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 811-22442
First Trust High Income Long/Short Fund
(Exact name of registrant as specified in charter)
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Address of principal executive offices) (Zip code)
W. Scott Jardine, Esq.
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, IL 60187
(Name and address of agent for service)
Registrant’s telephone number, including area code: 630-765-8000
Date of fiscal year end: October 31
Date of reporting period: October 31, 2022
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
(a) The Report to Shareholders is attached herewith.
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Performance | ||||
Average Annual Total Returns | ||||
1 Year Ended 10/31/22 | 5 Years Ended 10/31/22 | 10 Years Ended 10/31/22 | Inception (9/27/10) to 10/31/22 | |
Fund Performance(3) | ||||
NAV | -14.11% | 1.73% | 4.40% | 5.08% |
Market Value | -23.99% | 0.56% | 3.17% | 3.54% |
Index Performance | ||||
ICE BofA US High Yield Constrained Index | -11.45% | 1.88% | 4.06% | 5.07% |
(1) | Most recent distribution paid or declared through October 31, 2022. Subject to change in the future. |
(2) | Distribution rates are calculated by annualizing the most recent distribution paid or declared through the report date and then dividing by Common Share Price or NAV, as applicable, as of October 31, 2022. Subject to change in the future. |
(3) | Total return is based on the combination of reinvested dividend, capital gain, and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per share for NAV returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of future results. |
(4) | The credit quality and ratings information presented above reflect the ratings assigned by one or more nationally recognized statistical rating organizations (NRSROs), including S&P Global Ratings, Moody’s Investors Service, Inc., Fitch Ratings or a comparably rated NRSRO. For situations in which a security is rated by more than one NRSRO and the ratings are not equivalent, the highest rating is used. Sub-investment grade ratings are those rated BB+/Ba1 or lower. Investment grade ratings are those rated BBB-/Baa3 or higher. The credit ratings shown relate to the creditworthiness of the issuers of the underlying securities in the Fund, and not to the Fund or its shares. Credit ratings are subject to change. |
(5) | Percentages are based on long positions only. Short positions are excluded. |
(6) | Includes forward foreign currency contracts. |
• | The 12-month period ended October 31, 2022 has been a tough ride for most segments of the market, which was marked by extreme bouts of volatility, primarily driven by global inflationary concerns. With inflation peaking at over 9% based on the Consumer Price Index, the highest levels in over 40 years in the U.S., the implementation of tighter monetary policy by the U.S. Federal Reserve (the “Fed”) and other central banks around the world has been the primary focus of market participants. With a commitment to restore price stability and reduce inflation to its 2% target, the Fed increased interest rates five times in 2022 to a range of 3.00% to 3.25%, which included three substantial and consecutive rate hikes of 75 basis points (“bps”). |
• | Within this backdrop, global supply chain pressures, impacted by the zero tolerance COVID-19 lockdowns in China earlier in the year, along with geopolitical implications resulting from Russia’s invasion of Ukraine in February 2022 and the ongoing war, also weighed on markets. |
• | Given the heightened volatility over the period, we witnessed a surge in interest rates across the Treasury curve accompanied by yield curve inversion, which is an indication of an economic slowdown. Over the period, the yield of the 2-Year U.S. Treasury soared 398 bps to 4.48%. The yield on the 10-Year rose by 250 bps and closed at 4.05%, while the yield on the 30-Year widened 222 bps to 4.16%. |
• | As yields rose, fixed income and equity markets alike delivered negative returns. The S&P 500® Index declined -14.6% for the period. According to ICE Data, U.S. Corporate investment grade bonds lost -19.6%, Global & European high yield fell -13.9% and -12.0% respectively, and U.S. high yield declined -11.5%. The 10-Year U.S. Treasuries fell -17.7% over the period. |
• | Within commodity markets, oil prices both in the U.S. and globally increased substantially due the Russia-Ukraine war and risk to the energy supply. During the period, we saw oil prices spike to over $110 per barrel from $83.57 at the end of October 2021, but that has corrected in recent months. WTI closed October 2022 at $86.53. |
• | According to the U.S. Bureau of Labor Statistics’ monthly jobs report, U.S. employers’ added over five million jobs during the period and the unemployment rate decreased from 4.6% to 3.7%, figures that in our opinion support a strong labor market. We believe that a tight labor market in the midst of high inflation is a major concern of the Fed and one of the main reasons why the Fed continues to tighten monetary policy to slow the economy. |
• | Due mainly to tighter global monetary conditions and higher energy prices, global manufacturing activity, as measured by IHS Markit’s JPM Global Manufacturing PMI, remains in contraction territory, finishing at 49.4 in October 2022. During the period, export activity continued to fall globally. Although signaling growth in June and July 2022, China’s manufacturing companies, as measured by Caixin China PMI, declined for much of the period, impacted by the restrictive health policies within the country. Likewise, U.S. business activity, as measured by the IHS Markit US Services PMI, and business activity in the Eurozone, as measured by the IHS Markit Eurozone Composite PMI, both contracted during the period. |
Average Annual Total Returns | ||||
1 Year Ended 10/31/22 | 5 Years Ended 10/31/22 | 10 Years Ended 10/31/22 | Inception (9/27/10) to 10/31/22 | |
Fund Performance* | ||||
NAV | -14.11% | 1.73% | 4.40% | 5.08% |
Market Value | -23.99% | 0.56% | 3.17% | 3.54% |
Index Performance | ||||
ICE BofA US High Yield Constrained Index | -11.45% | 1.88% | 4.06% | 5.07% |
* | Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan and changes in NAV per share for NAV returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of future results. |
Principal Value | Description | Stated Coupon | Stated Maturity | Value | ||||
CORPORATE BONDS AND NOTES – 92.5% | ||||||||
Automotive – 3.5% | ||||||||
$2,300,000 | Dana, Inc. (a) | 4.50% | 02/15/32 | $1,761,779 | ||||
1,185,000 | Energizer Holdings, Inc. (b) | 4.38% | 03/31/29 | 956,888 | ||||
1,100,000 | Ford Motor Credit Co., LLC | 5.58% | 03/18/24 | 1,088,026 | ||||
1,400,000 | Ford Motor Credit Co., LLC | 5.13% | 06/16/25 | 1,356,866 | ||||
1,000,000 | Ford Motor Credit Co., LLC | 4.95% | 05/28/27 | 917,020 | ||||
2,205,000 | Ford Motor Credit Co., LLC (a) | 4.13% | 08/17/27 | 1,959,421 | ||||
5,000,000 | Ford Motor Credit Co., LLC (a) | 5.11% | 05/03/29 | 4,479,245 | ||||
710,000 | Goodyear Tire & Rubber (The) Co. | 4.88% | 03/15/27 | 647,800 | ||||
2,255,000 | Thor Industries, Inc. (a) (b) | 4.00% | 10/15/29 | 1,826,618 | ||||
14,993,663 | ||||||||
Basic Industry – 6.1% | ||||||||
435,000 | Avient Corp. (a) (b) | 7.13% | 08/01/30 | 416,554 | ||||
645,000 | Brundage-Bone Concrete Pumping Holdings, Inc. (a) (b) | 6.00% | 02/01/26 | 588,174 | ||||
1,450,000 | Camelot Return Merger Sub, Inc. (a) (b) | 8.75% | 08/01/28 | 1,210,750 | ||||
320,000 | Carpenter Technology Corp. | 6.38% | 07/15/28 | 296,149 | ||||
1,276,000 | Carpenter Technology Corp. (a) | 7.63% | 03/15/30 | 1,248,617 | ||||
1,005,000 | Compass Minerals International, Inc. (b) | 4.88% | 07/15/24 | 953,508 | ||||
808,000 | Compass Minerals International, Inc. (b) | 6.75% | 12/01/27 | 761,271 | ||||
995,000 | Cornerstone Building Brands, Inc. (b) | 6.13% | 01/15/29 | 619,077 | ||||
2,540,000 | Dycom Industries, Inc. (a) (b) | 4.50% | 04/15/29 | 2,222,716 | ||||
1,150,000 | Foundation Building Materials, Inc. (b) | 6.00% | 03/01/29 | 796,184 | ||||
900,000 | Great Lakes Dredge & Dock Corp. (b) | 5.25% | 06/01/29 | 712,993 | ||||
1,970,000 | Innophos Holdings, Inc. (a) (b) | 9.38% | 02/15/28 | 1,878,454 | ||||
2,445,000 | JELD-WEN, Inc. (a) (b) | 4.88% | 12/15/27 | 1,827,356 | ||||
1,820,000 | LGI Homes, Inc. (a) (b) | 4.00% | 07/15/29 | 1,398,497 | ||||
1,855,000 | Meritage Homes Corp. (a) | 6.00% | 06/01/25 | 1,803,851 | ||||
1,125,000 | Novelis Corp. (b) | 3.25% | 11/15/26 | 987,299 | ||||
