover, when the Fund reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that the Fund purchases the relevant investment at a premium, prepayments could result in a loss to the extent of the premium paid. If the Fund buys such investments at a discount, both scheduled payments and unscheduled prepayments will increase current and total returns and unscheduled prepayments will also accelerate the recognition of income which could be taxable as ordinary income to Common Shareholders. In a period of rising interest rates, prepayments of investments could occur at a slower than expected rate, creating maturity extension risk. This particular risk could effectively change an investment that was considered short- or intermediate-term at the time of purchase into a longer-term investment. Because the value of longer-term investments generally fluctuates more widely in response to changes in interest rates than shorter-term investments, maturity extension risk could increase the volatility of the Fund. When interest rates decline, the value of an investment with prepayment features might not increase as much as that of other fixed-income instruments, and, as noted above, changes in market rates of interest could accelerate or delay prepayments and thus affect maturities. Credit Derivatives Risk.
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Income Opportunities Fund |
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were not used. Moreover, even if the Adviser is correct in its forecasts, there is a risk th
a
t a credit derivative position will correlate imperfectly with the price of the asset or liability being protected. The Fund’s risk of loss in a credit derivative transaction varies with the form of the transaction. For example, if the Fund sells protection under a credit default swap, it would collect periodic fees from the buyer and would profit if the credit of the underlying issuer or reference entity remains stable or improves while the swap is outstanding, but the Fund would be required to pay an agreed upon amount to the buyer (which could be the entire notional amount of the swap) if the reference entity defaults on the reference security. Credit default swap agreements involve greater risks than if the Fund invested in the reference obligation directly. Derivatives Risk.
If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund could experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding or may not recover at all. In addition, in the event of the insolvency of a counterparty to a derivative transaction, the derivative contract would typically be terminated at its fair market value. If the Fund is owed this fair market value in the termination of the derivative contract and its claim is unsecured, the Fund will be treated as a general creditor of such counterparty and will not have any claim with respect to the underlying security. Certain derivatives may give rise to a form of leverage, which magnifies the potential for gain and the risk of loss.
The counterparty risk for cleared derivative transactions is generally lower than for uncleared OTC derivatives because generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the Fund. Exchange trading will generally increase market transparency and liquidity but could cause the Fund to incur increased expenses. In addition, depending on the size of the Fund and other factors, the margin required under the rules of a clearing house and by a clearing member could be in excess of the collateral required to be posted by the Fund to support its obligations under a similar OTC derivative transaction. However, the U.S. Commodity Futures Trading Commission (“CFTC”) and other applicable regulators have adopted rules imposing certain margin requirements, including minimums, on uncleared OTC derivative transactions which could result in the Fund and its counterparties posting higher margin amounts for uncleared OTC derivative transactions.
Certain of the derivative investments in which the Fund invests will, in certain circumstances, give rise to a form of financial leverage, which may magnify the risk of owning such instruments. The ability to successfully use derivative investments depends on the ability of the Adviser to predict pertinent market movements, which cannot be assured. In addition, amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to the Fund’s derivative investments would not be available to the Fund for other investment purposes, which could result in lost opportunities for gain.
OTC derivatives generally are more difficult to purchase, sell or value than other investments. Although both OTC and exchange-traded derivatives markets can experience a lack of liquidity, OTC
non-standardized
derivative transactions are generally less liquid than exchange-traded instruments. The illiquidity of the derivatives markets can be due to various factors, including congestion, disorderly markets, limitations on deliverable supplies, the participation of speculators, government regulation and intervention, and technical and operational or system failures. In addition, the liquidity of a secondary market in an exchange-traded derivative contract could be adversely affected by “daily price fluctuation limits” established by the exchanges which limit the amount of fluctuation in an exchange-traded contract price during a single trading day. Once the daily limit has been 40
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Income Opportunities Fund |
October 31, 2022 | ||
reached in the contract, no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open positions. Prices have in the past moved beyond the daily limit on a number of consecutive trading days. If it is not possible to close an open derivative position entered into by the Fund, the Fund would continue to be required to make cash payments of variation (or margin in the event of adverse price movements. In such a situation, if the Fund has insufficient cash, it could have to sell portfolio securities to meet settlement obligations and variation margin requirements at a time when it is disadvantageous to do so. The absence of liquidity generally would also make it more difficult for the Fund to ascertain a market value for such instruments. The inability to close derivatives transactions positions also could have an adverse impact on the Fund’s ability to effectively hedge its portfolio. OTC derivatives that are not cleared are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the Fund. If a counterparty were to default on its obligations, the Fund’s contractual remedies against such counterparty could be subject to bankruptcy and insolvency laws, which could affect the Fund’s rights as a creditor (e.g., the Fund might not receive the net amount of payments that it is contractually entitled to receive). In addition, the use of certain derivatives could cause the Fund to realize higher amounts of income or short-term capital gains (generally taxed at ordinary income tax rates).
mark-to-market)
Derivatives transactions also are subject to operational risk, including from documentation issues, settlement issues, system failures, inadequate controls, and human error, and legal risk, including risk of insufficient documentation, insufficient capacity or authority of a counterparty, or legality or enforceability of a contract.
The derivatives markets have become subject to comprehensive statutes, regulations and margin requirements. In particular, in the United States the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) regulates the OTC derivatives market by, among other things, requiring many derivative transactions to be cleared and traded on an exchange, expanding entity registration requirements, imposing business conduct requirements on dealers and requiring banks to move some derivatives trading units to a
non-guaranteed
affiliate separate from the deposit-taking bank or divest them altogether. Rulemaking proposed or implemented under the Dodd-Frank Act could potentially limit or completely restrict the ability of the Fund to use these instruments as a part of its investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which the Fund engages in derivative transactions could also prevent the Fund from using these instruments or affect the pricing or other factors relating to these instruments, or could change availability of certain investments. Regulation of the derivatives market presents additional risks to the Fund and may limit the ability of the Fund to use, and the availability or performance of such instruments. For instance, under Rule test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. However, subject to certain conditions, funds that do not invest heavily in derivatives may be deemed limited derivatives users and would not be subject to the full requirements of Rule
18f-4,
a fund’s derivatives exposure is limited through a value-at-risk
18f-4.
Rule 18f-4
could limit the Fund’s ability to engage in certain derivatives and other transactions and/or increase the costs of the Fund’s investments and cost of doing business. The Fund’s investments in regulated derivatives instruments, such as swaps, futures and options, will be subject to maximum position limits established by the CFTC and U.S. and foreign futures exchanges. Under the exchange rules all accounts owned or managed by advisers, such as the Adviser, their principals and affiliates would be combined for position limit purposes. In order to comply with the position limits established by the CFTC and the relevant exchanges, the Adviser could in the future reduce the size of positions that would otherwise be taken for the Fund or not trade in certain markets on behalf of the Fund in order to avoid exceeding such limits. A violation of position limits by the Adviser could lead to regulatory action resulting in mandatory liquidation of certain positions held by the Adviser on behalf of the Fund. There can be no assurance that the Adviser will liquidate positions held on behalf of all the Adviser’s accounts in a proportionate manner or at favorable prices, which could result in
sub
stantial losses to the Fund. Such policies could affect the nature and extent of derivatives use by the Fund. Regulatory Risk — Regulation as a Commodity Pool.
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CFTC under the Commodity Exchange Act (the “CEA”). The Adviser will be limited in its ability to use futures or options on futures or engage in swaps transactions on behalf of the Fund as a result of claiming the exclusion. In the event the Adviser fails to qualify for the exclusion and is required to register as a “commodity pool operator,” the Adviser will become subject to additional disclosure, recordkeeping and reporting requirements with respect to the Fund, which may increase the Fund’s expenses.
Risks related to the Fund’s Clearing Broker and Central Clearing Counterparty.
Similarly, the CEA and CFTC regulations require a clearing organization approved by the CFTC as a derivatives clearing organization to segregate all funds and other property received from a clearing member’s customers in connection with domestic futures, swaps and options contracts from any funds or other property held at the clearing organization to support the clearing member’s proprietary trading. Nevertheless, with respect to futures and options contracts, a clearing organization may use assets of a
non-defaulting
customer held in an omnibus account at the clearing organization to satisfy payment obligations of a defaulting customer of the clearing member to the clearing organization. As a result, in the event of a default of the clearing broker’s other clients or the clearing broker’s failure to extend its own funds in connection with any such default, the Fund may not be able to recover the full amount of assets deposited by the clearing broker on behalf of the Fund with the clearing organization. Structured Products Risk
.
Structured Products are subject to the normal interest rate, default and other risks associated with fixed-income securities and asset-backed securities. Additionally, the risks of an investment in a Structured Product depend largely on the type of the collateral securities and the class of the Structured Product or other asset-backed security in which the Fund invests. The Fund generally has the right to receive payments only from the Structured Product, and generally does not have direct rights against the issuer or the entity that sold the underlying collateral assets. Such collateral could be insufficient to meet payment obligations and the quality of the collateral might decline in value or default. Also, the class of the Structured Product could be subordinate to other classes, values could be volatile, and disputes with the issuer could produce unexpected investment results. While certain Structured Products enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in Structured Products generally pay their share of the Structured Product’s administrative and other expenses. Although it is difficult to predict whether the prices of indices and securities underlying Structured Products will rise or fall, these prices (and, therefore, the prices of Structured Products) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. If the issuer of a Structured Product uses shorter-term financing to purchase longer term securities, the issuer could be forced to sell its securities at below market prices if it experiences difficulty in obtaining short-term financing, which could adversely affect the value of the Structured Products owned by the Fund.
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Structured Products issue classes or “tranches” that offer various maturity, risk and yield characteristics. Losses caused by defaults on underlying assets are borne first by the holders of subordinate tranches. If there are defaults or the Structured Product’s collateral otherwise underperforms, scheduled payments to more senior tranches take precedence over those of subordinate tranches. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the collateral and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a Structured Product typically has higher ratings and lower yields than its underlying securities and could be investment grade. Despite the protection from the subordinate tranches, more senior tranches of structured products can experience substantial losses due to actual defaults, downgrades of the underlying collateral by rating agencies, forced liquidation of the collateral pool due to a failure of coverage tests, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults as well as investor aversion to Structured Product securities as a class.
In addition to the general risks associated with debt securities discussed herein, Structured Products carry additional risks, including, but not limited to the risk that: (i) distributions from collateral securities might not be adequate to make interest or other payments; (ii) the collateral could default or decline in value or be downgraded, if rated by a NRSRO; (iii) the Fund is likely to invest in tranches of Structured Products that are subordinate to other tranches; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes among investors regarding the characterization of proceeds; (v) the investment return achieved by the Fund could be significantly different than those predicted by financial models; (vi) there will be no readily available secondary market for Structured Products; (vii) technical defaults, such as coverage test failures, could result in forced liquidation of the collateral pool; and (viii) the Structured Product’s manager could perform poorly.
Typically, Structured Products are privately offered and sold, and thus, are not registered under the securities laws and can be thinly traded or have a limited trading market. As a result, investments in Structured Products could be characterized as illiquid investments and could have limited independent pricing transparency. However, an active dealer market could exist for Structured Products that qualify under the Rule 144A “safe harbor” from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers, and such Structured Products could be characterized by the Fund as liquid investments.
Asset-Backed Securities
Risk
.Mortgage-Backed Securities Risk.
Mortgage-backed securities can be issued by governments or their agencies and instrumentalities, such as, in the United States, Ginnie Mae, Fannie Mae and Freddie Mac. They can also be issued by private issuers but represent an interest in or are collateralized by pass-through securities issued or guaranteed by a government or one of its agencies or instrumentalities. In addition, mortgage-backed securities can be issued by private issuers and be collateralized by securities without a government guarantee. Such securities usually have some form of private credit enhancement.
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Pools created by private issuers generally offer a higher
rat
e of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments. Notwithstanding that such pools could be supported by various forms of private insurance or guarantees, there can be no assurance that the private insurers or guarantors will be able to meet their obligations under the insurance policies or guarantee arrangements. From time to time, the Fund will invest in private mortgage pass-through securities without such insurance or guarantees. Any mortgage-backed securities that are issued by private issuers are likely to have some exposure to subprime loans as well as to the mortgage and credit markets generally. In addition, such securities are not subject to the underwriting requirements for the underlying mortgages that would generally apply to securities that have a government or government-sponsored entity guarantee, thereby increasing their credit risk. The risk of non-payment
is greater for mortgage-related securities that are backed by mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments include a general economic downturn, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages. Repurchase Agreements Risk.