885,000 | Novelis Corp. (b) | 3.88% | 08/15/31 | 687,773 | ||||
385,000 | Olympus Water US Holding Corp. (b) | 4.25% | 10/01/28 | 313,611 | ||||
1,145,000 | Standard Industries, Inc./NJ (b) | 4.38% | 07/15/30 | 932,442 | ||||
1,390,000 | TopBuild Corp. (a) (b) | 4.13% | 02/15/32 | 1,091,415 | ||||
3,765,000 | TRI Pointe Group, Inc./TRI Pointe Homes, Inc. (a) | 5.88% | 06/15/24 | 3,702,228 | ||||
770,000 | Weekley Homes LLC/Weekley Finance Corp. (b) | 4.88% | 09/15/28 | 626,288 | ||||
805,000 | White Cap Parent LLC (b) (c) | 8.25% | 03/15/26 | 681,453 | ||||
25,756,660 | ||||||||
Capital Goods – 4.8% | ||||||||
1,065,000 | Amsted Industries, Inc. (a) (b) | 5.63% | 07/01/27 | 989,426 | ||||
1,589,000 | Berry Global, Inc. (a) (b) | 4.50% | 02/15/26 | 1,480,114 | ||||
936,000 | Crown Americas LLC (b) | 5.25% | 04/01/30 | 857,645 | ||||
1,470,000 | EnerSys (a) (b) | 4.38% | 12/15/27 | 1,293,005 | ||||
985,000 | Graphic Packaging International LLC (a) (b) | 3.75% | 02/01/30 | 848,213 | ||||
81,000 | Howmet Aerospace, Inc. | 6.88% | 05/01/25 | 82,584 | ||||
5,325,000 | Howmet Aerospace, Inc. (a) | 3.00% | 01/15/29 | 4,445,150 | ||||
984,000 | Owens-Brockway Glass Container, Inc. (b) | 6.63% | 05/13/27 | 942,438 | ||||
1,600,000 | TK Elevator US Newco, Inc. (b) | 5.25% | 07/15/27 | 1,438,432 | ||||
625,000 | TransDigm, Inc. (b) | 8.00% | 12/15/25 | 637,431 | ||||
1,085,000 | TransDigm, Inc. (b) | 6.25% | 03/15/26 | 1,069,891 | ||||
1,800,000 | TransDigm, Inc. (a) | 6.38% | 06/15/26 | 1,739,394 | ||||
2,305,000 | TransDigm, Inc. (a) | 5.50% | 11/15/27 | 2,093,770 | ||||
2,515,000 | TriMas Corp. (a) (b) | 4.13% | 04/15/29 | 2,172,834 | ||||
20,090,327 |
Principal Value | Description | Stated Coupon | Stated Maturity | Value | ||||
CORPORATE BONDS AND NOTES (Continued) | ||||||||
Consumer Goods – 5.8% | ||||||||
$2,245,000 | CD&R Smokey Buyer, Inc. (a) (b) | 6.75% | 07/15/25 | $2,145,412 | ||||
3,545,000 | Darling Ingredients, Inc. (a) (b) | 5.25% | 04/15/27 | 3,408,500 | ||||
665,000 | Darling Ingredients, Inc. (b) | 6.00% | 06/15/30 | 640,904 | ||||
2,120,000 | Edgewell Personal Care Co. (a) (b) | 5.50% | 06/01/28 | 2,001,142 | ||||
1,605,000 | Kronos Acquisition Holdings, Inc./KIK Custom Products, Inc. (a) (b) | 5.00% | 12/31/26 | 1,447,014 | ||||
3,149,000 | Kronos Acquisition Holdings, Inc./KIK Custom Products, Inc. (a) (b) | 7.00% | 12/31/27 | 2,649,805 | ||||
288,000 | Lamb Weston Holdings, Inc. (b) | 4.88% | 05/15/28 | 268,169 | ||||
1,585,000 | Mattel, Inc. (a) (b) | 5.88% | 12/15/27 | 1,545,074 | ||||
940,000 | Newell Brands, Inc. | 6.38% | 09/15/27 | 919,729 | ||||
1,000,000 | Performance Food Group, Inc. (b) | 4.25% | 08/01/29 | 849,550 | ||||
625,000 | Post Holdings, Inc. (a) (b) | 5.75% | 03/01/27 | 605,731 | ||||
2,760,000 | Post Holdings, Inc. (b) | 4.63% | 04/15/30 | 2,326,412 | ||||
2,800,000 | Primo Water Holdings, Inc. (a) (b) | 4.38% | 04/30/29 | 2,375,965 | ||||
1,100,000 | Simmons Foods, Inc./Simmons Prepared Foods, Inc./Simmons Pet Food, Inc./Simmons Feed (b) | 4.63% | 03/01/29 | 920,475 | ||||
1,400,000 | Spectrum Brands, Inc. | 5.75% | 07/15/25 | 1,383,480 | ||||
740,000 | Triton Water Holdings, Inc. (b) | 6.25% | 04/01/29 | 562,250 | ||||
670,000 | US Foods, Inc. (b) | 4.63% | 06/01/30 | 582,069 | ||||
24,631,681 | ||||||||
Energy – 17.9% | ||||||||
1,200,000 | Aethon United BR L.P./Aethon United Finance Corp. (b) | 8.25% | 02/15/26 | 1,221,452 | ||||
1,560,000 | Ascent Resources Utica Holdings LLC/ARU Finance Corp. (a) (b) | 7.00% | 11/01/26 | 1,539,369 | ||||
970,000 | Ascent Resources Utica Holdings LLC/ARU Finance Corp. (a) (b) | 8.25% | 12/31/28 | 937,524 | ||||
2,624,000 | Ascent Resources Utica Holdings LLC/ARU Finance Corp. (a) (b) | 5.88% | 06/30/29 | 2,306,168 | ||||
640,000 | Callon Petroleum Co. (a) | 6.38% | 07/01/26 | 615,198 | ||||
1,310,000 | Callon Petroleum Co. (b) | 7.50% | 06/15/30 | 1,246,779 | ||||
2,555,000 | Cheniere Energy Partners L.P. (a) | 4.50% | 10/01/29 | 2,258,875 | ||||
1,020,000 | Cheniere Energy, Inc. | 4.63% | 10/15/28 | 941,587 | ||||
1,100,000 | CNX Midstream Partners L.P. (a) (b) | 4.75% | 04/15/30 | 906,334 | ||||
192,000 | CNX Resources Corp. (b) | 7.25% | 03/14/27 | 190,851 | ||||
822,000 | CNX Resources Corp. (b) | 6.00% | 01/15/29 | 768,463 | ||||
2,050,000 | Comstock Resources, Inc. (a) (b) | 6.75% | 03/01/29 | 1,972,377 | ||||
391,000 | Continental Resources, Inc./OK | 4.38% | 01/15/28 | 351,509 | ||||
1,025,000 | CrownRock L.P./CrownRock Finance, Inc. (b) | 5.00% | 05/01/29 | 932,602 | ||||
934,000 | DCP Midstream Operating L.P. | 5.13% | 05/15/29 | 878,530 | ||||
695,000 | DCP Midstream Operating L.P. | 3.25% | 02/15/32 | 554,398 | ||||
2,650,000 | Delek Logistics Partners LP/Delek Logistics Finance Corp. (a) (b) | 7.13% | 06/01/28 | 2,380,515 | ||||
2,600,000 | Endeavor Energy Resources L.P./EER Finance, Inc. (a) (b) | 5.75% | 01/30/28 | 2,545,413 | ||||
1,600,000 | EnLink Midstream LLC (a) (b) | 5.63% | 01/15/28 | 1,535,832 | ||||
2,335,000 | EnLink Midstream LLC (a) | 5.38% | 06/01/29 | 2,159,128 | ||||
1,825,000 | EQM Midstream Partners L.P. (a) (b) | 6.50% | 07/01/27 | 1,783,828 | ||||
1,700,000 | EQM Midstream Partners L.P. (a) | 5.50% | 07/15/28 | 1,522,316 | ||||
132,000 | EQM Midstream Partners L.P. (b) | 7.50% | 06/01/30 | 128,548 | ||||
3,620,000 | EQM Midstream Partners L.P. (a) (b) | 4.75% | 01/15/31 | 3,033,904 | ||||
791,000 | Hess Midstream Operations L.P. (b) | 5.63% | 02/15/26 | 776,952 | ||||
1,040,000 | Hess Midstream Operations L.P. (a) (b) | 4.25% | 02/15/30 | 892,221 | ||||
1,845,000 | Hilcorp Energy I L.P./Hilcorp Finance Co. (a) (b) | 5.75% | 02/01/29 | 1,692,372 | ||||
1,320,000 | Hilcorp Energy I L.P./Hilcorp Finance Co. (b) | 6.00% | 02/01/31 | 1,202,758 | ||||
925,000 | Holly Energy Partners L.P./Holly Energy Finance Corp. (b) | 6.38% | 04/15/27 | 894,614 | ||||
1,575,000 | Laredo Petroleum, Inc. (a) | 9.50% | 01/15/25 | 1,577,953 | ||||
210,000 | Laredo Petroleum, Inc. | 10.13% | 01/15/28 | 206,655 | ||||
1,785,000 | Laredo Petroleum, Inc. (a) (b) | 7.75% | 07/31/29 | 1,698,285 |
Principal Value | Description | Stated Coupon | Stated Maturity | Value | ||||
CORPORATE BONDS AND NOTES (Continued) | ||||||||
Energy (Continued) | ||||||||
$1,130,000 | Nabors Industries, Inc. (b) | 7.38% | 05/15/27 | $1,113,033 | ||||
4,280,000 | Occidental Petroleum Corp. (a) | 8.50% | 07/15/27 | 4,659,936 | ||||
3,070,000 | Occidental Petroleum Corp. (a) | 6.63% | 09/01/30 | 3,198,541 | ||||
1,310,000 | PBF Holding Co., LLC/PBF Finance Corp. | 7.25% | 06/15/25 | 1,299,278 | ||||
1,250,000 | PBF Holding Co., LLC/PBF Finance Corp. | 6.00% | 02/15/28 | 1,138,194 | ||||
2,626,000 | Permian Resources Operating LLC (a) (b) | 6.88% | 04/01/27 | 2,550,923 | ||||
725,000 | Rockcliff Energy II LLC (b) | 5.50% | 10/15/29 | 647,508 | ||||
1,913,000 | SM Energy Co. | 5.63% | 06/01/25 | 1,853,334 | ||||
1,470,000 | SM Energy Co. | 6.50% | 07/15/28 | 1,428,193 | ||||
1,100,000 | Southwestern Energy Co. (d) | 5.70% | 01/23/25 | 1,088,477 | ||||
730,000 | Southwestern Energy Co. | 8.38% | 09/15/28 | 756,194 | ||||
3,265,000 | Southwestern Energy Co. (a) | 5.38% | 03/15/30 | 3,024,533 | ||||
1,700,000 | Southwestern Energy Co. (a) | 4.75% | 02/01/32 | 1,469,956 | ||||
547,000 | Sunoco L.P./Sunoco Finance Corp. | 4.50% | 05/15/29 | 471,145 | ||||
920,000 | Tap Rock Resources LLC (b) | 7.00% | 10/01/26 | 860,435 | ||||
2,000,000 | Targa Resources Partners L.P./Targa Resources Partners Finance Corp. | 5.00% | 01/15/28 | 1,848,769 | ||||
1,720,000 | Venture Global Calcasieu Pass LLC (a) (b) | 3.88% | 08/15/29 | 1,488,135 | ||||
2,645,000 | Venture Global Calcasieu Pass LLC (a) (b) | 4.13% | 08/15/31 | 2,261,515 | ||||
905,000 | Venture Global Calcasieu Pass LLC (a) (b) | 3.88% | 11/01/33 | 728,005 | ||||
909,000 | Western Midstream Operating L.P. | 4.50% | 03/01/28 | 835,253 | ||||
1,251,000 | Western Midstream Operating L.P. (d) | 4.30% | 02/01/30 | 1,101,036 | ||||
75,475,703 | ||||||||
Financial Services – 2.9% | ||||||||
700,000 | Block, Inc. | 3.50% | 06/01/31 | 565,313 | ||||
1,150,000 | Fortress Transportation and Infrastructure Investors LLC (b) | 6.50% | 10/01/25 | 1,109,750 | ||||
2,635,000 | Fortress Transportation and Infrastructure Investors LLC (a) (b) | 5.50% | 05/01/28 | 2,212,405 | ||||
2,100,000 | Icahn Enterprises L.P./Icahn Enterprises Finance Corp. (a) | 5.25% | 05/15/27 | 1,938,762 | ||||
1,395,000 | LPL Holdings, Inc. (a) (b) | 4.63% | 11/15/27 | 1,286,854 | ||||
1,330,000 | MSCI, Inc. (b) | 3.88% | 02/15/31 | 1,123,085 | ||||
1,540,000 | OneMain Finance Corp. | 6.13% | 03/15/24 | 1,506,859 | ||||
610,000 | OneMain Finance Corp. | 3.50% | 01/15/27 | 501,748 | ||||
1,225,000 | PennyMac Financial Services, Inc. (b) | 5.38% | 10/15/25 | 1,105,342 | ||||
1,240,000 | Rocket Mortgage LLC/Rocket Mortgage Co-Issuer, Inc. (b) | 3.63% | 03/01/29 | 958,037 | ||||
12,308,155 | ||||||||
Healthcare – 7.2% | ||||||||
3,065,000 | Avantor Funding, Inc. (a) (b) | 3.88% | 11/01/29 | 2,600,945 | ||||
2,775,000 | Carriage Services, Inc. (a) (b) | 4.25% | 05/15/29 | 2,139,636 | ||||
1,365,000 | Catalent Pharma Solutions, Inc. (a) (b) | 3.50% | 04/01/30 | 1,105,425 | ||||
4,010,000 | Centene Corp. (a) | 4.63% | 12/15/29 | 3,641,040 | ||||
1,024,000 | Centene Corp. (a) | 3.00% | 10/15/30 | 827,269 | ||||
1,485,000 | CHS/Community Health Systems, Inc. (b) | 6.00% | 01/15/29 | 1,106,206 | ||||
2,250,000 | CHS/Community Health Systems, Inc. (a) (b) | 5.25% | 05/15/30 | 1,562,501 | ||||
1,250,000 | Elanco Animal Health, Inc. (e) | 6.40% | 08/28/28 | 1,128,913 | ||||
1,405,000 | Encompass Health Corp. | 4.50% | 02/01/28 | 1,260,847 | ||||
1,495,000 | HCA, Inc. (a) | 5.88% | 02/15/26 | 1,481,485 | ||||
1,495,000 | HCA, Inc. (a) | 5.88% | 02/01/29 | 1,459,853 | ||||
1,665,000 | HealthEquity, Inc. (a) (b) | 4.50% | 10/01/29 | 1,467,281 | ||||
885,000 | PRA Health Sciences, Inc. (b) | 2.88% | 07/15/26 | 799,184 | ||||
1,325,000 | Prestige Brands, Inc. (a) (b) | 5.13% | 01/15/28 | 1,233,449 | ||||
990,000 | Prestige Brands, Inc. (b) | 3.75% | 04/01/31 | 796,133 | ||||
4,750,000 | Service Corp International (a) | 7.50% | 04/01/27 | 4,934,687 | ||||
615,000 | Syneos Health, Inc. (b) | 3.63% | 01/15/29 | 510,709 |
Principal Value | Description | Stated Coupon | Stated Maturity | Value | ||||
CORPORATE BONDS AND NOTES (Continued) | ||||||||
Healthcare (Continued) | ||||||||
$1,730,000 | Teleflex, Inc. (a) (b) | 4.25% | 06/01/28 | $1,575,658 | ||||
175,000 | Tenet Healthcare Corp. (b) | 4.38% | 01/15/30 | 147,131 | ||||
778,000 | Tenet Healthcare Corp. (b) | 6.13% | 06/15/30 | 718,662 | ||||
30,497,014 | ||||||||
Insurance – 0.1% | ||||||||
505,000 | NMI Holdings, Inc. (b) | 7.38% | 06/01/25 | 505,199 | ||||
Leisure – 4.9% | ||||||||
1,730,000 | Affinity Gaming (a) (b) | 6.88% | 12/15/27 | 1,446,529 | ||||
1,790,000 | Boyd Gaming Corp. (a) | 4.75% | 12/01/27 | 1,653,674 | ||||
1,290,000 | Caesars Entertainment, Inc. (a) (b) | 6.25% | 07/01/25 | 1,254,081 | ||||
1,055,000 | Caesars Resort Collection LLC/CRC Finco, Inc. (a) (b) | 5.75% | 07/01/25 | 1,031,922 | ||||
1,075,000 | Carnival Holdings Bermuda Ltd. (b) | 10.38% | 05/01/28 | 1,092,732 | ||||
1,470,000 | CDI Escrow Issuer, Inc. (b) | 5.75% | 04/01/30 | 1,328,880 | ||||
1,200,000 | Everi Holdings, Inc. (b) | 5.00% | 07/15/29 | 1,047,222 | ||||
1,800,000 | Hilton Domestic Operating Co., Inc. (a) | 4.88% | 01/15/30 | 1,611,144 | ||||
1,725,000 | Hilton Domestic Operating Co., Inc. (b) | 4.00% | 05/01/31 | 1,444,596 | ||||
700,000 | Park Intermediate Holdings LLC/PK Domestic Property LLC/PK Finance Co-Issuer (b) | 5.88% | 10/01/28 | 633,304 | ||||
2,650,000 | Park Intermediate Holdings LLC/PK Domestic Property LLC/PK Finance Co-Issuer (a) (b) | 4.88% | 05/15/29 | 2,266,810 | ||||
524,000 | Penn Entertainment, Inc. (b) | 4.13% | 07/01/29 | 414,038 | ||||
765,000 | Scientific Games Holdings L.P./Scientific Games US FinCo, Inc. (b) | 6.63% | 03/01/30 | 659,441 | ||||
2,700,000 | Scientific Games International, Inc. (a) (b) | 7.00% | 05/15/28 | 2,618,757 | ||||
775,000 | Station Casinos LLC (b) | 4.50% | 02/15/28 | 662,783 | ||||
325,000 | Station Casinos LLC (b) | 4.63% | 12/01/31 | 259,181 | ||||
1,485,000 | Wynn Resorts Finance LLC/Wynn Resorts Capital Corp. (b) | 5.13% | 10/01/29 | 1,180,820 | ||||
20,605,914 | ||||||||
Media – 9.6% | ||||||||
1,235,000 | Arches Buyer, Inc. (a) (b) | 4.25% | 06/01/28 | 1,016,010 | ||||
2,300,000 | Arches Buyer, Inc. (a) (b) | 6.13% | 12/01/28 | 1,776,187 | ||||
1,850,000 | CCO Holdings LLC/CCO Holdings Capital Corp. (a) (b) | 5.50% | 05/01/26 | 1,783,150 | ||||
3,330,000 | CCO Holdings LLC/CCO Holdings Capital Corp. (a) (b) | 4.75% | 03/01/30 | 2,804,409 | ||||
3,500,000 | CSC Holdings LLC (a) | 5.25% | 06/01/24 | 3,398,693 | ||||
2,325,000 | CSC Holdings LLC (a) (b) | 5.50% | 04/15/27 | 2,185,256 | ||||
2,230,000 | CSC Holdings LLC (a) (b) | 4.63% | 12/01/30 | 1,609,319 | ||||
745,000 | Diamond Sports Group LLC/Diamond Sports Finance Co. (b) | 5.38% | 08/15/26 | 149,931 | ||||
2,655,000 | Directv Financing LLC/Directv Financing Co-Obligor, Inc. (a) (b) | 5.88% | 08/15/27 | 2,396,084 | ||||
900,000 | DISH DBS Corp. | 5.88% | 11/15/24 | 832,500 | ||||
2,090,000 | DISH DBS Corp. (a) (b) | 5.25% | 12/01/26 | 1,812,396 | ||||
2,853,000 | DISH DBS Corp. (a) | 7.38% | 07/01/28 | 2,175,955 | ||||
1,255,000 | iHeartCommunications, Inc. (a) (b) | 5.25% | 08/15/27 | 1,145,564 | ||||
1,250,000 | iHeartCommunications, Inc. (a) (b) | 4.75% | 01/15/28 | 1,084,169 | ||||
2,185,000 | Lamar Media Corp. (a) | 4.00% | 02/15/30 | 1,858,463 | ||||
900,000 | Match Group Holdings II LLC (b) | 3.63% | 10/01/31 | 687,330 | ||||
3,100,000 | Netflix, Inc. | 4.88% | 04/15/28 | 2,959,686 | ||||
945,000 | News Corp. (b) | 3.88% | 05/15/29 | 825,330 | ||||
1,480,000 | News Corp. (b) | 5.13% | 02/15/32 | 1,323,268 | ||||
920,000 | Nexstar Media, Inc. (b) | 5.63% | 07/15/27 | 875,412 | ||||
2,175,000 | Sirius XM Radio, Inc. (a) (b) | 4.13% | 07/01/30 | 1,776,790 | ||||
410,000 | TEGNA, Inc. | 4.63% | 03/15/28 | 390,943 | ||||
655,000 | TripAdvisor, Inc. (b) | 7.00% | 07/15/25 | 648,271 |
Principal Value | Description | Stated Coupon | Stated Maturity | Value | ||||
CORPORATE BONDS AND NOTES (Continued) | ||||||||
Media (Continued) | ||||||||
$880,000 | Univision Communications, Inc. (b) | 4.50% | 05/01/29 | $746,704 | ||||
1,805,000 | Warnermedia Holdings, Inc. (b) | 3.64% | 03/15/25 | 1,702,612 | ||||
1,565,000 | Warnermedia Holdings, Inc. (b) | 3.76% | 03/15/27 | 1,392,731 | ||||
1,490,000 | WMG Acquisition Corp. (b) | 3.75% | 12/01/29 | 1,246,325 | ||||
40,603,488 | ||||||||
Real Estate – 3.3% | ||||||||
1,199,000 | Iron Mountain, Inc. (a) (b) | 4.88% | 09/15/27 | 1,111,781 | ||||
1,845,000 | Iron Mountain, Inc. (a) (b) | 5.25% | 03/15/28 | 1,701,893 | ||||
1,575,000 | Iron Mountain, Inc. (a) (b) | 5.25% | 07/15/30 | 1,361,160 | ||||
825,000 | Iron Mountain, Inc. (b) | 4.50% | 02/15/31 | 673,613 | ||||
890,000 | Ladder Capital Finance Holdings LLLP/Ladder Capital Finance Corp. (b) | 4.75% | 06/15/29 | 711,988 | ||||
1,500,000 | SBA Communications Corp. | 3.88% | 02/15/27 | 1,356,562 | ||||
1,840,000 | SBA Communications Corp. | 3.13% | 02/01/29 | 1,493,684 | ||||
1,934,000 | Service Properties Trust (a) | 7.50% | 09/15/25 | 1,888,067 | ||||
2,295,000 | VICI Properties L.P./VICI Note Co., Inc. (b) | 5.63% | 05/01/24 | 2,268,171 | ||||
360,000 | VICI Properties L.P./VICI Note Co., Inc. (b) | 3.50% | 02/15/25 | 335,350 | ||||
175,000 | VICI Properties L.P./VICI Note Co., Inc. (b) | 4.25% | 12/01/26 | 157,909 | ||||
925,000 | XHR L.P. (b) | 4.88% | 06/01/29 | 799,533 | ||||
13,859,711 | ||||||||
Retail – 5.3% | ||||||||
3,490,000 | Albertsons Cos, Inc./Safeway, Inc./New Albertsons L.P./Albertsons LLC (a) (b) | 3.50% | 03/15/29 | 2,877,051 | ||||
2,150,000 | Arko Corp. (a) (b) | 5.13% | 11/15/29 | 1,723,494 | ||||
1,430,000 | Asbury Automotive Group, Inc. (a) | 4.50% | 03/01/28 | 1,210,459 | ||||
817,000 | Bath & Body Works, Inc. (b) | 9.38% | 07/01/25 | 848,679 | ||||
3,400,000 | Bath & Body Works, Inc. (a) | 7.50% | 06/15/29 | 3,220,438 | ||||
555,000 | Group 1 Automotive, Inc. (b) | 4.00% | 08/15/28 | 457,554 | ||||
2,000,000 | Hanesbrands, Inc. (a) (b) | 4.63% | 05/15/24 | 1,949,900 | ||||
700,000 | LCM Investments Holdings II LLC (b) | 4.88% | 05/01/29 | 592,295 | ||||
620,000 | Michaels Cos (The), Inc. (b) | 7.88% | 05/01/29 | 345,151 | ||||
875,000 | Nordstrom, Inc. | 4.38% | 04/01/30 | 672,949 | ||||
2,795,000 | Sonic Automotive, Inc. (a) (b) | 4.63% | 11/15/29 | 2,196,409 | ||||
825,000 | Sonic Automotive, Inc. (b) | 4.88% | 11/15/31 | 628,629 | ||||
2,615,000 | Victoria’s Secret & Co. (a) (b) | 4.63% | 07/15/29 | 2,086,587 | ||||
1,135,000 | Yum! Brands, Inc. (b) | 4.75% | 01/15/30 | 1,017,323 | ||||
2,950,000 | Yum! Brands, Inc. (a) | 5.38% | 04/01/32 | 2,643,156 | ||||
22,470,074 | ||||||||
Services – 10.6% | ||||||||
3,225,000 | Allied Universal Holdco LLC/Allied Universal Finance Corp. (a) (b) | 6.63% | 07/15/26 | 3,085,986 | ||||
3,005,000 | Allied Universal Holdco LLC/Allied Universal Finance Corp. (a) (b) | 9.75% | 07/15/27 | 2,596,283 | ||||
685,000 | Allied Universal Holdco LLC/Allied Universal Finance Corp. (b) | 6.00% | 06/01/29 | 477,193 | ||||