Reverse Repurchase Agreements and Dollar Rolls Risk.
Swap Risk.
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The Dodd-Frank Act and related regulatory developments ultimately will require the clearing and exchange-trading of many OTC derivative instruments that the CFTC and SEC defined as “swaps.” Mandatory exchange-trading and clearing will occur on a
phased-in
basis based on the type of market participant and CFTC determination of contracts for central clearing. The Adviser will continue to monitor these developments, particularly to the extent regulatory changes affect the Fund’s ability to enter into swap agreements. The swap market has matured in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid; however there is no guarantee that the swap market will continue to provide liquidity, and it could be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. The absence of liquidity could also make it more difficult for the Fund to ascertain a market value for such instruments. The inability to close derivative positions also could have an adverse impact on the Fund’s ability to effectively hedge its portfolio. If the Adviser is incorrect in its forecasts of market values, interest rates or currency exchange rates, the investment performance of the Fund would be less favorable than it would have been if these investment techniques were not used. In a total return swap, the Fund pays the counterparty a floating short-term interest rate and receives in exchange the total return of underlying loans or debt securities. The Fund bears the risk of default on the underlying loans or debt securities, based on the notional amount of the swap and, therefore, incurs a form of leverage. The Fund would typically have to post collateral to cover this potential obligation.
Options and Futures Risk.
so-called
“synthetic” options or other derivatives written by broker-dealers or other permissible financial intermediaries. Options transactions can be effected on securities exchanges or in the OTC market. When options are purchased OTC, the Fund’s portfolio bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Options can also be illiquid and, in such cases, the Fund could have difficulty closing out its position. OTC options can also include options on baskets of specific securities. Options and futures also are subject to derivatives risks more generally. See “Risk Factors – Derivatives Risk.” The Fund will, from time to time, purchase call and put options on specific securities and write and sell covered or uncovered call and put options for hedging purposes in pursuing its investment objectives. A put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying security at a stated exercise price, typically at any time prior to the expiration of the option for American options or only at expiration for European options. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security at a stated exercise price, typically at any time prior to the expiration of the option. A covered call option is a call option with respect to which the seller of the option owns the underlying security. The sale of such an option exposes the seller during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or to possible continued holding of a security that might otherwise have been sold to protect against depreciation in the market price of the security.
The Fund might close out a position when writing options by purchasing an option on the same underlying security with the same exercise price and expiration date as the option that it has previously written on the security. In such a case, the Fund will realize a profit or loss if the amount paid to purchase an option is less or more than the amount received from the sale of the option.
Engaging in transactions in futures contracts and options involves risk of loss to the Fund. No assurance can be given that a liquid market will exist for any particular futures contract or option at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading can be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, preventing prompt liquidation of futures positions and potentially subjecting the Fund to substantial losses.
A market could become unavailable if one or more exchanges were to stop trading options or it could become unavailable with respect to options on a particular underlying security if the exchanges stopped trading options
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on that security. In addition, a market could become temporarily unavailable if unusual events (e.g., volume exceeds clearing capability) were to interrupt normal exchange operations. If an options market were to become illiquid or otherwise unavailable, an option holder would be able to realize profits or limit losses only by exercising and an options seller or writer would remain obligated until it is assigned an exercise or until the option expires.
If trading is interrupted in an underlying security, the trading of options on that security is usually halted as well. Holders and writers of options will then be unable to close out their positions until options trading resumes, and they could be faced with considerable losses if the security reopens at a substantially different price. Even if options trading is halted, holders of options will generally be able to exercise them. However, if trading has also been halted in the underlying security, option holders face the risk of exercising options without knowing the security’s current market value. If exercises do occur when trading of the underlying security is halted, the party required to deliver the underlying security could be unable to obtain it, which could necessitate a postponed settlement and/or the fixing of cash settlement prices.
Investment Companies Risk.
closed-end
funds. Investments in ETFs and closed-end
funds are subject to a variety of risks, including all of the risks of a direct investment in the underlying securities that the ETF or closed-end
fund holds. ETFs are also subject to certain additional risks, including, without limitation, the risk that their prices might not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Shares of ETFs and closed-end
funds at times trade at a premium or discount to their NAV because the supply and demand in the market for their shares at any point in time might not be identical to the supply and demand in the market for their underlying securities. Some ETFs and closed-end
funds are highly leveraged and therefore would subject the Fund to the additional risks associated with leverage. See “Risk Factors — Leverage Risk.” In addition, the Fund will bear, along with other shareholders of an investment company, its pro rata portion of the investment company’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of the Fund’s expenses, Common Shareholders also indirectly bear similar expenses of an investment company. Money Market Funds Risk.
Counterparty and Prime Brokerage Risk.
sub-prime
mortgages and other lower quality credit investments that have experienced recent defaults or otherwise suffered extreme credit deterioration. As a result, such hardships have reduced such entities’ capital and called into question their continued ability to perform their obligations under such transactions. By using derivatives, swaps or other transactions, the Fund assumes the risk that its counterparties could experience similar financial hardships. The Fund is subject to the risk of loss of Fund assets on deposit or being settled or cleared with a broker in the event of the broker’s bankruptcy, the bankruptcy of any clearing broker through which the broker executes and clears transactions on behalf of the Fund, the bankruptcy of an exchange clearing house or the bankruptcy of any
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other counterparty. If a prime broker or counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund could experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding; if the Fund’s claim is unsecured, the Fund will be treated as a general creditor of such prime broker or counterparty and will not have any claim with respect to the underlying security. In the case of any such bankruptcy, the Fund might recover, even in respect of property specifically traceable to the Fund, only a pro rata share of all property available for distribution to all of the counterparty’s customers and counterparties. Such an amount could be less than the amounts owed to the Fund. It is possible that the Fund will obtain only a limited recovery or no recovery in such circumstances. Such events would have an adverse effect on the NAV of the Fund. Certain counterparties have general custody of, or title to, the Fund’s assets. The failure of any such counterparty could result in adverse consequences to the NAV of the Fund.
Lender Liability Risk.
In addition, under common law principles that in some cases form the basis for lender liability claims, if a lender or bondholder (i) intentionally takes an action that results in the undercapitalization of a Borrower to the detriment of other creditors of such Borrower; (ii) engages in other inequitable conduct to the detriment of such other creditors; (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors; or (iv) uses its influence as a stockholder to dominate or control a Borrower to the detriment of other creditors of such Borrower, a court might elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because affiliates of, or persons related to, the Adviser will, at times, hold equity or other interests in obligors of the Fund, the Fund could be exposed to claims for equitable subordination or lender liability or both based on such equity or other holdings.
Borrower Fraud; Covenant-Lite Loans; Breach of Covenant.
Distressed Debt, Litigation, Bankruptcy and Other Proceedings.
From time to time, the Adviser will make investments for the Fund in companies involved in bankruptcy proceedings. There are a number of significant risks when investing in companies involved in bankruptcy
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proceedings, and many events in a bankruptcy are the product of contested matters and adversary proceedings which are beyond the control of the creditors. A bankruptcy filing could have adverse and permanent effects on a company. Further, if the proceeding is converted to a liquidation, the liquidation value of the company might not equal the liquidation value that was believed to exist at the time of the investment. In addition, the duration of a bankruptcy proceeding is difficult to predict. A creditor’s return on investment can be impacted adversely by delays while the plan of reorganization is being negotiated, approved by the creditors and confirmed by the bankruptcy court, and until it ultimately becomes effective. Certain claims, such as claims for taxes, wages and certain trade claims, could have priority by law over the claims of certain creditors and administrative costs in connection with a bankruptcy proceeding are frequently high and will be paid out of the debtor’s estate prior to any return to creditors.
Certain investments of the Fund could be subject to federal bankruptcy law and state fraudulent transfer laws, which vary from state to state, if the debt obligations relating to such investments were issued with the intent of hindering, delaying or defrauding creditors or, in certain circumstances, if the issuer receives less than reasonably equivalent value or fair consideration in return for issuing such debt obligations. If the debt is used for a buyout of shareholders, this risk is greater than if the debt proceeds are used for operations or organic growth. If a court were to find that the issuance of the debt obligations was a fraudulent transfer or conveyance, the court could void or otherwise refuse to recognize the payment obligations under the debt obligations or the collateral supporting such obligations, further subordinate the debt obligations or the liens supporting such obligations to other existing and future indebtedness of the issuer or require the Fund to repay any amounts received by it with respect to the debt obligations or collateral. In the event of a finding that a fraudulent transfer or conveyance occurred, the Fund might not receive any repayment on the debt obligations.
day-to-day
Under certain circumstances, payments to the Fund could be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings could be adversely affected by statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the court’s discretionary power to disallow, subordinate or disenfranchise particular claims or recharacterize investments made in the form of debt as equity contributions.
Under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), a lender that has inappropriately exercised control of the management and policies of a company that is a debtor under the Bankruptcy Code could have its claims against the company subordinated or disallowed or could be found liable for damages suffered by parties as a result of such actions. Such claims could also be disallowed or subordinated to the claims of other creditors if the lender (e.g., the Fund) (i) is found to have engaged in other inequitable conduct resulting in harm to other parties, (ii) intentionally takes action that results in the undercapitalization of a borrower, (iii) engages in fraud with respect to, or makes misrepresentations to other creditors, or (iv) uses its influence as a shareholder to dominate or control a borrower to the detriment of other creditors of such borrower. The lender’s investment could also be recharacterized or treated as equity if it is deemed to be a contribution to capital, or if the lender attempts to control the outcome of the business affairs of a company prior to its filing under the Bankruptcy Code. While the Fund attempts to avoid taking the types of action that would lead to the subordination, disallowance and liability described above, there can be no assurance that such claims will not be asserted or that the Fund will be able successfully to defend against them.
From time to time, the Fund seeks to place its representatives on the boards of certain companies in which the Fund has invested. The Fund could also invest in companies in which KKR and/or other KKR clients or accounts will have representatives on the boards of such companies. While such representation could enable the Fund to enhance the sale value of its debt investments in a company, such involvement (and/or an equity stake by the Fund, KKR or other KKR clients or accounts in such company) could also prevent the Fund from freely disposing of its debt investments and could subject the Fund to additional liability or result in recharacterization of the Fund’s debt investments as equity. The Fund attempts to balance the advantages and disadvantages of such representation when deciding whether and how to exercise its rights with respect to such companies, but the exercise of such rights could produce adverse consequences in particular situations.
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Insofar as the Fund’s portfolio includes obligations of
non-U.S.
obligors, the laws of certain foreign jurisdictions could provide for avoidance remedies under factual circumstances similar to those described above or under different circumstances, with consequences that might or might not be analogous to those described above under U.S. federal or state laws. Changes in bankruptcy laws (including U.S. federal and state laws and applicable non-U.S.
laws) could adversely impact the Fund’s securities. Convertible Securities Risk
.
non-convertible
securities; (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics; and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also could have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income instrument. Generally, the amount of the premium decreases as the convertible security approaches maturity. Although under normal market conditions longer-term convertible debt securities have greater yields than do shorter-term convertible debt securities of similar quality, they are subject to greater price fluctuations.
When-Issued Securities and Forward Commitments
.
the
r party to the transaction. Equity Securities Risk
.
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fixed-income instruments, the Fund frequently could possess material
non-public
information about a Borrower or issuer as a result of its ownership of a loan or fixed-income instrument of a Borrower or issuer. Because of prohibitions on trading in securities while in possession of material non-public
information, the Fund might be unable to enter into a transaction in a security of the Borrower or issuer when it would otherwise be advantageous to do so. U.S. Government Debt Securities Risk
.
Non-U.S.
Securities Risk.
non-U.S.
issuers or Borrowers. Such investments involve certain factors not typically associated with investing in the United States or other developed countries, including risks relating to: (i) differences between U.S. and non-U.S.
securities markets, including potential price volatility in and relative illiquidity of some non-U.S.
securities markets; the absence of uniform accounting, auditing and financial reporting standards, practices, and disclosure requirements; and less government supervision and regulation; (ii) other differences in law and regulation, including fewer investor protections, less stringent fiduciary duties, less developed bankruptcy laws and difficulty in enforcing contractual obligations; (iii) certain economic and political risks, including potential economic, political or social instability; exchange control regulations; restrictions on foreign investment and repatriation of capital (possibly requiring government approval); expropriation or confiscatory taxation; higher rates of inflation; and reliance on a more limited number of commodity inputs, service providers, and/or distribution mechanisms; and (iv) the possible imposition of foreign taxes on income and gains recognized with respect to securities and other assets. Economic sanctions and other similar governmental actions or developments could, among other things, restrict or eliminate the Fund’s ability to purchase or sell certain non-U.S.
securities or other instruments, and the Fund may be forced to sell or otherwise dispose of non-U.S.
securities or other instruments at inopportune times or prices. Because non-U.S.
securities could trade on days when the Fund’s common shares are not priced, the Fund’s NAV could change at times when common shares cannot be sold. Emerging Markets Risk
.
are
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substantially smaller, less developed, less liquid and more volatile than the major securities markets. The limited size of emerging securities markets and limited trading value compared to the volume of trading in U.S. securities could cause prices to be erratic for reasons apart from factors that affect the quality of the securities. For example, limited market size generally causes prices to be unduly influenced by traders who control large positions.
Foreign Currency Risk
.
non-U.S.
currencies. However, the books of the Fund are maintained in U.S. dollars. Accordingly, changes in currency values could adversely affect the U.S. dollar value of portfolio investments, interest and other revenue streams received by the Fund, gains and losses realized on the sale of portfolio investments, and the amount of distributions, if any, made by the Fund. In addition, the Fund will incur costs in converting investment proceeds from one currency to another. The Fund will, from time to time, enter into derivative transactions designed to reduce such currency risks. Furthermore, the portfolio companies in which the Fund invests are subject to risks relating to changes in currency values, as described above. If a portfolio company suffers adverse consequences as a result of such changes, the Fund could also be adversely affected as a result. Eurozone Risk.
On June 23, 2016, the UK voted, via referendum, to exit from the EU. On January 31, 2020, the UK officially withdrew from the EU (commonly referred to as “Brexit”). On December 24, 2020, the UK and EU announced a preliminary trade agreement and security deal, which took effect on January 1, 2021. Brexit could impact the Fund and its investments (and their underlying issuers) in a variety of ways, not all of which are currently readily apparent. The UK, EU and broader global economy may experience substantial volatility in foreign exchange markets and a sustained weakness in the British pound’s exchange rate against the United States dollar, the euro and other currencies, which may impact Fund returns. The Fund will, from time to time, invest in portfolio companies and other issuers with significant operations and/or assets in the UK, any of which could be adversely impacted by any new legal, tax and regulatory environment, whether by increased costs or impediments to the implementation of their business plan. Such events could result from, among other things, increased uncertainty and volatility in financial markets; fluctuations in asset values; fluctuations in exchange rates; decreased liquidity of investments located, traded or listed within the UK, the EU or elsewhere; and/or changes in legal and regulatory regimes to which Fund investments are or become subject. There is still significant uncertainty regarding the potential consequences of Brexit.
Brexit also may cause additional member states to contemplate departing from the EU, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets. The effects on the UK, European and global economies of the exit of the UK (and/or other EU members) from the EU, or the exit of other EU members from the European monetary area and/or the redenomination of financial instruments from the Euro to a different currency, are difficult to predict and to protect fully against. Many of the foregoing risks are outside of the control of the Fund and the Adviser. These risks could affect the Fund, the Adviser and other service providers given economic, political and regulatory uncertainty created by Brexit.
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European Market Infrastructure Regulation.
LIBOR Replacement Risk.
In July 2017, the head of the United Kingdom Financial Conduct Authority (“FCA”) announced the desire to phase out the use of LIBOR by the end of 2021. On March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of all Sterling, Euro, Swiss Franc and Yen LIBOR settings, and
1-week
and 2-month
USD LIBOR settings, or immediately after June 30, 2023, in the case of overnight and 1-,
3-,
6-,
and 12-month
U.S.-dollar LIBOR settings. Abandonment of or modifications to LIBOR could have adverse impacts on newly issued financial instruments and existing financial instruments that reference LIBOR. While some instruments contemplate a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all instruments have such provisions, and there is significant uncertainty regarding the effectiveness of any such alternative methodologies. Instruments that include robust fallback provisions to facilitate the transition from LIBOR to an alternative reference rate may also include adjustments that do not adequately compensate the holder for the different characteristics of the alternative reference rate. The result may be that the fallback provision results in a value transfer from one party to the instrument to the counterparty. Additionally, because such provisions may differ across instruments (e.g., hedges versus cash positions hedged), LIBOR’s cessation may give rise to basis risk and render hedges less effective. In many cases, in the event that an instrument falls back to an alternative reference rate, including the Secured Overnight Financing Rate (“SOFR”) or any reference rate based on SOFR, the alternative reference rate will not perform the same as LIBOR because the alternative reference rates do not include a credit sensitive component in the calculation of the rate. SOFR is based on a secured lending markets in U.S. government securities and does not reflect credit risk in the inter-bank lending market in the way that LIBOR did. Abandonment of or modifications to LIBOR could lead to significant short-term and long-term uncertainty and market instability. In connection with supervisory guidance from regulators, some regulated entities have ceased to enter into certain new LIBOR contracts after January 1, 2022. It remains uncertain how such changes would be implemented and the effects such changes would have on the Fund, issuers of instruments in which the Fund invests and financial markets generally. These developments could negatively impact financial markets in general and present heightened risks, including with respect to the Fund’s investments. As a result of this uncertainty and developments relating to the transition process, the Fund and its investments may be adversely affected. As the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects and related adverse conditions could occur prior to the anticipated cessation of the remaining US dollar LIBOR tenors in
mid-2023.
There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments, notwithstanding significant efforts by the industry to develop robust LIBOR replacement clauses. Legal and Regulatory Risk
.
non-U.S.
securities and futures markets and investment funds such as the Fund has undergone substantial change in recent years, and such change could continue. 52
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For example, the Dodd-Frank Act and the rules that have been or will be promulgated thereunder by relevant regulators could negatively impact the ability
of
the Fund to meet its investment objectives either through limits or requirements imposed on it or upon its counterparties. It is unknown in what form, when and in what order significant regulatory initiatives will be implemented or the impact any such implemented regulations will have on the Fund, the markets or instruments in which the Fund invests or the counterparties with which the Fund conducts business. The effect of regulatory change on the Fund, while impossible to predict, could be substantial, adverse and potentially limit or completely restrict the ability of the Fund to implement its investment strategy or increase the costs of using certain instruments or make them less effective. In addition, the practice of short selling has been the subject of numerous temporary restrictions, and similar restrictions could be promulgated at any time. Such restrictions could adversely affect the returns of the Fund. OFAC and FCPA Considerations
.
non-U.S.
countries, territories, entities and individuals. These types of sanctions may significantly restrict or completely prohibit investment activities in certain jurisdictions, and if the Fund, its portfolio companies or other issuers in which it invests were to violate any such laws or regulations, it may face significant legal and monetary penalties. The U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations, as well as anti-boycott regulations, may also apply to and restrict the activities of the Fund, their portfolio companies and other issuers of their investments. If an issuer or the Fund were to violate any such laws or regulations, such issuer or the Fund may face significant legal and monetary penalties. The U.S. government has indicated that it is particularly focused on FCPA enforcement, which may increase the risk that an issuer or the Fund becomes the subject of such actual or threatened enforcement. In addition, certain commentators have suggested that private investment firms and the funds that they manage, such as the Fund, may face increased scrutiny and/or liability with respect to the activities of their underlying portfolio companies. As such, a violation of the FCPA or other applicable regulations by the Fund or an issuer of the Fund’s portfolio investments could have a material adverse effect on the Fund. The Adviser and its affiliates and the Fund are committed to complying with the FCPA and other anti-corruption laws and regulations, as well as anti-boycott regulations, to which they are subject. As a result, the Fund may be adversely affected because of its unwillingness to enter into transactions that violate any such laws or regulations.
Event Driven Investing
.
Valuation Risk
.
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result, the Fund will, from time to time, be subject to the risk that when a loan or fixed-income instrument is sold in the market, the amount received by the Fund is less than the value of such loans or fixed-income instruments carried on the Fund’s books.
Liquidity Risk
.
Illiquid and restricted securities can be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to do so. The market price of illiquid and restricted securities generally is more volatile than that of more liquid securities, which could adversely affect the price that the Fund pays for or recovers upon the sale of such securities. Illiquid and restricted securities are also more difficult to value, especially in challenging markets, and the Adviser’s judgment will play a greater role in the valuation process. Investment of the Fund’s assets in illiquid and restricted securities could restrict the Fund’s ability to take advantage of market opportunities. In order to dispose of an unregistered security, the Fund, where it has contractual rights to do so, could have to cause such security to be registered. A considerable period could elapse between the time the decision is made to sell the security and the time the security is registered, thereby enabling the Fund to sell it. Contractual restrictions on the resale of securities vary in length and scope and are generally the result of a negotiation between the issuer and acquiror of the securities. In either case, the Fund would bear market risks during that period.
Some loans and fixed-income instruments are not readily marketable and could be subject to restrictions on resale. Loans and fixed-income instruments might not be listed on any national securities exchange and no active trading market might exist for certain of the loans and fixed-income instruments in which the Fund invests. Where a secondary market exists, the market for some loans and fixed-income instruments could be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. In addition, events occurring subsequent to an investment by the Fund, including, for example, withdrawals, changes in market, political or other relevant circumstances, could cause some loans and fixed-income instruments that were liquid at the time of acquisition to become illiquid or otherwise cause the Fund’s concentration in illiquid investments to increase.
Inflation/Deflation Risk
.
Deflation risk is the risk that prices throughout the economy decline over time — the opposite of inflation. Deflation could have an adverse effect on the creditworthiness of issuers and could make issuer defaults more likely, which could result in a decline in the value of the Fund’s portfolio.
Conflicts of Interest Risk
.
In addition, the Adviser’s investment professionals will, from time to time, acquire confidential or material,
non-public
information concerning an entity in which the Fund has invested, or propose to invest, and the possession of such information generally will limit the Adviser’s ability to buy or sell particular securities of such entity on behalf of the Fund, thereby limiting the investment opportunities or exit strategies available to the Fund. 54
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In addition, holdings in the securities of an issuer by the Adviser or its affiliates will affect the ability of the Fund to make certain acquisitions of, or enter into certain transactions with, such issuer. From time to time, broker-dealers and investment advisers affiliated with the Adviser will also acquire confidential or material
non-public
information concerning entities in which the Fund has invested or proposes to invest, which could restrict the Adviser’s ability to buy or sell (or otherwise transact in) securities of such entities, thus limiting investment opportunities or exit strategies available to the Fund. Uncertain Tax Treatment
.
Complex Transactions/Contingent Liabilities/Guarantees and Indemnities
.
Availability of Investment Opportunities; Competition
.
The Fund competes for investment opportunities with other investment companies and private investment vehicles, as well as the public debt markets, individuals and financial institutions, including investment banks, commercial banks and insurance companies, business development companies, strategic industry acquirers, hedge funds and other institutional investors, investing directly or through affiliates. Over the past several years, a number of such investment vehicles have been formed (and many such existing entities have grown in size). Additional entities with similar investment objectives could be formed in the future by other unrelated parties. It is possible that competition for appropriate investment opportunities could increase, thus reducing the number of opportunities available to the Fund. Such supply-side competition could adversely affect the terms upon which investments can be made by the Fund. Moreover, transaction sponsors unaffiliated with the Fund or KKR could be reluctant to present investment opportunities to the Fund because of its affiliation with KKR. There can be no assurance that the Adviser will be able to locate and complete investments which satisfy the Fund’s primary investment objectives or to realize upon their values.
Dependence on Key Personnel Risk
.