385,000 | APX Group, Inc. (b) | 6.75% | 02/15/27 | 376,508 | ||||
310,000 | APX Group, Inc. (b) | 5.75% | 07/15/29 | 247,989 | ||||
680,000 | Aramark Services, Inc. (a) (b) | 6.38% | 05/01/25 | 674,485 | ||||
1,075,000 | Aramark Services, Inc. (a) (b) | 5.00% | 02/01/28 | 983,512 | ||||
390,000 | Avis Budget Car Rental LLC/Avis Budget Finance, Inc. (b) | 5.38% | 03/01/29 | 338,615 | ||||
1,250,000 | Brink’s (The) Co. (a) (b) | 5.50% | 07/15/25 | 1,215,181 | ||||
625,000 | Clarivate Science Holdings Corp. (a) (b) | 3.88% | 07/01/28 | 537,552 | ||||
1,520,000 | Clean Harbors, Inc. (a) (b) | 4.88% | 07/15/27 | 1,432,668 |
Principal Value | Description | Stated Coupon | Stated Maturity | Value | ||||
CORPORATE BONDS AND NOTES (Continued) | ||||||||
Services (Continued) | ||||||||
$1,175,000 | Covanta Holding Corp. (b) | 4.88% | 12/01/29 | $1,003,280 | ||||
950,000 | GYP Holdings III Corp. (a) (b) | 4.63% | 05/01/29 | 751,590 | ||||
3,045,000 | H&E Equipment Services, Inc. (a) (b) | 3.88% | 12/15/28 | 2,576,877 | ||||
3,605,000 | Herc Holdings, Inc. (a) (b) | 5.50% | 07/15/27 | 3,412,241 | ||||
750,000 | Hertz (The) Corp. (b) | 4.63% | 12/01/26 | 640,493 | ||||
1,450,000 | Imola Merger Corp. (a) (b) | 4.75% | 05/15/29 | 1,252,720 | ||||
1,330,000 | LBM Acquisition LLC (a) (b) | 6.25% | 01/15/29 | 933,540 | ||||
1,445,000 | NESCO Holdings II, Inc. (a) (b) | 5.50% | 04/15/29 | 1,270,061 | ||||
1,915,000 | Prime Security Services Borrower LLC/Prime Finance, Inc. (a) (b) | 3.38% | 08/31/27 | 1,670,320 | ||||
1,800,000 | Sotheby’s (a) (b) | 7.38% | 10/15/27 | 1,758,096 | ||||
2,065,000 | Sotheby’s/Bidfair Holdings, Inc. (a) (b) | 5.88% | 06/01/29 | 1,728,995 | ||||
3,000,000 | Uber Technologies, Inc. (a) (b) | 7.50% | 05/15/25 | 3,005,355 | ||||
655,000 | Uber Technologies, Inc. (b) | 8.00% | 11/01/26 | 660,941 | ||||
790,000 | Uber Technologies, Inc. (b) | 6.25% | 01/15/28 | 759,083 | ||||
2,165,000 | United Rentals North America, Inc. (a) | 3.75% | 01/15/32 | 1,758,846 | ||||
3,065,000 | WASH Multifamily Acquisition, Inc. (a) (b) | 5.75% | 04/15/26 | 2,862,767 | ||||
2,500,000 | Waste Pro USA, Inc. (a) (b) | 5.50% | 02/15/26 | 2,316,862 | ||||
880,000 | WESCO Distribution, Inc. (b) | 7.13% | 06/15/25 | 889,891 | ||||
1,045,000 | WESCO Distribution, Inc. (b) | 7.25% | 06/15/28 | 1,061,621 | ||||
225,000 | White Cap Buyer LLC (b) | 6.88% | 10/15/28 | 191,228 | ||||
805,000 | Williams Scotsman International, Inc. (a) (b) | 6.13% | 06/15/25 | 804,453 | ||||
855,000 | Williams Scotsman International, Inc. (b) | 4.63% | 08/15/28 | 773,523 | ||||
640,000 | ZoomInfo Technologies LLC/ZoomInfo Finance Corp. (b) | 3.88% | 02/01/29 | 536,262 | ||||
44,585,017 | ||||||||
Technology & Electronics – 3.7% | ||||||||
900,000 | Boxer Parent Co., Inc. (a) (b) | 7.13% | 10/02/25 | 884,019 | ||||
1,760,000 | Central Parent, Inc./CDK Global, Inc. (a) (b) | 7.25% | 06/15/29 | 1,682,560 | ||||
2,380,000 | CommScope, Inc. (a) (b) | 6.00% | 03/01/26 | 2,317,692 | ||||
820,000 | CommScope, Inc. (b) | 8.25% | 03/01/27 | 729,832 | ||||
1,235,000 | Dell International LLC/EMC Corp. (a) | 8.35% | 07/05/46 | 1,311,200 | ||||
349,000 | Endurance International Group Holdings, Inc. (b) | 6.00% | 02/15/29 | 230,314 | ||||
1,900,000 | Entegris, Inc. (a) (b) | 4.38% | 04/15/28 | 1,673,929 | ||||
1,760,000 | Fair Isaac Corp. (a) (b) | 4.00% | 06/15/28 | 1,597,156 | ||||
934,000 | NCR Corp. (b) | 5.13% | 04/15/29 | 785,973 | ||||
585,000 | Presidio Holdings, Inc. (b) | 8.25% | 02/01/28 | 521,960 | ||||
580,000 | PTC, Inc. (b) | 3.63% | 02/15/25 | 550,693 | ||||
355,000 | PTC, Inc. (b) | 4.00% | 02/15/28 | 322,256 | ||||
690,000 | SS&C Technologies, Inc. (b) | 5.50% | 09/30/27 | 643,608 | ||||
350,000 | Twilio, Inc. | 3.63% | 03/15/29 | 289,548 | ||||
2,320,000 | Viavi Solutions, Inc. (a) (b) | 3.75% | 10/01/29 | 1,940,320 | ||||
15,481,060 | ||||||||
Telecommunications – 3.0% | ||||||||
1,200,000 | Cable One, Inc. (a) (b) | 4.00% | 11/15/30 | 979,344 | ||||
655,000 | Cogent Communications Group, Inc. (a) (b) | 3.50% | 05/01/26 | 589,200 | ||||
1,035,000 | Cogent Communications Group, Inc. (b) | 7.00% | 06/15/27 | 984,936 | ||||
1,765,000 | Level 3 Financing, Inc. (b) | 3.63% | 01/15/29 | 1,350,128 | ||||
900,000 | Level 3 Financing, Inc. (a) (b) | 3.75% | 07/15/29 | 686,178 | ||||
1,187,000 | Lumen Technologies, Inc., Series P (a) | 7.60% | 09/15/39 | 785,230 | ||||
3,685,000 | Sprint Corp. (a) | 7.63% | 03/01/26 | 3,852,244 | ||||
565,000 | T-Mobile USA, Inc. | 2.25% | 02/15/26 | 509,398 | ||||
1,515,000 | T-Mobile USA, Inc. | 3.75% | 04/05/27 | 1,398,083 |
Principal Value | Description | Stated Coupon | Stated Maturity | Value | ||||
CORPORATE BONDS AND NOTES (Continued) | ||||||||
Telecommunications (Continued) | ||||||||
$1,490,000 | T-Mobile USA, Inc. | 5.38% | 04/15/27 | $1,472,144 | ||||
12,606,885 | ||||||||
Transportation – 1.9% | ||||||||
555,000 | Allegiant Travel Co. (b) | 7.25% | 08/15/27 | 522,628 | ||||
571,121 | American Airlines 2013-2 Class A Pass Through Trust | 4.95% | 01/15/23 | 565,393 | ||||
1,540,000 | American Airlines, Inc. (b) | 11.75% | 07/15/25 | 1,686,312 | ||||
714,000 | First Student Bidco, Inc./First Transit Parent, Inc. (b) | 4.00% | 07/31/29 | 581,910 | ||||
674,794 | JetBlue 2020-1 Class B Pass Through Trust | 7.75% | 11/15/28 | 651,663 | ||||
2,550,750 | Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd. (a) (b) | 6.50% | 06/20/27 | 2,525,013 | ||||
685,000 | United Airlines, Inc. (b) | 4.38% | 04/15/26 | 626,420 | ||||
895,000 | United Airlines, Inc. (a) (b) | 4.63% | 04/15/29 | 769,266 | ||||
39,766 | US Airways 2000-3C Pass Through Trust (f) (g) | 8.39% | 09/01/23 | 39,766 | ||||
7,968,371 | ||||||||
Utility – 1.9% | ||||||||
655,000 | Calpine Corp. (b) | 3.75% | 03/01/31 | 538,234 | ||||
470,000 | Clearway Energy Operating LLC (b) | 3.75% | 02/15/31 | 393,585 | ||||
1,690,000 | Clearway Energy Operating LLC (a) (b) | 3.75% | 01/15/32 | 1,341,353 | ||||
1,355,000 | FirstEnergy Corp. (e) | 4.40% | 07/15/27 | 1,274,743 | ||||
2,515,000 | PG&E Corp. (a) | 5.00% | 07/01/28 | 2,294,950 | ||||
1,060,000 | Vistra Operations Co. LLC (b) | 5.63% | 02/15/27 | 1,012,099 | ||||
1,310,000 | Vistra Operations Co. LLC (b) | 4.38% | 05/01/29 | 1,123,600 | ||||
7,978,564 | ||||||||
Total Corporate Bonds and Notes | 390,417,486 | |||||||
(Cost $434,983,278) | ||||||||
Principal Value (Local Currency) | Description | Stated Coupon | Stated Maturity | Value (US Dollars) | ||||
FOREIGN CORPORATE BONDS AND NOTES – 20.3% | ||||||||
Automotive – 0.6% | ||||||||
918,000 | Clarios Global L.P. (USD) (b) | 6.75% | 05/15/25 | 920,763 | ||||
607,000 | Clarios Global L.P./Clarios US Finance Co. (USD) (b) | 6.25% | 05/15/26 | 588,705 | ||||
1,099,000 | Clarios Global L.P./Clarios US Finance Co. (USD) (b) | 8.50% | 05/15/27 | 1,083,905 | ||||
2,593,373 | ||||||||
Banking – 1.6% | ||||||||
2,930,000 | Barclays PLC (USD) (h) | 7.33% | 11/02/26 | 2,926,506 | ||||
1,685,000 | Deutsche Bank AG/New York NY (USD) (a) (h) | 3.73% | 01/14/32 | 1,185,438 | ||||
2,835,000 | Deutsche Bank AG/New York NY (USD) (a) (h) | 3.74% | 01/07/33 | 1,932,114 | ||||
500,000 | Intesa Sanpaolo SpA (USD) (b) | 5.02% | 06/26/24 | 472,159 | ||||
6,516,217 | ||||||||
Basic Industry – 1.6% | ||||||||
1,350,000 | Ahlstrom-Munksjo Holding 3 Oy (USD) (b) | 4.88% | 02/04/28 | 1,086,230 | ||||
1,900,000 | James Hardie International Finance DAC (USD) (a) (b) | 5.00% | 01/15/28 | 1,720,824 | ||||
2,250,000 | SPCM S.A. (USD) (a) (b) | 3.38% | 03/15/30 | 1,797,660 | ||||
2,200,000 | Stora Enso OYJ (USD) (a) (b) | 7.25% | 04/15/36 | 2,260,775 | ||||
6,865,489 |
Principal Value (Local Currency) | Description | Stated Coupon | Stated Maturity | Value (US Dollars) | ||||
FOREIGN CORPORATE BONDS AND NOTES (Continued) | ||||||||
Capital Goods – 3.2% | ||||||||
464,000 | Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC (USD) (b) | 6.00% | 06/15/27 | $445,955 | ||||
1,815,000 | Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC (USD) (a) (b) | 3.25% | 09/01/28 | 1,492,819 | ||||
1,385,000 | Bombardier, Inc. (USD) (a) (b) | 7.13% | 06/15/26 | 1,313,371 | ||||
3,100,000 | Bombardier, Inc. (USD) (a) (b) | 7.88% | 04/15/27 | 2,949,851 | ||||
715,000 | Bombardier, Inc. (USD) (b) | 6.00% | 02/15/28 | 638,137 | ||||
2,240,000 | Canpack S.A./Canpack US LLC (USD) (a) (b) | 3.13% | 11/01/25 | 1,954,264 | ||||
450,000 | Canpack S.A./Canpack US LLC (USD) (b) | 3.88% | 11/15/29 | 358,259 | ||||
1,880,000 | Cascades, Inc./Cascades USA, Inc. (USD) (a) (b) | 5.38% | 01/15/28 | 1,610,756 | ||||