The Adviser’s principals and other key personnel possess substantial experience and expertise and have strong business relationships with members of the business community. The loss of these personnel could jeopardize
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the Adviser’s relationships with members of the business community and could result in fewer investment opportunities for the Fund. For example, if any of the Adviser’s principals were to join or form a competing firm, the Fund’s results and financial condition could suffer.
Material Risks of Significant Methods of Analysis
.
Market Developments
.
For example, certain Borrowers could, due to macroeconomic conditions, be unable to repay secured loans. A Borrower’s failure to satisfy financial or operating covenants imposed by lenders could lead to defaults and, potentially, termination of the secured loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the Borrower’s ability to meet its obligations under its debt securities. The Fund will, from time to time, incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting Borrower. In addition, if one of the Borrowers were to commence bankruptcy proceedings, even though the Fund will have structured its interest as senior debt, depending on the facts and circumstances, a bankruptcy court might recharacterize the Fund’s debt holding and subordinate all or a portion of its claim to that of other creditors. Adverse economic conditions also could decrease the value of collateral securing some of the Fund’s loans and the value of its equity investments. A recession could lead to financial losses in our portfolio and a decrease in revenues, net income and the value of the Fund’s assets.
These developments could increase the volatility of the value of securities owned by the Fund. These developments also could make it more difficult for the Fund to accurately value its securities or to sell its securities on a timely basis. These developments could adversely affect the ability of the Fund to use leverage for investment purposes and increase the cost of such leverage, which would reduce returns to the holders of common shares. These developments also could adversely affect the broader economy, which in turn could adversely affect the ability of issuers of securities owned by the Fund to make payments of principal and interest when due, leading to lower credit ratings of the issuer and increased defaults by the issuer. Such developments could, in turn, reduce the value of securities owned by the Fund and adversely affect the NAV and market price of the Fund’s common shares.
Market Disruptions from Natural Disasters or Geopolitical Risks
.
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and worldwide financial markets, and could cause further economic uncertainties in the United States and worldwide. The Fund cannot predict the effects of natural disasters or geopolitical events in the future on the economy and securities markets.
Government Intervention in the Financial Markets
.
COVID-19
outbreak. Federal, state, and other governments, their regulatory agencies or self-regulatory organizations could take additional actions that affect the regulation of the securities or Structured Products in which the Fund invests, or the issuers of such securities or Structured Products, in ways that are unforeseeable. Borrowers under secured loans held by the Fund could seek protection under the bankruptcy laws. Legislation or regulation could also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objectives. The Adviser monitors developments and seeks to manage the Fund’s portfolio in a manner consistent with achieving the Fund’s investment objectives, but there can be no assurance that it will be successful in doing so. Portfolio Turnover Risk
.
Anti-Takeover Provisions
.
open-end
status. These provisions could deprive the holders of common shares of opportunities to sell their common shares at a premium over the then current market price of the common shares or at NAV. Duration Risk
.
Risks Relating to Fund’s RIC Status
.
source-of-income,
tax-exempt
income (if any) to its shareholders. If the Fund fails to qualify as a RIC for any reason and becomes subject to corporate tax, the resulting corporate taxes could substantially reduce its net assets, the amount of income available for distribution and the amount of its distributions. Such a failure would 57
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Income Opportunities Fund |
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have a material adverse effect on the Fund and its Common Shareholders. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions in order to
re-qualify
as a RIC. RIC-Related
Risks of Investments Generating Non-Cash
Taxable Income.
Cybersecurity
.
Misconduct of Employees and of Third-Party Service Providers
.
LEVERAGE
The Fund may utilize financial leverage for investment purposes (i.e., to purchase additional portfolio securities consistent with the Fund’s investment objectives and strategies). Although the Fund may use leverage as discussed below, there can be no assurance that the Fund will utilize financial leverage or that, if utilized, the Fund will be successful during any period in which leverage is employed. Generally speaking, if the Fund can invest the proceeds from financial leverage in portfolio securities that have higher rates of return than the costs of such financial leverage and other expenses of the Fund, then the Common Shareholders would have a net benefit.
In October 2019, the Fund entered into a credit agreement (the “State Street Credit Facility”) with State Street Bank and Trust Company. The aggregate amount of the State Street Credit Facility is $160.0 million with an
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accordion feature that allows the Fund to increase the size of the facility to a maximum of $225.0 million under certain circumstances. Interest on the State Street Credit Facility is paid at a rate of SOFR, plus a spread of 0.75%. As of October 31, 2022, the Fund had approximately $122.4 million in outstanding borrowings under the State Street Credit Facility.
On October 15, 2019, the Fund issued
10-year
mandatory redeemable preferred shares (“MRPS”). The Fund issued 2,000,000 MRPS with a liquidation value of $50.0 million and a final redemption date of October 31, 2029. The Fund makes quarterly dividend payments at an annual dividend rate of 3.81%. The Fund is permitted to obtain leverage using any form or combination of financial leverage instruments, including through funds borrowed from banks or other financial institutions (i.e., a credit facility), margin facilities, the issuance of preferred shares or notes and leverage attributable to reverse repurchase agreements, dollar rolls or similar transactions. The Fund may add financial leverage to its portfolio representing up to approximately 33 1/3% of the Fund’s Managed Assets (including the assets subject to, and obtained with the proceeds of, the leveraging activity). In the future, the Fund may use forms of leverage other than and/or in addition to a credit facility and preferred shares. The Fund’s use of financial leverage up to the maximum level permitted under the 1940 Act is not a fundamental policy of the Fund and may be changed without notice to the Fund’s Common Shareholders. The Fund may use leverage opportunistically and may choose to increase or decrease its leverage, or use different types or combinations of leveraging instruments, at any time based on the Fund’s assessment of market conditions and the investment environment.
Under the 1940 Act, the Fund generally may not declare any dividend or other distribution upon any class of its capital shares, or purchase any such capital shares, unless the aggregate indebtedness of the Fund has, at the time of the declaration of such dividend or distribution, or at the time of any such purchase, an asset coverage of at least 300% after deducting the amount of such dividend, distribution or purchase price, as the case may be. With respect to asset coverage for preferred shares, under the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such issuance the NAV of the Fund’s portfolio is at least 200% of the liquidation value of the outstanding preferred shares (i.e., such liquidation value may not exceed 50% of the Fund’s Managed Assets (less the Fund’s obligations under senior securities representing indebtedness)). In addition, the Fund is not permitted to declare any cash dividend or other distribution on its common shares unless, at the time of such distribution, the NAV of the Fund’s portfolio (determined after deducting the amount of such dividend or other distribution) is at least 200% of such liquidation value. If the Fund uses a combination of borrowing (including notes and other securities representing indebtedness) and issuing preferred shares, the maximum asset coverage required would be between 300% and 200% depending on the relative amounts of borrowings and preferred shares.
Leverage creates risks for holders of the common shares, including the likelihood of greater volatility in the NAV and market price of, and distributions on, the common shares. There is a risk that fluctuations in the distribution rates on any outstanding preferred shares or notes may adversely affect the return to the holders of the common shares. If the income from the investments purchased with such funds is not sufficient to cover the cost of leverage, the return on the Fund will be less than if leverage had not been used, and therefore the amount available for distribution to Common Shareholders will be reduced. The Fund in its reasonable judgment nevertheless may determine to maintain the Fund’s leveraged position if it deems such action to be appropriate in the circumstances.
Changes in the value of the Fund’s investment portfolio (including investments bought with the proceeds of leverage) will be borne entirely by the Common Shareholders. If there is a net decrease (or increase) in the value of the Fund’s investment portfolio, the leverage will decrease (or increase) the NAV per common share to a greater extent than if the Fund were not leveraged. The use of leverage by the Fund may magnify the Fund’s losses when there is a decrease in the value of a Fund investment and even totally eliminate the Fund’s equity in its portfolio or a Common Shareholder’s equity in the Fund. During periods in which the Fund is using leverage, the fees paid by the Fund for investment advisory services will be higher than if the Fund did not use leverage because the investment advisory fees paid will be calculated on the basis of the Fund’s Managed Assets, which include proceeds from leverage. Holders of preferred shares, including the MRPS, will have rights to elect a
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Income Opportunities Fund |
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minimum of two trustees. This voting power may negatively affect Common Shareholders, and the interests of holders of preferred shares may otherwise differ from the interests of Common Shareholders. Any trustees elected by preferred shareholders will represent both Common Shareholders and holders of preferred shares. Such trustees may have a conflict of interest when the interests of Common Shareholders differ from those of holders of preferred shares.
Capital raised through leverage will be subject to distribution and/or interest payments, which may exceed the income and appreciation on the assets purchased. The issuance of preferred shares or notes involves offering expenses and other costs and may limit the Fund’s freedom to pay distributions on common shares or to engage in other activities. All costs of offering and servicing any of the leverage methods the Fund may use will be borne entirely by the Common Shareholders. The interests of persons with whom the Fund enters into leverage arrangements (such as bank lenders, note holders and preferred shareholders) will not necessarily be aligned with the interests of the Common Shareholders and such persons will have claims on the Fund’s assets that are senior to those of the Common Shareholders. Leverage creates an opportunity for a greater return per common share, but at the same time it is a speculative technique that will increase the Fund’s exposure to capital risk.
In connection with a credit facility, any lender may impose specific restrictions as a condition to borrowing. The credit facility fees may include, among other things, up front structuring fees and ongoing commitment fees (including fees on amounts undrawn on the facility) in addition to the traditional interest expense on amounts borrowed. The credit facility may involve a lien on the Fund’s assets. Similarly, to the extent the Fund issues notes or additional preferred shares and seeks a credit rating from one or more NRSROs on any preferred shares or notes it issues, the Fund may be subject to fees, covenants and investment restrictions required by the NRSRO as a result. Such covenants and restrictions imposed by an NRSRO or lender may include asset coverage or portfolio composition requirements that are more stringent than those imposed on the Fund by the 1940 Act. It is not anticipated that these covenants or restrictions will significantly impede the Adviser in managing the Fund’s portfolio in accordance with its investment objectives and policies. Nonetheless, if these covenants or guidelines are more restrictive than those imposed by the 1940 Act, the Fund may not be able to utilize as much leverage as it otherwise could have, which could reduce the Fund’s investment returns. In addition, the Fund expects that any notes it issues or credit facility it enters into would contain covenants that, among other things, may impose geographic exposure limitations, credit quality minimums, liquidity minimums, concentration limitations and currency hedging requirements on the Fund. These covenants would also likely limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change fundamental investment policies and engage in certain transactions, including mergers and consolidations. Such restrictions could cause the Adviser to make different investment decisions than if there were no such restrictions and could limit the ability of the Board and Common Shareholders to change fundamental investment policies.
The Fund’s willingness to utilize leverage, and the amount of leverage the Fund will assume, will depend on many factors, the most important of which are market conditions and interest rates. Successful use of a leveraging strategy may depend on the Fund’s ability to predict correctly interest rates and market movements, and there is no assurance that a leveraging strategy will be successful during any period in which it is employed. Any leveraging of the common shares cannot be achieved until the proceeds resulting from the use of leverage have been invested in accordance with the Fund’s investment objectives and policies.
Effects of Leverage
Assuming the utilization of leverage through a combination of borrowings and the issuance of preferred stock by the Fund in the aggregate amount of approximately 40.4% of the Fund’s Managed Assets, at a combined interest or payment rate of 2.2% payable on such leverage, the return generated by the Fund’s portfolio (net of estimated
non-leverage
expenses) must exceed 1.5% in order to cover such interest or payment rates and other expenses specifically related to leverage. These numbers are merely estimates used for illustration. Actual interest or payment rates on the leverage utilized by the Fund will vary frequently and may be significantly higher or lower than the rate estimated above. 60
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The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on common share total return, assuming investment portfolio total returns (comprised of income and changes in the value of securities held in the Fund’s portfolio net of expenses) of
-10%,
-5%,
0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Fund. Assumed Portfolio Total Return (net of expenses) |
(10.0 | )% | (5.0 | )% | 0.0 | % | 5.0 | % | 10.0 | % | ||||||||||
Common Share Total Return |
(18.3 | )% | (9.9 | )% | (1.5 | )% | 6.9 | % | 15.3 | % | ||||||||||
Common Share Total Return is composed of two elements: the dividends on common shares paid by the Fund (the amount of which is largely determined by the Fund’s net investment income after paying interest or other payments on its leverage) and gains or losses on the value of the securities the Fund owns. As required by SEC rules, the table above assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the interest it receives on its investments is entirely offset by losses in the value of those investments. Figures appearing in the table are hypothetical. Actual returns may be greater or less than those appearing in the table.
INVESTMENT RESTRICTIONS
The following are fundamental investment restrictions of the Fund and may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities (which for this purpose and under the 1940 Act means the lesser of (i) 67% or more of the Fund’s voting securities present at a meeting at which more than 50% of the Fund’s outstanding voting securities are present or represented by proxy or (ii) more than 50% of the Fund’s outstanding voting securities). Except as otherwise noted, all percentage limitations set forth below apply immediately after a purchase and any subsequent change in any applicable percentage resulting from market fluctuations does not require any action. With respect to the limitations on the issuance of senior securities and in the case of borrowings, the percentage limitations apply at the time of issuance and on an ongoing basis. The Fund may not:
| 1. | Issue senior securities or borrow money, except the Fund may issue senior securities and/or borrow money (including through reverse repurchase agreements and dollar rolls) to the extent permitted by the 1940 Act, as amended from time to time, and as modified or supplemented from time to time by (i) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, and (ii) an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. The Fund does not have an investment policy limiting the amount of leverage that may be obtained through the use of covered reverse repurchase agreements. |
| 2. | Act as an underwriter of securities issued by others, except to the extent that, in connection with the disposition of loans or portfolio securities, it may be deemed to be an underwriter under applicable securities laws. |
| 3. | Invest in any security if as a result of such investment, 25% or more of the value of the Fund’s total assets, taken at market value at the time of each investment, are in the securities of issuers in any particular industry except (a) securities issued or guaranteed by the U.S. government and its agencies and instrumentalities or tax-exempt securities of state and municipal governments or their political subdivisions (however, not including private purpose industrial development bonds issued on behalf of non-government issuers), or (b) as otherwise provided by the 1940 Act, as amended from time to time, and as modified or supplemented from time to time by (i) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, and (ii) any exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. For purposes of this restriction, in the case of investments in loan participations between the Fund and a bank or other lending institution participating out the loan, the Fund will treat both the lending bank or other lending institution and the borrower as “issuers.” For purposes of this restriction, an investment in a repurchase agreement, reverse repurchase agreement, collateralized loan obligation, collateralized bond obligation, collateralized debt obligation or a swap or other derivative will be considered to be an investment in the industry (if any) of the underlying or reference security, instrument or asset. |
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| 4. | Purchase or sell real estate, except that the Fund may: (a) acquire or lease office space for its own use, (b) invest in securities and/or other instruments of issuers that invest in real estate or interests therein or that are engaged in or operate in the real estate industry, (c) invest in securities and/or other instruments that are secured by real estate or interests therein, (d) purchase and sell mortgage-related securities and/or other instruments, (e) hold and sell real estate acquired by the Fund as a result of the ownership of securities and/or other instruments and (f) as otherwise permitted by the 1940 Act, as amended from time to time by (i) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, and (ii) any exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. |
| 5. | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial or derivative instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by the 1940 Act, as amended from time to time, the rules and regulation promulgated by the SEC under the 1940 Act, as amended from time to time, or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. |
| 6. | Make loans of money or property to any person, except (a) to the extent that securities, instruments, credit obligations or interests (including Senior Loans) in which the Fund may invest, or which the Fund may originate, are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by the 1940 Act, as amended from time to time, the rules and regulation promulgated by the SEC under the 1940 Act, as amended from time to time, or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time. |
Thus, with respect to the foregoing restrictions 1 and 3, the Fund currently may not:
| 1. | Issue senior securities or borrow money, except as permitted by the 1940 Act and the rules and regulations thereunder. Currently, the 1940 Act and the rules and regulations thereunder generally limit the extent to which the Fund may utilize borrowings, together with any other senior securities representing indebtedness, to 33 and 1/3% of the Fund’s Managed Assets at the time utilized (less the Fund’s liabilities and indebtedness not represented by senior securities). In addition, the 1940 Act limits the extent to which the Fund may issue preferred shares plus senior securities representing indebtedness to 50% of the Fund’s Managed Assets (less the Fund’s liabilities and indebtedness not represented by senior securities). Indebtedness associated with reverse repurchase agreements and similar financing transactions may be aggregated with any other senior securities representing indebtedness for this purpose or be treated as derivatives transactions under the 1940 Act and the rules and regulations thereunder, depending on the Fund’s election under applicable SEC requirements. |
| 2. | Invest in any security if, as a result 25% or more of the value of the Fund’s total assets, taken at market value at the time of each investment, are in the securities of issuers in any particular industry except securities issued or guaranteed by the U.S. government and its agencies and instrumentalities or securities of state and municipal governments or their political subdivisions (however, not including private purpose industrial development bonds issued on behalf of non-government issuers). (For the avoidance of doubt, the Fund’s investments in private purpose industrial development bonds issued on behalf of non-government issuers will be subject to restriction 3). |
The latter part of certain of the Fund’s fundamental investment restrictions (i.e., the references to “as may otherwise be permitted by the 1940 Act, as amended from time to time and as modified or supplemented from time to time by (i) the rules and regulations promulgated by the SEC under the 1940 Act, as amended from time to time, and (ii) any exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time”) provide the Fund with flexibility to change its limitations in connection with changes in applicable law, rules, regulations or exemptive relief. The language used in these restrictions provides the necessary flexibility to allow the Fund’s Board to respond efficiently to these kinds of developments without the delay and expense of a shareholder meeting.
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Dividend Reinvestment Plan (Unaudited)
Pursuant to the Dividend Reinvestment Plan (the “DRIP”), income dividends and/or capital gain distributions to Common Shareholders will automatically be reinvested in additional Common Shares of the Fund by the Plan Administrator. A Common Shareholder may terminate participation in the DRIP at any time by notifying the DRIP Administrator before the record date of the next distribution through the Internet, by telephone or in writing.
1.
The Plan Administrator will open an account for each holder of Common Shares under the Plan in the same name in which such holder of Common Shares is registered. Whenever the Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash,
non-participants
in the Plan will receive cash and Participants will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Administrator for the Participants’ accounts, depending upon the circumstances described below, either through (i) receipt of additional unissued but authorized Common Shares from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the open market (“Open-Market Purchases”) on the New York Stock Exchange or elsewhere. 2.
If, on the payment date for any Dividend, the closing market price plus estimated per share fees (which include any brokerage commissions the Plan Administrator is required to pay) is equal to or greater than the net asset value (“NAV”) per Common Share, the Plan Administrator will invest the Dividend amount in Newly Issued Common Shares on behalf of the Participants. The number of Newly Issued Common Shares to be credited to each Participant’s account will be determined by dividing the dollar amount of the Dividend by the NAV per Common Share on the payment date; provided that, if the NAV is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the payment date. If, on the payment date for any Dividend, the NAV per Common Share is greater than the closing market value plus per share fees, the Plan Administrator will invest the Dividend amount in Common Shares acquired on behalf of the Participants in Open-Market Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the Common Shares trade on an
“ex-dividend”
basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases. It is contemplated that the Fund will pay monthly income Dividends. Therefore, the period during which Open-Market Purchases can be made will exist only from the payment date of each Dividend through the date before the next “ex-dividend”
date which typically will be approximately ten days. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per Common Share exceeds the NAV per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the NAV of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at the NAV per Common Share at the close of business on the Last Purchase Date provided that, if the NAV is less than or equal to 95% of the then current market price per Common Share; the dollar amount of the Dividend will be divided by 95% of the market price on the payment date. 3.
The Plan Administrator maintains all Participants’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by Participants for tax records. Common Shares in the account of each Participant will be held by the Plan Administrator on behalf of the Participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to Participants and vote proxies for Common Shares held under the Plan in accordance with the instructions of the Participants.
4.
In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Administrator will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.
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5.
There will be no charges with respect to Common Shares issued directly by the Fund. However, each Participant will pay a per Common Share fee incurred in connection with Open Market Purchases. The automatic reinvestment of Dividends will not relieve Participants of any Federal, state or local income tax that may be payable (or required to be withheld) on such dividend. Participants that request a sale of Common Shares through the Plan Administrator will be subject to a sales fee for Common Share sold. All per Common Share fees include any applicable brokerage commissions the Plan Administrator is required to pay.
6.
The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to Participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the Participants.
7.
All correspondence or questions concerning the Plan should be directed to the Plan Administrator, U.S. Bancorp Fund Services, LLC, in writing to 615 East Michigan Street, Milwaukee, Wisconsin 53202.
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Additional Information
FEDERAL TAX INFORMATION (Unaudited)
For the fiscal year ended October 31, 2022, certain dividends paid by the Fund may be subject to a maximum rate of 20%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was 0.0%.
For corporate shareholders, the percent of ordinary income distributions qualifying for corporate dividends received deduction for the fiscal year ended October 31, 2022 was 0.0%.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C) for fiscal year ended October 31, 2022 was 0.0%.
The percentage of taxable ordinary income distributions that are designated as interest related dividends under Internal Revenue Section 871 (k)(1)(C) for fiscal year ended October 31, 2022 was 95.5%.
Pursuant to Section 853 of the Internal Revenue Code, the Fund did not designate any amounts as foreign taxes paid for the fiscal year ended October 31, 2022. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.
Delaware Statutory Trust Act — Control Share Acquisitions
On August 1, 2022, certain new provisions of Delaware law, applicable to the Fund as a Delaware statutory trust, went into effect. Pursuant to these new provisions, shareholders of the Fund that acquire ownership of shares equal to or greater than certain thresholds tied to the overall voting interests of the Fund or the voting interests of a class of shares of the Fund may, with respect to certain shares, have limited ability to vote with respect to certain proposals. The first threshold which could trigger these new provisions is ownership of 10% or more of the overall voting interests of the Fund or of a class of shares of the Fund.
These provisions do not retroactively apply to acquisitions of shares that occurred prior to the August 1, 2022. However, such shares will be aggregated with any shares acquired after that date for purposes of determining whether a voting power threshold is exceeded, resulting in the newly acquired shares constituting control shares.
These provisions require shareholders to disclose to the Fund any control share acquisition within 10 days of such acquisition and, upon request, to provide any information that the Fund’s Board of Trustees reasonably believes is necessary or desirable to determine whether a control share acquisition has occurred.
The foregoing is only a summary of certain aspects of new Delaware law. Shareholders should consult their own legal counsel to determine the application of these provisions with respect to their shares of the Fund and any subsequent acquisitions of shares.
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Approval of Investment Advisory Agreement
Background
At a meeting of the Board of KKR Income Opportunities Fund (the “Fund”) held on June 15, 2022 (the “Meeting”), the members of the Board, including the Trustees who are not “interested persons” of the Fund (the “Independent Trustees”), as defined in the Investment Company Act of 1940, as amended, considered and unanimously approved the continuance of the investment advisory agreement between KKR Credit Advisors (US) LLC (the “Adviser”) and the Fund (the “Investment Advisory Agreement”).
Prior to the Meeting, the Independent Trustees received a memorandum from their independent legal counsel concerning the duties and responsibilities of board members in considering approval of the Investment Advisory Agreement. The Board had also received and considered materials it deemed reasonably necessary for its review of the Investment Advisory Agreement, including materials and reports prepared by the Adviser and a third-party service provider comparing fee, expense and performance information to that of the Fund’s Morningstar category and another Morningstar category the Adviser believes provides an appropriate comparison(“Morningstar categories”) as well as a collection of
registered closed-end funds
believed by the Adviser to have comparable investment objectives and strategies (the “Peer Funds”). The Independent Trustees discussed with management and separately with their independent legal counsel the materials provided by management prior to the Meeting.