875,000 | OI European Group BV (USD) (b) | 4.75% | 02/15/30 | 736,199 | ||||
2,380,000 | Titan Acquisition Ltd./Titan Co-Borrower LLC (USD) (a) (b) | 7.75% | 04/15/26 | 1,939,239 | ||||
13,438,850 | ||||||||
Consumer Goods – 0.7% | ||||||||
1,000,000 | JBS USA LUX S.A./JBS USA Food Co./JBS USA Finance, Inc. (USD) (a) (b) | 5.50% | 01/15/30 | 914,516 | ||||
2,500,000 | Minerva Luxembourg S.A. (USD) (a) (b) | 4.38% | 03/18/31 | 1,902,975 | ||||
2,817,491 | ||||||||
Energy – 1.0% | ||||||||
2,065,000 | MEG Energy Corp. (USD) (a) (b) | 7.13% | 02/01/27 | 2,100,621 | ||||
2,250,000 | Petroleos Mexicanos (USD) (a) | 6.50% | 03/13/27 | 1,977,064 | ||||
4,077,685 | ||||||||
Healthcare – 0.9% | ||||||||
3,850,000 | Teva Pharmaceutical Finance Netherlands III B.V. (USD) (a) | 7.13% | 01/31/25 | 3,820,393 | ||||
Leisure – 2.4% | ||||||||
725,000 | Carnival Corp. (USD) (b) | 5.75% | 03/01/27 | 505,191 | ||||
2,885,000 | Carnival Corp. (USD) (a) (b) | 6.00% | 05/01/29 | 1,918,330 | ||||
778,000 | International Game Technology PLC (USD) (b) | 5.25% | 01/15/29 | 715,818 | ||||
700,000 | Melco Resorts Finance Ltd. (USD) (b) | 5.75% | 07/21/28 | 406,000 | ||||
2,220,000 | NCL Corp Ltd. (USD) (a) (b) | 5.88% | 02/15/27 | 1,987,666 | ||||
1,915,000 | Royal Caribbean Cruises Ltd. (USD) (a) (b) | 4.25% | 07/01/26 | 1,517,494 | ||||
2,815,000 | Royal Caribbean Cruises Ltd. (USD) (a) (b) | 5.38% | 07/15/27 | 2,218,741 | ||||
437,000 | Royal Caribbean Cruises Ltd. (USD) (b) | 8.25% | 01/15/29 | 436,231 | ||||
513,000 | Royal Caribbean Cruises Ltd. (USD) (b) | 9.25% | 01/15/29 | 521,095 | ||||
10,226,566 | ||||||||
Media – 0.4% | ||||||||
1,820,000 | UPC Holding, B.V. (USD) (a) (b) | 5.50% | 01/15/28 | 1,599,758 | ||||
Retail – 0.6% | ||||||||
1,855,000 | 1011778 BC ULC/New Red Finance, Inc. (USD) (a) (b) | 5.75% | 04/15/25 | 1,850,539 | ||||
1,000,000 | 1011778 BC ULC/New Red Finance, Inc. (USD) (b) | 3.50% | 02/15/29 | 838,400 | ||||
2,688,939 | ||||||||
Services – 3.1% | ||||||||
2,330,000 | Garda World Security Corp. (USD) (a) (b) | 4.63% | 02/15/27 | 2,071,009 | ||||
3,410,000 | Garda World Security Corp. (USD) (a) (b) | 9.50% | 11/01/27 | 3,091,707 | ||||
750,000 | GFL Environmental, Inc. (USD) (b) | 3.75% | 08/01/25 | 711,517 | ||||
800,000 | GFL Environmental, Inc. (USD) (b) | 5.13% | 12/15/26 | 762,752 | ||||
2,272,000 | GFL Environmental, Inc. (USD) (a) (b) | 4.00% | 08/01/28 | 1,971,346 |
Principal Value (Local Currency) | Description | Stated Coupon | Stated Maturity | Value (US Dollars) | ||||
FOREIGN CORPORATE BONDS AND NOTES (Continued) | ||||||||
Services (Continued) | ||||||||
655,000 | GFL Environmental, Inc. (USD) (a) (b) | 4.75% | 06/15/29 | $572,364 | ||||
4,125,000 | Ritchie Bros. Auctioneers, Inc. (USD) (a) (b) | 5.38% | 01/15/25 | 4,068,982 | ||||
13,249,677 | ||||||||
Technology & Electronics – 0.7% | ||||||||
225,000 | Broadcom Corp./Broadcom Cayman Finance Ltd. (USD) | 3.50% | 01/15/28 | 197,809 | ||||
1,760,000 | Open Text Corp. (USD) (a) (b) | 3.88% | 12/01/29 | 1,405,439 | ||||
570,000 | Seagate HDD Cayman (USD) | 4.13% | 01/15/31 | 432,120 | ||||
725,000 | Sensata Technologies BV (USD) (b) | 4.00% | 04/15/29 | 611,759 | ||||
244,000 | Sensata Technologies BV (USD) (b) | 5.88% | 09/01/30 | 232,162 | ||||
2,879,289 | ||||||||
Telecommunications – 2.3% | ||||||||
1,635,000 | Altice France S.A./France (USD) (a) (b) | 5.13% | 07/15/29 | 1,234,425 | ||||
600,000 | DKT Finance ApS (EUR) (i) | 7.00% | 06/17/23 | 578,087 | ||||
1,116,000 | DKT Finance ApS (USD) (b) | 9.38% | 06/17/23 | 1,078,335 | ||||
1,350,000 | Iliad Holding SAS (USD) (a) (b) | 6.50% | 10/15/26 | 1,252,382 | ||||
1,340,000 | Telecom Italia Capital S.A. (USD) | 7.72% | 06/04/38 | 1,068,563 | ||||
1,300,000 | Total Play Telecomunicaciones SA de CV (USD) (b) | 6.38% | 09/20/28 | 894,284 | ||||
1,000,000 | Vmed O2 UK Financing I PLC (GBP) (b) | 4.50% | 07/15/31 | 895,013 | ||||
870,000 | VZ Secured Financing BV (USD) (a) (b) | 5.00% | 01/15/32 | 699,571 | ||||
2,700,000 | Ziggo Bond Co. BV (USD) (a) (b) | 5.13% | 02/28/30 | 2,143,381 | ||||
9,844,041 | ||||||||
Transportation – 1.2% | ||||||||
850,000 | Air Canada (USD) (a) (b) | 3.88% | 08/15/26 | 753,351 | ||||
2,595,000 | Air Canada 2020-1 Class C Pass Through Trust (USD) (b) | 10.50% | 07/15/26 | 2,664,271 | ||||
1,645,000 | American Airlines, Inc./AAdvantage Loyalty IP Ltd. (USD) (a) (b) | 5.50% | 04/20/26 | 1,572,410 | ||||
4,990,032 | ||||||||
Total Foreign Corporate Bonds and Notes | 85,607,800 | |||||||
(Cost $98,794,498) | ||||||||
Par Amount (Local Currency) | Description | Stated Rate | Stated Maturity | Value (US Dollars) | ||||
CAPITAL PREFERRED SECURITIES – 8.9% | ||||||||
Automotive – 1.2% | ||||||||
5,935,000 | General Motors Financial Co., Inc., Series A (USD) (h) | 5.75% | (j) | 4,880,944 | ||||
Banking – 3.0% | ||||||||
2,940,000 | Bank of America Corp., Series DD (USD) (h) | 6.30% | (j) | 2,881,376 | ||||
3,000,000 | Barclays Bank PLC, 3 Mo. EUR LIBOR + 0.71% (EUR) (i) (k) | 1.71% | (j) | 2,307,169 | ||||
4,475,000 | Citigroup, Inc., Series M (USD) (h) | 6.30% | (j) | 4,189,719 | ||||
3,935,000 | Citigroup, Inc., Series V (USD) (a) (h) | 4.70% | (j) | 3,167,675 | ||||
12,545,939 | ||||||||
Financial Services – 1.2% | ||||||||
3,175,000 | American AgCredit Corp., Series QIB (USD) (a) (b) (h) | 5.25% | (j) | 2,917,031 | ||||
3,210,000 | Textron Financial Corp., 3 Mo. LIBOR + 1.74% (USD) (a) (b) (k) | 4.64% | 02/15/42 | 2,217,157 | ||||
5,134,188 |
Shares | Description | Value | ||
COMMON STOCKS – 0.1% | ||||
Energy – 0.0% | ||||
7 | Thunderbird Resources Equity, Inc. (f) (g) (o) (p) | $66,253 | ||
Utility – 0.1% | ||||
13,918 | Vistra Corp. | 319,697 | ||
Total Common Stocks | 385,950 | |||
(Cost $960,424) | ||||
RIGHTS – 0.0% | ||||
Utility – 0.0% | ||||
13,918 | Vistra Corp., no expiration date (o) (p) | 16,702 | ||
(Cost $22,917) |
Total Investments – 124.6% | 525,651,747 | |||||||
(Cost $594,042,302) | ||||||||
Principal Value | Description | Stated Coupon | Stated Maturity | Value | ||||
U.S. GOVERNMENT BONDS SOLD SHORT – (12.4)% | ||||||||
$(30,000,000) | United States Treasury Note | 1.38% | 09/30/23 | (29,146,888) | ||||
(24,000,000) | United States Treasury Note | 2.88% | 05/31/25 | (23,060,625) | ||||
Total U.S. Government Bonds Sold Short | (52,207,513) | |||||||
(Proceeds $52,553,860) | ||||||||
CORPORATE BONDS SOLD SHORT – (1.0)% | ||||||||
Energy – (0.3)% | ||||||||
(1,600,000) | Halliburton Co. | 2.92% | 03/01/30 | (1,345,883) | ||||
Technology & Electronics – (0.7)% | ||||||||
(2,930,000) | Amkor Technology, Inc. (b) | 6.63% | 09/15/27 | (2,896,774) | ||||
Total Corporate Bonds Sold Short | (4,242,657) | |||||||
(Proceeds $4,479,457) | ||||||||
Total Investments Sold Short – (13.4)% | (56,450,170) | |||||||
(Proceeds $57,033,317) |
Outstanding Loan – (33.8)% |
(142,732,693) | ||
Net Other Assets and Liabilities – 22.6% |
95,504,555 | ||
Net Assets – 100.0% |
$421,973,439 |
Forward Foreign Currency Contracts | ||||||||||||||
Settlement Date | Counterparty | Amount Purchased | Amount Sold | Purchase Value as of 10/31/2022 | Sale Value as of 10/31/2022 | Unrealized Appreciation/ (Depreciation) | ||||||||
02/06/23 | JPM | USD | 3,037,323 | EUR | 2,988,000 | $ 3,037,323 | $ 2,976,703 | $ 60,620 | ||||||
02/06/23 | JPM | USD | 896,802 | GBP | 769,000 | 896,802 | 884,747 | 12,055 | ||||||
Net Unrealized Appreciation / (Depreciation) | $72,675 |
Counterparty Abbreviations | |
JPM | JPMorgan Chase |
(a) | This security or a portion of this security is segregated as collateral for investments sold short and borrowings in the margin account (see Note 2F - Short Sales in the Notes to Financial Statements) . |
(b) | This security, sold within the terms of a private placement memorandum, is exempt from registration upon resale under Rule 144A of the Securities Act of 1933, as amended (the “1933 Act”), and may be resold in transactions exempt from registration, normally to qualified institutional buyers. Pursuant to procedures adopted by the Fund Board of Trustees, this security has been determined to be liquid by MacKay Shields LLC, the Fund’s sub-advisor (the “Sub-Advisor”). Although market instability can result in periods of increased overall market illiquidity, liquidity for each security is determined based on security specific factors and assumptions, which require subjective judgment. At October 31, 2022, securities noted as such amounted to $349,824,146 of total investments and $(2,896,774) of total investments sold short, or 82.9% and (0.7)% of net assets, respectively. |