In its consideration of the approval of the Investment Advisory Agreement, the Board considered various factors, including the following:
Nature, Extent and Quality of Services
In considering the nature, extent and quality of services provided by the Adviser, the Board members relied on their ongoing experience as Trustees of the Fund as well as on the materials provided at and prior to the Meeting. The Board reviewed and considered the nature and extent of the investment advisory services provided by the Adviser under the Investment Advisory Agreement, including portfolio management, investment research and overseeing portfolio transactions. It was further noted that the Adviser coordinates and oversees the provision of services provided to the Fund by other service providers.
The Board reviewed and considered the qualifications, background and experience of the investment team and other key personnel of the Adviser who provide advisory
and non-advisory services
to the Fund. The Board also considered the resources, operations and practices of the Adviser both generally and in managing the Fund’s portfolio. The Board noted the Adviser’s extensive experience in managing portfolios of loans and fixed income securities, knowledge of loan and fixed income markets, and analytical and risk management capabilities. The Board determined that the nature and extent of services provided by the Adviser to the Fund were appropriate and that the Fund should continue to benefit from the nature, extent and quality of these services as a result of the Adviser’s experience, personnel, operations and resources. Performance, Fees and Expenses of the Fund
The Board considered the performance of the Fund for
the one-year, three-year,
five-year and since inception periods (as of December 31, 2021) under the management of the Adviser on an absolute basis and in comparison to that of the Peer Funds and the Morningstar categories. The Board also considered the Adviser’s rationale for including certain funds among the Peer Funds for purposes of comparison, as well as the reasons why the Adviser believes that the Fund’s Morningstar category provides an imprecise comparison. The Adviser also discussed with the Board the key contributors and detractors to the Fund’s performance during the period. The Board then discussed with the Adviser the Fund’s fees and expenses relative to the Peer Funds and other accounts advised by the Adviser. The Board noted that the Fund’s advisory fee is generally comparable to the fees charged by the Adviser or its affiliates to other clients for which it provides comparable services or uses overlapping
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portfolio management team members. The Board further noted that the Fund’s advisory fee was higher than the median of the Peer Funds and each of the Morningstar categories. The Board also took into account the impact of leverage on the advisory fee paid by the Fund. In addition to the advisory fee, the Board also reviewed the Fund’s total expense ratio and observed that the Fund’s total expense ratio was higher than the median of the Peer Funds and each of the Morningstar categories. Following its review, in light of the extent and high quality of services that the Fund receives, the Board determined that the Fund’s performance under the management of the Adviser was satisfactory and that the Fund’s fees and expenses were reasonable.
Economies of Scale
The Board considered the size and growth prospects of the Fund and how it relates to the structure of the Fund’s advisory fee schedule, which does not include breakpoints. The Board considered that the Fund is
a closed-end fund
and thus not expected to have regular inflows of capital and that growth would only be achieved through market appreciation or new issuances, such as the Fund’s preferred shares offering and any future offerings. Profitability of the Adviser and Affiliates
The Board considered the profitability to the Adviser of its relationship with the Fund. The Board had been provided information concerning costs incurred and profits realized by the Adviser under the Investment Advisory Agreement. The Adviser discussed its cost allocation methodology and the reasons why the Adviser believed it to be reasonable. The Board also examined the level of profits that could be expected to accrue to the Adviser from the fees payable under the Investment Advisory Agreement. After discussion and analysis, the Board concluded that the profitability was in no case such as to render the advisory fee excessive.
Other Benefits of the Relationship
The Board considered other benefits to the Adviser and its affiliates derived from their relationship with the Fund. Based on information provided by and discussions with the Adviser, the Board concluded that these benefits did not appear to be material at that time.
Resources of the Adviser and Relationship with the Fund
The Board considered the financial circumstances of the Adviser and whether the Adviser has the resources necessary to perform its obligations under the Investment Advisory Agreement. The Board also reviewed and considered the relationship between the Fund and the Adviser, including the policies and procedures formulated and adopted by the Adviser for managing the Fund’s operations and the Board’s confidence in the competence and integrity of senior managers and key personnel of the Adviser. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Investment Advisory Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.
Other Factors
The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund’s Chief Compliance Officer and concluded that the conduct of business by the Adviser demonstrates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund’s business.
General Conclusion
After considering and weighing all of the above factors, the Board concluded that the advisory fee was reasonable in light of the services provided by the Adviser and it would be in the best interests of the Fund and its shareholders to approve the renewal of the Investment Advisory Agreement for another year. In reaching this conclusion the Board did not give particular weight to any single factor referenced above. The Board considered these factors during the Meeting and over the course of numerous meetings, some of which were in executive session with only the Independent Trustees and their independent legal counsel present. Individual Trustees may have ascribed different weights to these factors in their individual considerations in reaching their unanimous decision to approve the renewal of the Investment Advisory Agreement.
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Privacy Notice
Protection and Security of Your Personal Information
Kohlberg Kravis Roberts & Co. L.P. (“KKR”) respects our investors’ right to privacy. All financial companies choose how they share personal information. Consumers have the right under U.S. federal law to limit some, but not all, sharing of personal information. U.S. federal law also requires us to inform you how we collect, share and protect your personal information. Investors may also have additional limiting rights under their respective State’s law. This notice is provided by KKR, its affiliates, and funds (“KKR”, “we”, or “us”). Please read this notice carefully to understand what we do, and call us at (212)
750-8300
if you have any questions. The Personal Information We Collect and How We Collect It
We collect the following types of personal information about individuals who are our investors:
| • | Information we receive from investors in subscription agreements, questionnaires and in other forms, such as name, address, account information, social security number, the types and amounts of investments, statements of net worth, telephone number, and other contact information; |
| • | Information we receive from investors, affiliates and other companies about investors’ transactions with us, our affiliates, or other financial institutions with which we have relationships; and |
| • | Information we receive from third parties such as demographic information and information collected to comply with law and regulation. |
When you are no longer an investor with us, we continue to share your information as described in this notice.
How and Why We Share Personal Information
This section lists reasons why financial companies can share their customers’ personal information. With respect to each reason, we explain whether KKR chooses to share for this reason and, if we do share, whether you can limit this sharing.
| • | For everyday business purposes: KKR shares personal information for everyday business purposes, such as to |
| • | process your transactions; |
| • | provide financial products or services to you; |
| • | maintain your investment(s); |
| • | secure business services, including printing, mailing, and processing or analyzing data; |
| • | secure professional services, including accounting and legal services; or |
| • | respond to court orders and legal investigations. |
You cannot limit sharing by KKR for everyday business purposes.
| • | For our marketing purposes: KKR shares personal information for our marketing purposes so that we can offer products and services to you. You cannot limit sharing by KKR for this reason. |
| • | For joint marketing with other financial companies: KKR does not share personal information for joint marketing with other financial companies. |
| • | For use by affiliates in providing products and services to you: KKR shares personal information for our affiliates’ use in providing you with products and services that meet your financial services needs. You cannot limit sharing by KKR for this reason. |
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| • | For the everyday business purposes of affiliates: KKR does not share personal information, including information about your credit worthiness, with our affiliates for their everyday business purposes. |
| • | For use by affiliates to market to you: KKR does not share personal information with affiliates so that they can market to you. |
| • | For use by KKR does not share personal information with non-affiliates to market to you: non-affiliates so that they can market to you. |
U.S. Federal law gives you the right to limit sharing of your personal information only for use (i) by affiliates everyday business purposes (information about your creditworthiness), (ii) by affiliates to market to you, and (iii) by
non-affiliates
to market to you. U.S. State laws and individual companies may give you additional rights to limit sharing. How We Protect Your Personal Information
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Definitions
Affiliates:
Companies related by common ownership or control. They can be financial and nonfinancial companies. KKR does not share with our affiliates, except to provide you products and services that meet your financial needs. Non-affiliates:
non-affiliates
so they can market to you. Joint Marketing:
A formal agreement between nonaffiliated financial companies that together market financial products and services to you. KKR does not jointly market. 69
Item 2. Code of Ethics.
| (a) | The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer and principal accounting officer. |
Item 3. Audit Committee Financial Expert.
(a)(1) The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee.
(a)(2) Tobin V. Levy 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.
Deloitte & Touche LLP billed the Fund aggregate fees for services rendered to the Fund for the fiscal years as follows:
| FYE 10/31/2022 | FYE 10/31/2021 | |||||||
| (a)Audit Fees |
$ | 70,000 | $ | 65,000 | ||||
| (b)Audit-Related Fees |
N/A | N/A | ||||||
| (c)Tax Fees |
$ | 10,410 | $ | 10,000 | ||||
| (d)All Other Fees |
N/A | N/A | ||||||
(e)(1) The Audit Committee pre-approves, to the extent required by applicable regulations (including paragraph (c)(7) of Rule 2-01 of Regulation S-X), (i) all audit and permitted non-audit services rendered by the independent accountants to the registrant and (ii) all non-audit services rendered by the independent accountants to the registrant’s investment adviser and to certain affiliates of the investment adviser.
(e)(2) The percentage of fees billed by Deloitte & Touche LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| FYE 10/31/2022 | FYE 10/31/2021 | |||||||
| Audit-Related Fees |
N/A | N/A | ||||||
| Tax Fees |
0 | % | 0 | % | ||||
| All Other Fees |
N/A | N/A | ||||||
(f) Not applicable.
(g) The aggregate non-audit fees and services billed by Deloitte & Touche LLP for the fiscal periods were $10,410 and $10,000, respectively.
(h) Not applicable.
Item 5. Audit Committee of Listed Registrants.
(a) The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. This standing audit committee is comprised of Mr. Tobin V. Levy, Mr. Jeffrey L. Zlot, Ms. Catherine B. Sidamon-Eristoff and Mr. Michael E. Cahill.
Item 6. Investments.
(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The registrant’s proxy voting and corporate actions policy and procedures are as follows:
PROXY VOTING POLICY AND PROCEDURES
| A. | General |
KKR Credit Advisors (US) LLC (the “Adviser”) provides investment advisory services to its Client, and invests the assets of these Clients in securities issued by public and private issuers. The Adviser has authority to vote proxies relating to such securities on behalf of its Clients. The Securities and Exchange Commission (the “SEC”) has adopted Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Under this rule, registered investment advisers that exercise voting authority over securities held in client portfolios are required to implement proxy voting policies and describe those policies to their clients.
This policy is designed to ensure that all proxies are voted in the best interest of the Adviser’s Clients, to provide disclosure of the Adviser’s proxy voting records and to ensure that certain documentation is retained.
| B. | Proxy Voting Procedures |
To assist it in its proxy-voting responsibilities, the Adviser currently subscribes to proxy-related services offered by Institutional Shareholder Services, Inc. (“ISS”). ISS provides the Adviser with its independent analysis and recommendation with respect to generally all proxy proposals that the Adviser votes on behalf of its clients, with respect to both U.S. and non-U.S. securities of publicly traded companies.
The Adviser will have the responsibility of voting proxies that it receives on behalf of its Clients. The Adviser has engaged ISS to assist with its proxy voting, however, the Adviser retains ultimate voting discretion with respect to its Clients. The Adviser may depart from an ISS recommendation in order to avoid voting decisions believed to be contrary to the best interests of its Clients. In each instance where the Adviser votes contrary to the ISS recommendation, The Adviser’s Legal/Compliance, in conjunction with the Adviser’s investment analyst who provides coverage for the relevant issuer, will document the basis for its contrary voting decision.
In addition, the Adviser may choose not to vote proxies in certain situations, such as where the Adviser has deemed the cost of voting would exceed any anticipated benefit to the Adviser’s Clients or where a proxy is received by the Adviser for a security it no longer manages on behalf of its Clients. The Adviser’s Legal/Compliance, in conjunction with the Adviser’s investment analyst who provides coverage for the relevant issuer, will document the basis for the Adviser’s decision not to vote.
| C. | Conflicts of Interest |
The Adviser may occasionally be subject to conflicts of interest in the voting of proxies due to business or personal relationships it maintains with persons having an interest in the outcome of certain votes. The Adviser, its affiliates and/or its employees may also occasionally have business or personal relationships with the proponents of proxy proposals, participants in proxy contests, corporate directors and officers or candidates for directorships.