(c) | These notes are Senior Payment-in-kind (“PIK”) Toggle Notes whereby the issuer may, at its option, elect to pay interest on the notes (1) entirely in cash or (2) entirely in PIK interest. Interest paid in cash will accrue on the notes at a rate of 8.25% per annum (“Cash Interest Rate”) and PIK interest will accrue on the notes at a rate per annum equal to the Cash Interest Rate plus 75 basis points. For the fiscal year ended October 31, 2022, this security paid all of its interest in cash. |
(d) | Multi-Step Coupon Bond - Coupon steps up or down based upon ratings changes. The interest rate shown reflects the rate in effect at October 31, 2022. |
(e) | Multi-Step Coupon Bond - Coupon steps up or down at a predetermined date. The interest rate shown reflects the rate in effect at October 31, 2022. |
(f) | This security is fair valued by the Advisor’s Pricing Committee in accordance with procedures approved by the Fund’s Board of Trustees, and in accordance with the provisions of the Investment Company Act of 1940 and rules thereunder, as amended. At October 31, 2022, securities noted as such are valued at $106,019 or 0.0% of net assets. |
(g) | This security’s value was determined using significant unobservable inputs (see Note 2A – Portfolio Valuation in the Notes to Financial Statements). |
(h) | Fixed-to-floating or fixed-to-variable rate security. The interest rate shown reflects the fixed rate in effect at October 31, 2022. At a predetermined date, the fixed rate will change to a floating rate or a variable rate. |
(i) | This security may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the 1933 Act. |
(j) | Perpetual maturity. |
(k) | Floating or variable rate security. |
(l) | Senior Floating-Rate Loan Interests (“Senior Loans”) in which the Fund invests pay interest at rates which are periodically predetermined by reference to a base lending rate plus a premium. These base lending rates are generally (i) the lending rate offered by one or more major European banks, such as the LIBOR, (ii) the SOFR obtained from the U.S. Department of the Treasury’s Office of Financial Research, (iii) the prime rate offered by one or more United States banks or (iv) the certificate of deposit rate. Certain Senior Loans are subject to a LIBOR or SOFR floor that establishes a minimum LIBOR or SOFR rate. |
(m) | Senior Loans generally are subject to mandatory and/or optional prepayment. As a result, the actual remaining maturity of Senior Loans may be substantially less than the stated maturities shown. |
(n) | Inverse floating rate security. |
(o) | Pursuant to procedures adopted by the Fund’s Board of Trustees, this security has been determined to be illiquid by the Sub-Advisor. |
(p) | Non-income producing security. |
EUR | Euro |
GBP | British Pound Sterling |
LIBOR | London Interbank Offered Rate |
SOFR | Secured Overnight Financing Rate |
USD | United States Dollar |
ASSETS TABLE | ||||
Total Value at 10/31/2022 | Level 1 Quoted Prices | Level 2 Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |
Corporate Bonds and Notes: | ||||
Transportation | $7,968,371 | $— | $ 7,928,605 | $ 39,766 |
Other Industry Categories* | 382,449,115 | — | 382,449,115 | — |
Foreign Corporate Bonds and Notes* | 85,607,800 | — | 85,607,800 | — |
Capital Preferred Securities* | 37,405,922 | — | 37,405,922 | — |
Senior Floating-Rate Loan Interests* | 9,706,907 | — | 9,706,907 | — |
Mortgage-Backed Securities | 2,110,980 | — | 2,110,980 | — |
Common Stocks: | ||||
Energy | 66,253 | — | — | 66,253 |
Utility | 319,697 | 319,697 | — | — |
Rights* | 16,702 | — | 16,702 | — |
Total Investments | 525,651,747 | 319,697 | 525,226,031 | 106,019 |
Forward Foreign Currency Contracts | 72,675 | — | 72,675 | — |
Total | $ 525,724,422 | $ 319,697 | $ 525,298,706 | $ 106,019 |
LIABILITIES TABLE | ||||
Total Value at 10/31/2022 | Level 1 Quoted Prices | Level 2 Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |
U.S. Government Bonds Sold Short | $(52,207,513) | $— | $(52,207,513) | $— |
Corporate Bonds Sold Short* | (4,242,657) | — | (4,242,657) | — |
Total Investments | $ (56,450,170) | $— | $ (56,450,170) | $— |
* | See Portfolio of Investments for industry breakout. |
ASSETS: | |
Investments, at value (Cost $594,042,302) | $ 525,651,747 |
Cash | 86,508,425 |
Foreign currency (Cost $59,482) | 56,405 |
Unrealized appreciation on forward foreign currency contracts | 72,675 |
Due from broker | 104,785 |
Receivables: | |
Interest | 8,570,151 |
Investment securities sold | 6,204,207 |
Margin interest rebate | 49,371 |
Prepaid expenses | 14,724 |
Total Assets | 627,232,490 |
LIABILITIES: | |
Borrowings | 142,732,693 |
Investments sold short, at value (proceeds $57,033,317) | 56,450,170 |
Payables: | |
Investment securities purchased | 4,957,961 |
Interest expense on investments sold short | 360,638 |
Investment advisory fees | 352,419 |
Margin interest expense | 253,602 |
Audit and tax fees | 76,656 |
Administrative fees | 34,356 |
Shareholder reporting fees | 32,806 |
Transfer agent fees | 3,112 |
Trustees’ fees and expenses | 1,552 |
Custodian fees | 1,386 |
Financial reporting fees | 771 |
Legal fees | 369 |
Other liabilities | 560 |
Total Liabilities | 205,259,051 |
NET ASSETS | $421,973,439 |
NET ASSETS consist of: | |
Paid-in capital | $ 606,540,425 |
Par value | 334,191 |
Accumulated distributable earnings (loss) | (184,901,177) |
NET ASSETS | $421,973,439 |
NET ASSET VALUE, per Common Share (par value $0.01 per Common Share) | $12.63 |
Number of Common Shares outstanding (unlimited number of Common Shares has been authorized) | 33,419,132 |
INVESTMENT INCOME: | ||
Interest | $ 35,580,302 | |
Margin interest rebate | 430,781 | |
Other | 4,243 | |
Total investment income | 36,015,326 | |
EXPENSES: | ||
Investment advisory fees | 4,769,434 | |
Margin interest expense | 3,745,217 | |
Interest expense on investments sold short | 1,410,700 | |
Administrative fees | 277,508 | |
Shareholder reporting fees | 120,015 | |
Audit and tax fees | 68,157 | |
Listing expense | 40,599 | |
Legal fees | 29,238 | |
Custodian fees | 23,197 | |
Transfer agent fees | 20,914 | |
Trustees’ fees and expenses | 18,924 | |
Financial reporting fees | 9,250 | |
Other | 34,299 | |
Total expenses | 10,567,452 | |
NET INVESTMENT INCOME (LOSS) | 25,447,874 | |
NET REALIZED AND UNREALIZED GAIN (LOSS): | ||
Net realized gain (loss) on: | ||
Investments | (16,938,026) | |
Forward foreign currency contracts | 781,491 | |
Foreign currency transactions | (11,957) | |
Investments sold short | 60,235 | |
Net realized gain (loss) | (16,108,257) | |
Net change in unrealized appreciation (depreciation) on: | ||
Investments | (92,280,990) | |
Forward foreign currency contracts | 24,869 | |
Foreign currency translation | (1,515) | |
Investments sold short | 4,562,752 | |
Net change in unrealized appreciation (depreciation) | (87,694,884) | |
NET REALIZED AND UNREALIZED GAIN (LOSS) | (103,803,141) | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $(78,355,267) |
Year Ended 10/31/2022 | Year Ended 10/31/2021 | ||
OPERATIONS: | |||
Net investment income (loss) | $ 25,447,874 | $ 31,554,701 | |
Net realized gain (loss) | (16,108,257) | 14,683,510 | |
Net change in unrealized appreciation (depreciation) | (87,694,884) | 16,718,724 | |
Net increase (decrease) in net assets resulting from operations | (78,355,267) | 62,956,935 | |
DISTRIBUTIONS TO SHAREHOLDERS FROM: | |||
Investment operations | (26,519,418) | (31,788,503) | |
Return of capital | (15,651,193) | (12,431,797) | |
Total distributions to shareholders | (42,170,611) | (44,220,300) | |
CAPITAL TRANSACTIONS: | |||
Repurchase of Common Shares* | (549,030) | (2,503,784) | |
Net increase (decrease) in net assets resulting from capital transactions | (549,030) | (2,503,784) | |
Total increase (decrease) in net assets | (121,074,908) | 16,232,851 | |
NET ASSETS: | |||
Beginning of period | 543,048,347 | 526,815,496 | |
End of period | $ 421,973,439 | $ 543,048,347 | |
CAPITAL TRANSACTIONS were as follows: | |||
Common Shares at beginning of period | 33,470,143 | 33,642,356 | |
Common Shares repurchased * | (51,011) | (172,213) | |
Common Shares at end of period | 33,419,132 | 33,470,143 |
* | On September 15, 2015, the Fund commenced a share repurchase program. The program originally expired on March 15, 2016, but the Board of Trustees of the Fund has subsequently authorized the continuation of the Fund’s share repurchase program until March 15, 2023. For the year ended October 31, 2022, the Fund repurchased 51,011 of its shares at a weighted-average discount of 12.68% from net asset value per share. For the year ended October 31, 2021, the fund repurchased 172,213 of its shares at a weighted-average discount of 11.27% from net asset value per share. The Fund expects to continue to repurchase its outstanding shares until the earlier of (i) the repurchase of an additional 1,622,496 common shares (for an aggregate of 1,673,507), or (ii) March 15, 2023. |