If at any time, the Adviser becomes aware of an existing or potential conflict of interest relating to a particular proxy proposal, the Adviser’s Conflicts Committee (“Conflicts Committee”), or its designee, must be notified. Provided the Conflicts Committee has determined that a conflict or potential for a conflict exists, the proxy must be voted in alignment with the recommendation set forth by ISS. Appropriate documentation will be maintained by the Conflicts Committee.
| D. | Proxy Voting Records |
In accordance with Rule 204-2 under the Advisers Act, the Adviser will maintain the following records in connection with the Adviser’s proxy voting policies and procedures:
| • | a copy of the proxy voting policies and procedures; |
| • | a copy of all proxy statements received regarding securities of its Clients; |
| • | a record of each vote the Adviser casts on behalf of Firm Clients; |
| • | records of the Adviser’s Client requests for proxy voting information, including a copy of each written request for information on how the Adviser voted proxies on behalf of the Client, and a copy of any written response by the Adviser to any Client request for information on how the Adviser voted proxies on its behalf; and |
| • | any documentation prepared by the Adviser that was material to making a decision on how to vote, or that memorialized the basis for the voting decision. |
The foregoing records will be maintained and preserved in accordance with the Adviser’s Maintenance of Books and Records Policy.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Information presented is as of October 31, 2022
(a)(1) Investment Team
The Fund is positioned, under the management of the Adviser, to take advantage of the full resources of KKR & Co. Inc.’s (together with its affiliates, “KKR”) global network. With more than 2,400 employees in its business, including approximately 740 dedicated investment professionals, located in San Francisco, New York, Orlando, London, Dublin, Madrid, Hong Kong, Mumbai, Singapore and Sydney, the Adviser’s investment teams seek to leverage KKR’s private equity experience and extensive industry relationships in making strong investment choices on behalf of its clients. The investment professional of the Adviser, who has primary responsibility for day-to-day management and oversight of the Fund is Christopher A. Sheldon. Additionally, the US Leveraged Credit Investment Committee that exercises oversight over, and provides insight to, the investment activities of the Fund is comprised of:
Christopher A. Sheldon joined KKR in 2004, and is a Member of KKR. Mr. Sheldon serves as the Head of Leveraged Credit. Mr. Sheldon is a Portfolio Manager for the Adviser’s Leveraged Credit and Private Credit funds and portfolios. Mr. Sheldon is a member of the Adviser’s US Leveraged Credit Investment Committee, Global Private Credit Investment Committee and the Adviser’s Portfolio Management Committee. Prior to joining KKR, Mr. Sheldon was a vice president and senior investment analyst with Wells Fargo’s high yield securities group. Previously, Mr. Sheldon worked at Young & Rubicam Advertising and SFM Media Corporation in their media-planning departments. Mr. Sheldon holds a B.A. from Denison University.
Jeremiah S. Lane joined KKR in 2005, and is a Member of KKR. Mr. Lane is a Portfolio Manager for the Adviser’s Leveraged Credit funds and portfolios. Mr. Lane is a member of the Adviser’s US Leveraged Investment Committee, as well as a member of the Adviser’s Portfolio Management Committee. Prior to joining KKR, Mr. Lane worked as an associate in the investment banking/technology, media and telecom group at J.P. Morgan Chase. Mr. Lane holds an A.B. with honors in History from Harvard University.
(a)(2) Other Accounts Managed by the Portfolio Managers
The portfolio manager primarily responsible for the day-to-day management of the Fund also manages other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of October 31, 2022: (i) the number of registered investment companies, pooled investment vehicles and other accounts managed by the portfolio manager; and (ii) the total assets under management (“AUM”) of such companies, vehicles and accounts, and the number and total AUM of such companies, vehicles and accounts with respect to which the advisory fee is based on performance.
Christopher A. Sheldon
| Number of Accounts |
Assets of Accounts (in millions) |
Number of Accounts Subject to a Performance Fee |
Assets Subject to a Performance Fee (in millions) |
|||||||||||||
| Registered Investment Companies |
2 | $ | 1,152 | — | $ | — | ||||||||||
| Pooled Investment Vehicles Other Than Registered Investment Companies |
12 | $ | 27,084 | 6 | $ | 21,460 | ||||||||||
| Other Accounts |
16 | $ | 4,971 | 9 | $ | 2,656 | ||||||||||
Jeremiah S. Lane
| Number of Accounts |
Assets of Accounts (in millions) |
Number of Accounts Subject to a Performance Fee |
Assets Subject to a Performance Fee (in millions) |
|||||||||||||
| Registered Investment Companies |
— | $ | — | — | $ | — | ||||||||||
| Pooled Investment Vehicles Other Than Registered Investment Companies |
7 | $ | 74,436 | 1 | $ | 16,800 | ||||||||||
| Other Accounts |
49 | $ | 22,465 | 1 | $ | 249 | ||||||||||
(a)(2)(iv) Conflicts Of Interest
The Adviser will experience conflicts of interest in connection with the management of the Fund, including, but not limited to, those discussed below. Dealing with conflicts of interest is complex and difficult, and new and different types of conflicts may subsequently arise.
| • | The members, officers and other personnel of the Adviser allocate their time, resources and other services between the Fund and other investment and business activities in which they are involved, including other funds, investment vehicles and accounts managed by KKR. The Adviser intends to devote such time as shall be necessary to conduct the Fund’s business affairs in an appropriate manner. However, the Adviser will continue to devote the time, resources and other services necessary to managing its other investment and business activities, and the Adviser is not precluded from conducting activities unrelated to the Fund. Substantial time will be spent by such members, officers and personnel monitoring the investments of other funds, investment vehicles and accounts managed by KKR. |
| • | The Adviser will, at times, compete with certain of its affiliates, including other entities it manages, for investments for the Fund, subjecting the Adviser to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending acquisitions on the Fund’s behalf. The Adviser will receive advisory and other fees from the other entities it manages, and due to fee-offset provisions contained in the management agreements for such entities, the fees, at times, will not be proportionate to such entities’ investment accounts for any given transaction and the Adviser may have an incentive to favor entities from which it receives higher fees. |
| • | The Fund has adopted the Adviser’s allocation policy, which is designed to fairly and equitably distribute investment opportunities over time among funds or pools of capital managed by the Adviser, which may include proprietary accounts, including investment or co-investment vehicles established for personnel of KKR or its affiliates. The Adviser’s allocation policy provides that once an investment has been approved and is deemed to be in the Fund’s best interest, the Fund will receive a pro rata share of the investment based on capital available for investment in the asset class being allocated. Determinations as to the amount of capital available for investment are based on such factors as: the amount of cash on-hand, existing commitments and reserves, the targeted leverage level, the targeted asset mix and diversification requirements, other investment policies and restrictions, and limitations imposed by applicable laws, rules, regulations or interpretations. The outcome of this determination will result in the allocation of all, some or none of an investment opportunity to the Fund. In addition, subject to applicable law, affiliates of the |
| Adviser will, from time to time, invest in one of the Fund’s portfolio companies and hold a different class of securities than the Fund. To the extent that an affiliate of the Adviser holds a different class of securities than the Fund, its interests might not be aligned with the Fund’s. Notwithstanding the foregoing, the Adviser will act in the best interest of the Fund in accordance with its fiduciary duty to the Fund. |
| • | The appropriate allocation among the Fund and other KKR funds and accounts of expenses and fees generated in the course of evaluating and making investments often will not be clear, especially where more than one KKR fund or account participates. The Adviser will determine, in its sole discretion, the appropriate allocation of investment-related expenses, including broken deal expenses incurred in respect of unconsummated investments and expenses more generally relating to a particular investment strategy, among the funds and accounts participating or that would have participated in such investments or that otherwise participate in the relevant investment strategy, as applicable, which could result in the Fund bearing more or less of these expenses than other participants or potential participants in the relevant investments. |
| • | The compensation payable by the Fund to the Adviser will be approved by the Board consistent with the exercise of the requisite standard of care applicable to trustees under state law. Such compensation is payable, in most cases, regardless of the quality of the assets acquired, the services provided to the Fund or whether the Fund makes distributions to Shareholders. |
| • | The Adviser and its affiliates will, at times, provide a broad range of financial services to companies in which the Fund invests, in compliance with applicable law, and will generally be paid fees for such services. In addition, affiliates of the Adviser could act as an underwriter or placement agent in connection with an offering of securities by one of the companies in the Fund’s portfolio. Any compensation received by the Adviser and its affiliates for providing these services will not be shared with the Fund and could be received before the Fund realizes a return on its investment. The Adviser will face conflicts of interest with respect to services performed for these companies, on the one hand, and investments recommended to the Fund, on the other hand. |
| • | KKR engages in a broad range of business activities and invests in portfolio companies and other issuers whose operations could be substantially similar to the issuers of the Fund’s portfolio investments. The performance and operation of such competing businesses could conflict with and adversely affect the performance and operation of the issuers of the Fund’s portfolio investments and could adversely affect the prices and availability of business opportunities or transactions available to these issuers. |
| • | From time to time, to the extent consistent with the 1940 Act and the rules and regulations promulgated thereunder, or with exemptive relief the Fund receives from the SEC, if any, the Fund and other clients for which the Adviser provides investment management services or carries on investment activities (including, among others, clients that are employee benefit plans subject to ERISA and related regulations) will make investments at different levels of an investment entity’s capital structure or otherwise in different classes of an issuer’s securities. These investments inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities held by the Fund and such other clients, including in the case of financial distress of the investment entity. |
| • | KKR and the Adviser sponsor and advise, and expect in the future to sponsor and advise, a broad range of investment funds, vehicles, and other accounts, including proprietary vehicles, that make investments worldwide. KKR will, from time to time, also make investments for its own account, including, for example, through investment and co-investment vehicles established for KKR personnel and associates. The Adviser and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships (including, among others, relationships with clients that are employee benefit plans subject to ERISA and related regulations) or from engaging in other business activities, even to the extent such activities are in competition with the Fund and/or involve substantial time and resources of the Adviser. For example, the Adviser could invest, on behalf of an affiliated fund, in a company that is a competitor of one of the Fund’s portfolio companies or that is a service provider, supplier, customer or other counterparty with respect to one of the Fund’s portfolio companies or the Adviser could, on behalf of other entities it manages, acquire assets originated by, or provide financing to, portfolio companies and other issuers in which the Fund invests. In providing advice and recommendations |
| to, or with respect to, such investments and in dealing in such investments on behalf of such other affiliated fund, to the extent permitted by law, the Adviser or its affiliates will not take into consideration the interests of the Fund and its portfolio investments and issuers thereof. Accordingly, such advice, recommendations and dealings will result in conflicts of interest for the Adviser. In addition, the Adviser’s ability to effectively implement the Fund’s investment strategies will be limited to the extent that contractual obligations relating to these permitted activities restrict the Adviser’s ability to engage in transactions that it would otherwise be interested in pursuing. Affiliates of the Adviser, whose primary business includes the origination of investments, engage in investment advisory business with accounts that compete with the Fund. |
| • | The Adviser and its affiliates will, from time to time, give advice and recommend securities to other clients that differs from, or is contrary to, advice given to or securities recommended or bought for the Fund even though their investment objectives are similar to the Fund’s. |
| • | To the extent not restricted by confidentiality requirements or applicable law, the Adviser will, from time to time, apply experience and information gained in providing services to the Fund’s portfolio companies in providing services to competing companies invested in by affiliates’ other clients, which could have adverse consequences for the Fund or its portfolio investments. In addition, in providing services in respect of such portfolio companies and other issuers of portfolio investments, the Adviser or its affiliates will, from time to time, come into possession of information that it is prohibited from acting on (including on behalf of the Fund) or disclosing as a result of applicable confidentiality requirements or applicable law, even though such action or disclosure would be in the interests of the Fund. |
| • | As a registered investment company, the Fund is limited in its ability to make investments in issuers in which the Adviser or its affiliates’ other clients have an investment. The Fund is limited in its ability to co-invest with the Adviser or one or more of its affiliates without an exemptive order from the SEC. On January 5, 2022, the SEC issued an exemptive order granting exemptive relief that expanded the Fund’s ability to co-invest with certain of its affiliates in privately negotiated transactions subject to restrictive conditions specified in the exemptive order intended to mitigate certain conflicts of interest. |
| • | On February 1, 2021, KKR acquired control of Global Atlantic Financial Group Limited (“Global Atlantic”), a retirement and life insurance company. KKR, including the Adviser, will serve as Global Atlantic’s investment manager. KKR, including the Adviser, generally expects to treat any Global Atlantic account as a client account for the purposes of allocating investment opportunities and related fees and expenses. Certain Global Atlantic accounts may co-invest alongside the Fund in some or all investments in the Fund’s Private Credit Strategy. Due to the limited nature of many Private Credit investment opportunities, the Adviser expects that participation by Global Atlantic accounts in co-investment transactions will generally reduce the allocations otherwise available to other co-investing accounts, including the Fund. The establishment of Global Atlantic accounts investing directly in the Private Credit Strategy investments will create a conflict of interest in that KKR will be incentivized to allocate more attractive investments and scarce investment opportunities to these proprietary entities and accounts rather than to the Fund. To mitigate this conflict, KKR will allocate investment opportunities in a manner that is consistent with an allocation methodology established by KKR and its affiliates (including the Adviser), as described above, in a manner designed to ensure allocations of such opportunities are made on a fair and equitable basis over time. |
| • | The Fund depends to a significant extent on the Adviser’s access to the investment professionals and senior management of KKR and the information and deal flow generated by the KKR investment professionals and senior management during the normal course of their investment and portfolio management activities. The senior management and the investment professionals of the Adviser source, evaluate, analyze and monitor the Fund’s investments. The Fund’s future success will depend on the continued service of the senior management team and investment professionals of the Adviser. |
| • | The Adviser’s relationship with other advisory clients and with KKR could create a conflict of interest to the extent the Adviser becomes aware of inside information concerning investments or potential investment targets. KKR has adopted information-sharing policies and procedures which address both (i) the handling of confidential information and (ii) the information barrier that exists between the public and private sides |
| of KKR. KKR has compliance functions to administer KKR’s information-sharing policies and procedures and monitor potential conflicts of interest. The Fund cannot assure its investors, however, that these procedures and practices will be effective. Although the Fund plans to leverage KKR’s firm-wide resources to help source, conduct due diligence on, structure, syndicate and create value for the Fund’s investments (to the extent permitted by applicable law), KKR’s information-sharing policies and procedures referenced above, as well as certain legal, contractual and tax constraints, could significantly limit the KKR’s ability to do so. For example, from time to time KKR’s personnel will be in possession of material non-public information with respect to the Fund’s investments or potential investments, and as a result, such professionals will be restricted by KKR’s information-sharing policies or by law or contract, from sharing such information with the KKR professionals responsible for making the Fund’s investment decisions, even where the disclosure of such information would be in the best interest of the Fund or would otherwise influence the decisions taken by such investment professionals with respect to such investment or potential investment. In addition, this conflict and these procedures and practices could limit the freedom of the Adviser to enter into or exit from potentially profitable investments for the Fund which could have an adverse effect on the Fund’s results of operations. Conversely, the Adviser could pursue investments for the Fund without obtaining access to confidential information otherwise in its or KKR’s possession, which information, if reviewed, might otherwise impact the Adviser’s judgment with respect to such investments. Accordingly, as a result of such restrictions, the investment activities of KKR’s other businesses will differ from, or be inconsistent with, the interests of and activities that are undertaken for the Fund and there can be no assurance that the Fund will be able to fully leverage all of the available resources and industry expertise of KKR’s other businesses. Additionally, there will be circumstances in which one or more individuals associated with the Adviser will be precluded from providing services to the Fund because of certain confidential information available to those individuals or to other parts of KKR. |
| • | The nature of the Adviser’s businesses and the participation by its employees in creditors’ committees steering committees, or boards of directors of portfolio companies will, from time to time, result in the Adviser receiving material non-public information from time to time with respect to publicly held companies or otherwise becoming an “insider” with respect to such companies. With limited exceptions, KKR does not establish information barriers between its internal investment teams. Trading by KKR on the basis of such information, or improperly disclosing such information, could be restricted pursuant to applicable law and/or internal policies and procedures adopted by KKR to promote compliance with applicable law. Accordingly, the possession of “inside information” or “insider” status with respect to such an issuer by KKR or KKR personnel could, including where an appropriate information barrier does not exist between the relevant investment professionals or has been “crossed” by such professionals, significantly restrict the ability of the Adviser to deal in the securities of that issuer on behalf of the Fund, which could adversely impact the Fund, including by preventing the execution of an otherwise advisable purchase or sale transaction in a particular security until such information ceases to be regarded as material non-public information, which could have an adverse effect on the overall performance of such investment. In addition, affiliates of KKR in possession of such information could be prevented from disclosing such information to the Adviser, even where the disclosure of such information would be in the interests of the Fund. From time to time, the Adviser will also be subject to contractual “stand-still” obligations and/or confidentiality obligations that restrict its ability to trade in certain securities on behalf of the Fund. In certain circumstances, the Fund or the Adviser will engage an independent agent to dispose of securities of issuers in which KKR could be deemed to have material non-public information on behalf of the Fund. Such independent agent could dispose of the relevant securities for a price that is lower than the Adviser’s valuation of such securities which could take into account the material non-public information known to KKR in respect of the relevant issuer. |
| • | The Adviser could develop new businesses such as providing investment banking, advisory and other services to corporations, financial sponsors, management or other persons. Such services could relate to transactions that could give rise to investment opportunities that are suitable for the Fund. In such case, the Adviser’s client would typically require the Adviser to act exclusively on its behalf, thereby precluding the Fund from participating in such investment opportunities. The Adviser would not be obligated to decline any such engagements in order to make an investment opportunity available to the Fund. In addition, the Adviser could come into the possession of information through these new businesses that limits the Fund’s ability to engage in potential transactions. |
| • | The 1940 Act limits the Fund’s ability to invest in, or hold securities of, companies that are controlled by funds managed by KKR. Any such investments could create conflicts of interest between the Fund, the Adviser and KKR. The Adviser will also have, or enter into, advisory relationships with other advisory clients (including, among others, employee benefit plans subject to ERISA and related regulations) that could lead to circumstances in which a conflict of interest between the Adviser’s advisory clients could exist or develop. In addition, to the extent that another client of the Adviser or KKR holds a different class of securities than the Fund, the interest of such client and the Fund might not be aligned. As a result of these conflicts and restrictions, the Adviser could be unable to implement the Fund’s investment strategies as effectively as it could have in the absence of such conflicts or restrictions. In order to avoid these conflicts and restrictions, the Adviser could choose to exit these investments prematurely and, as a result, the Fund would forgo any future positive returns associated with such investments. |
| • | Certain other KKR client accounts or proprietary accounts have investment objectives, programs, strategies and positions that are similar to, or conflict with, those of the Fund, or compete with, or have interests adverse to, the Fund. This type of conflict could affect the prices and availability of the securities or interests in which the Fund invests. KKR will, from time to time, give advice or take action with respect to the investments held by, and transactions of, other KKR client accounts or proprietary accounts that could be different from or otherwise inconsistent with the advice given or timing or nature of any action taken with respect to the investments held by, and timing or nature of any action taken with respect to the investments held by, and transactions of, the Fund. Such different advice and/or inconsistent actions could be due to a variety of reasons, including, without limitation, the differences between the investment objective, program, strategy and tax treatment of the other KKR client accounts or proprietary accounts and the Fund or the regulatory status of other KKR client accounts and any related restrictions or obligations imposed on KKR as a fiduciary thereof. Such advice and actions could adversely impact the Fund. |
| • | KKR, for its own account or for the account of other KKR clients, could enter into real estate-related transactions with Fund portfolio companies. Such transactions could include, for example, buying or selling real estate assets, acquiring or entering into leasing arrangements or amending such arrangements or transferring options or rights of first refusal to acquire real estate assets. Such transactions, which do not involve securities, are not governed by restrictions on principal transactions and cross transactions but are subject to specific policies and procedures established by KKR to manage related conflicts. |
| • | The 1940 Act prohibits the Fund from participating in certain transactions with certain of its affiliates including an Adviser-affiliated broker-dealer. The Fund generally is prohibited, for example, from buying or selling any securities from or to another client of the Adviser or of KKR. The 1940 Act also prohibits certain “joint” transactions with certain of the Fund’s affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves jointness) or transactions in which a broker-dealer affiliated with the Adviser participates as principal with the Fund. If a person acquires more than 25% of the Fund’s voting securities, the Fund will generally be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons. Similar restrictions limit the Fund’s ability to transact business with its officers or trustees or their affiliates. The SEC has interpreted the 1940 Act rules governing transactions with affiliates to prohibit certain “joint transactions” involving entities that share a common investment adviser. As a result of these restrictions, the scope of investment opportunities that would otherwise be available to the Fund will be limited. These investment opportunities will generally be made available to other funds, vehicles and accounts advised by the Adviser that are not subject to similar restrictions under the 1940 Act. |
| • | The Fund’s shareholders are based in a wide variety of jurisdictions and take a wide variety of forms. Accordingly, they could have conflicting regulatory, legal, investment, tax, and other interests with respect to their investments in the Fund. The conflicting interests of individual shareholders relate to or arise from, among other things, the nature of investments made by the Fund, the selection, structuring, acquisition and |
| management of investments, the timing of disposition of investments, internal investment policies of the shareholders and their target risk/return profiles. As a consequence, conflicts of interest could arise in connection with decisions made by the Adviser, including with respect to the nature or structuring of investments, which could be more beneficial for one shareholder than for another shareholder, especially with respect to shareholders’ individual tax situations. In addition, the Fund could make investments that have a negative impact on related investments made by the Fund in separate transactions. In selecting and structuring investments appropriate for the Fund, the Adviser will consider the investment and tax objectives of the Fund and its shareholders as a whole, not the investment, tax or other objectives of any shareholder individually. |
The Adviser and the portfolio managers may also face other potential conflicts of interest in managing the Fund, and the descriptions above are not a complete description of every conflict of interest that could be deemed to exist in managing the Fund and other funds and accounts advised or controlled by KKR.
(a)(3) Portfolio Manager Compensation
Consistent with KKR’s global, integrated culture, KKR has one firm-wide compensation and incentive structure based on a global profit and loss statement, which covers the portfolio manager. KKR’s compensation structure is designed to align the interests of the investment personnel serving the Fund with those of the Fund’s shareholders and to give everyone a direct financial incentive to ensure that all of KKR’s resources, knowledge and relationships around the world are utilized to maximize risk-adjusted returns for each strategy.
Each of KKR’s senior executives, including the portfolio manager responsible for the day-to-day management of the Fund, receives a base salary and is eligible for a cash bonus and equity compensation, as well as additional incentives including “dollars at work” in certain KKR fund investments (other than the Fund). The cash bonus, equity compensation and “dollars at work” are discretionary, and “dollars at work” and equity awards are typically subject to a vesting period of several years.
Compensation and other incentives are not formulaic, but rather are judgment and merit driven, and are determined based on a combination of overall firm performance, individual contribution and performance, business unit performance, and relevant market and competitive compensation practices for KKR’s various businesses and the individual roles/responsibilities within each of those businesses.
(a)(4) Securities Ownership of Portfolio Managers
As of the fiscal year ended October 31, 2022, the portfolio manager beneficially owned the following shares of the Fund:
| Portfolio Manager |
Dollar Range of Equity Securities Owned** | |
| Christopher A. Sheldon |
$100,001-$500,000 | |
| Jeremiah S. Lane |
$10,001-$50,000 |
| ** | Ranges (None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000 or over $1,000,000). |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
No purchases were made during the reporting period by or on behalf of the Fund or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the Fund’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).
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 since the registrant last provided disclosure in response to this item.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report on Form N-CSR, that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the investment company on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
(b) There have been no changes in the registrant’s internal control over financial reporting during the year ended October 31, 2022 that 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) There have been no amendments to the Code of Ethics since filed with the October 31, 2021 Form N-CSR filing.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.
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.
| KKR Income Opportunities Fund |
| By /s/ Eric Mogelof |
| Eric Mogelof, President |
| Date 01/06/2023 |
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 /s/ Eric Mogelof |
| Eric Mogelof, President |
| Date 01/06/2023 |
| By /s/ Thomas Murphy |
| Thomas Murphy, Treasurer, Chief Accounting Officer & Chief Financial Officer |
| Date 01/06/2023 |