Cash flows from operating activities: | ||
Net increase (decrease) in net assets resulting from operations | $(78,355,267) | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities: | ||
Purchases of investments | (212,516,654) | |
Sales, maturities and paydown of investments | 275,521,607 | |
Borrowed investments purchased | (2,966,740) | |
Net amortization/accretion of premiums/discounts on investments | 691,221 | |
Net realized gain/loss on investments | 16,938,026 | |
Net realized gain/loss on investments sold short | (60,235) | |
Net change in unrealized appreciation/depreciation on investments | 92,280,990 | |
Net change in unrealized appreciation/depreciation on forward foreign currency contracts | (24,869) | |
Net change in unrealized appreciation/depreciation on investments sold short | (4,562,752) | |
Changes in assets and liabilities: | ||
Decrease in interest receivable | 1,203,591 | |
Increase in margin interest rebate receivable | (49,371) | |
Increase in due from broker | (26,470) | |
Increase in prepaid expenses | (1,906) | |
Decrease in interest payable on investments sold short | (68,658) | |
Decrease in investment advisory fees payable | (109,119) | |
Increase in audit and tax fees payable | 7,625 | |
Decrease in legal fees payable | (17,636) | |
Increase in shareholder reporting fees payable | 3,484 | |
Decrease in administrative fees payable | (2,613) | |
Decrease in custodian fees payable | (18,318) | |
Decrease in transfer agent fees payable | (1,264) | |
Increase in trustees’ fees and expenses payable | 265 | |
Increase in margin interest expense payable | 186,134 | |
Decrease in other liabilities payable | (581) | |
Cash provided by operating activities | $88,050,490 | |
Cash flows from financing activities: | ||
Repurchase of Common Shares | (549,030) | |
Distributions to Common Shareholders from investment operations | (26,519,418) | |
Distributions to Common Shareholders from return of capital | (15,651,193) | |
Net proceeds from borrowing | 671,726 | |
Cash used in financing activities | (42,047,915) | |
Increase in cash and foreign currency (a) | 46,002,575 | |
Cash and foreign currency at beginning of period | 40,562,255 | |
Cash and foreign currency at end of period | $86,564,830 | |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest and fees | $5,038,441 |
(a) | Includes net change in unrealized appreciation (depreciation) on foreign currency of $(1,515). |
Year Ended October 31, | |||||||||
2022 | 2021 | 2020 | 2019 | 2018 | |||||
Net asset value, beginning of period | $ 16.22 | $ 15.66 | $ 16.94 | $ 16.57 | $ 18.23 | ||||
Income from investment operations: | |||||||||
Net investment income (loss) | 0.76 | 0.94 | 0.92 | 0.93 | 0.96 | ||||
Net realized and unrealized gain (loss) | (3.09) | 0.93 | (0.92) | 0.68 | (1.32) | ||||
Total from investment operations | (2.33) | 1.87 | — | 1.61 | (0.36) | ||||
Distributions paid to shareholders from: | |||||||||
Net investment income | (0.79) | (0.95) | (0.92) | (0.92) | (0.98) | ||||
Return of capital | (0.47) | (0.37) | (0.40) | (0.36) | (0.37) | ||||
Total distributions paid to Common Shareholders | (1.26) | (1.32) | (1.32) | (1.28) | (1.35) | ||||
Common Share repurchases | 0.00 (a) | 0.01 | 0.04 | 0.04 | 0.05 | ||||
Net asset value, end of period | $12.63 | $16.22 | $15.66 | $16.94 | $16.57 | ||||
Market value, end of period | $11.06 | $16.05 | $13.49 | $15.49 | $13.91 | ||||
Total return based on net asset value (b) | (14.11)% | 12.88% | 1.53% | 11.58% | (0.82)% | ||||
Total return based on market value (b) | (23.99)% | 29.67% | (4.35)% | 21.54% | (10.24)% | ||||
Ratios to average net assets/supplemental data: | |||||||||
Net assets, end of period (in 000’s) | $ 421,973 | $ 543,048 | $ 526,815 | $ 582,502 | $ 578,360 | ||||
Ratio of total expenses to average net assets | 2.22% | 1.84% | 2.13% | 2.53% | 2.20% | ||||
Ratio of total expenses to average net assets excluding interest expense | 1.13% | 1.19% | 1.22% | 1.16% | 1.13% | ||||
Ratio of net investment income (loss) to average net assets | 5.34% | 5.74% | 5.80% | 5.55% | 5.48% | ||||
Portfolio turnover rate | 32% | 43% | 63% | 33% | 29% |
(a) | Amount is less than $0.01. |
(b) | Total return is based on the combination of reinvested dividend, capital gain and return of capital distributions, if any, at prices obtained by the Dividend Reinvestment Plan, and changes in net asset value per share for net asset value returns and changes in Common Share Price for market value returns. Total returns do not reflect sales load and are not annualized for periods of less than one year. Past performance is not indicative of future results. |
1) | benchmark yields; |
(1) | The terms “security” and “securities” used throughout the Notes to Financial Statements include Senior Loans. |
2) | reported trades; |
3) | broker/dealer quotes; |
4) | issuer spreads; |
5) | benchmark securities; |
6) | bids and offers; and |
7) | reference data including market research publications. |
1) | the credit conditions in the relevant market and changes thereto; |
2) | the liquidity conditions in the relevant market and changes thereto; |
3) | the interest rate conditions in the relevant market and changes thereto (such as significant changes in interest rates); |
4) | issuer-specific conditions (such as significant credit deterioration); and |
5) | any other market-based data the Advisor’s Pricing Committee considers relevant. In this regard, the Advisor’s Pricing Committee may use last-obtained market-based data to assist it when valuing portfolio securities using amortized cost. |
1) | the most recent price provided by a pricing service; |
2) | the fundamental business data relating to the borrower/issuer; |
3) | an evaluation of the forces which influence the market in which these securities are purchased and sold; |
4) | the type, size and cost of the security; |
5) | the financial statements of the borrower/issuer, or the financial condition of the country of issue; |
6) | the credit quality and cash flow of the borrower/issuer, or country of issue, based on the Pricing Committee’s, sub-advisor’s or portfolio manager’s analysis, as applicable, or external analysis; |
7) | the information as to any transactions in or offers for the security; |
8) | the price and extent of public trading in similar securities (or equity securities) of the borrower/issuer, or comparable companies; |
9) | the coupon payments; |
10) | the quality, value and salability of collateral, if any, securing the security; |
11) | the business prospects of the borrower/issuer, including any ability to obtain money or resources from a parent or affiliate and an assessment of the borrower’s/issuer’s management; |
12) | the prospects for the borrower’s/issuer’s industry, and multiples (of earnings and/or cash flows) being paid for similar businesses in that industry; |
13) | the borrower’s/issuer’s competitive position within the industry; |
14) | the borrower’s/issuer’s ability to access additional liquidity through public and/or private markets; and |
15) | other relevant factors. |
• | Level 1 – Level 1 inputs are quoted prices in active markets for identical investments. An active market is a market in which transactions for the investment occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
• | Level 2 – Level 2 inputs are observable inputs, either directly or indirectly, and include the following: |
o | Quoted prices for similar investments in active markets. |
o | Quoted prices for identical or similar investments in markets that are non-active. A non-active market is a market where there are few transactions for the investment, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly. |
o | Inputs other than quoted prices that are observable for the investment (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates). |
o | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
• | Level 3 – Level 3 inputs are unobservable inputs. Unobservable inputs may reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the investment. |
Distributions paid from: | 2022 | 2021 |
Ordinary income | $26,519,418 | $31,788,503 |
Capital gains | — | — |
Return of capital | 15,651,193 | 12,431,797 |
Undistributed ordinary income | $— |
Undistributed capital gains | — |
Total undistributed earnings | — |
Accumulated capital and other losses | (105,185,660) |
Net unrealized appreciation (depreciation) | (68,183,419) |
Total accumulated earnings (losses) | (173,369,079) |
Other | (11,532,098) |
Paid-in capital | 606,874,616 |
Total net assets | $421,973,439 |
Tax Cost | Gross Unrealized Appreciation | Gross Unrealized (Depreciation) | Net Unrealized Appreciation (Depreciation) | |||
$537,454,135 | $3,094,078 | $(71,273,961) | $(68,179,883) |
Asset Derivatives | Liability Derivatives | |||||||||
Derivative Instrument | Risk Exposure | Statement of Assets and Liabilities Location | Value | Statement of Assets and Liabilities Location | Value | |||||
Forward foreign currency contracts | Currency Risk | Unrealized appreciation on forward foreign currency contracts | $ 72,675 | Unrealized depreciation on forward foreign currency contracts | $ — |
Statement of Operations Location | |
Currency Risk Exposure | |
Net realized gain (loss) on forward foreign currency contracts | $781,491 |
Net change in unrealized appreciation (depreciation) on forward foreign currency contracts | 24,869 |
(1) | If Common Shares are trading at or above net asset value (“NAV”) at the time of valuation, the Fund will issue new shares at a price equal to the greater of (i) NAV per Common Share on that date or (ii) 95% of the market price on that date. |
(2) | If Common Shares are trading below NAV at the time of valuation, the Plan Agent will receive the dividend or distribution in cash and will purchase Common Shares in the open market, on the NYSE or elsewhere, for the participants’ accounts. It is possible that the market price for the Common Shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the dividend or distribution had been paid in Common Shares issued by the Fund. The Plan Agent will use all dividends and distributions received in cash to purchase Common Shares in the open market within 30 days of the valuation date except where temporary curtailment or suspension of purchases is necessary to comply with federal securities laws. Interest will not be paid on any uninvested cash payments. |
• | The Fund invests primarily in a diversified portfolio of U.S. and foreign (including emerging markets) high-yield corporate fixed-income securities of varying maturities that are rated below-investment grade at the time of purchase. Such securities include corporate bonds; debentures; notes; commercial paper; other types of corporate debt instruments, including instruments issued by corporations with direct or indirect government ownership; asset-backed securities; preferred shares; loan participations and assignments; payment-in-kind securities; zero-coupon bonds; bank certificates of deposit; fixed time deposits; banker’s acceptances; and derivative instruments that provide the same or similar economic impact as a physical investment in any of the above referenced securities. |
• | The Fund will generally limit its investment in securities rated below “B-” by Standard & Poor’s Ratings Group, a division of the McGraw Hill Companies, Inc., or Fitch Ratings, below “B3” by Moody’s Investors Service, Inc., comparably rated by another nationally recognized statistical rating organization or, if unrated, determined by the investment team to be of comparable quality at the time of purchase to no more than 5% above the approximate aggregate weighting of such securities in the index which the Fund tracks. |
• | The Fund maintains both long and short positions in securities. The Fund’s long positions, either directly or indirectly, may total up to 130% of the Fund’s managed assets. The Fund’s short positions, either directly or through derivatives, may total up to 30% of the Fund’s managed assets. |
• | The Fund’s use of derivatives, other than for hedging purposes, will not exceed 30% of the Fund’s managed assets. The Fund’s principal investments in derivative instruments may include investments in credit default swaps, structured notes, special purpose vehicles, futures transactions, options and options on futures as well as certain currency and interest rate instruments such as foreign currency forward contracts, currency exchange transactions on a spot (i.e., cash) basis, put and call options on foreign currencies and interest rate swaps. |
• | The Fund’s investments may be denominated in U.S. dollars or in foreign currencies. In order to minimize the impact of currency fluctuations, the Sub-Advisor may at times hedge certain or all of the Fund’s investments denominated in foreign currencies into U.S. dollars. |
• | The Fund may also invest up to 5% of its managed assets in common stock, including those of foreign issuers; invest up to 20% of its managed assets in securities that, at the time of investment, are illiquid; invest without limit in securities that are unregistered or are held by control persons of the issuer; and invest without limit in securities that are subject to contractual restrictions on their resale. |
• | To the extent the Fund enters into derivatives transactions, it will do so pursuant to Rule 18f-4 under the 1940 Act. Rule 18f-4 requires the Fund to implement certain policies and procedures designed to manage its derivatives risks, dependent upon the Fund’s level of exposure to derivative instruments. |
• | Issuer Risk. The value of fixed-income securities may decline for a number of reasons which directly relate to the issuer, such as management performance, leverage and reduced demand for the issuer’s goods and services. In addition, an issuer of fixed-income securities may default on its obligation to pay interest and repay principal. |
• | Prepayment Risk. Prepayment risk is the risk that the issuer of a debt security will repay principal prior to the scheduled maturity date. During periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest the proceeds from such prepayment in lower yielding securities, which may result in a decline in the Fund’s income and distributions to common shareholders. |
• | Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds from matured, traded or called bonds at market interest rates that are below the Fund portfolio’s current earnings rate. |
Assumed Portfolio Total Return (Net of Expenses) | -10% | -5% | 0% | 5% | 10% |
Common Share Total Return | -14.67% | -7.98% | -1.29% | 5.40% | 12.09% |
Name, Year of Birth and Position with the Fund | Term of Office and Year First Elected or Appointed(1) | Principal Occupations During Past 5 Years | Number of Portfolios in the First Trust Fund Complex Overseen by Trustee | Other Trusteeships or Directorships Held by Trustee During Past 5 Years |
INDEPENDENT TRUSTEES | ||||
Richard E. Erickson, Trustee (1951) | • Three Year Term
• Since Fund Inception | Physician, Edward-Elmhurst Medical Group; Physician and Officer, Wheaton Orthopedics (1990 to 2021) | 223 | None |
Thomas R. Kadlec, Trustee (1957) | • Three Year Term
• Since Fund Inception | Retired; President, ADM Investor Services, Inc. (Futures Commission Merchant) (2010 to July 2022) | 223 | Director, National Futures Association and ADMIS Singapore Ltd.; Formerly, Director of ADM Investor Services, Inc., ADM Investor Services International, ADMIS Hong Kong Ltd., and Futures Industry Association |
Denise M. Keefe, Trustee (1964) | • Three Year Term
• Since 2021 | Executive Vice President, Advocate Aurora Health and President, Advocate Aurora Continuing Health Division (Integrated Healthcare System) | 223 | Director and Board Chair of Advocate Home Health Services, Advocate Home Care Products and Advocate Hospice; Director and Board Chair of Aurora At Home (since 2018); Director of Advocate Physician Partners Accountable Care Organization; Director and Board Chair of RML Long Term Acute Care Hospitals; and Director of Senior Helpers (since 2021) |
Robert F. Keith, Trustee (1956) | • Three Year Term
• Since Fund Inception | President, Hibs Enterprises (Financial and Management Consulting) | 223 | Formerly, Director of Trust Company of Illinois |
Niel B. Nielson, Trustee (1954) | • Three Year Term
• Since Fund Inception | Senior Advisor (2018 to Present), Managing Director and Chief Operating Officer (2015 to 2018), Pelita Harapan Educational Foundation (Educational Products and Services) | 223 | None |
(1) | Currently, Denise M. Keefe and Robert F. Keith, as Class I Trustees, are serving as trustees until the Fund’s 2023 annual meeting of shareholders. Richard E. Erickson and Thomas R. Kadlec, as Class II Trustees, are serving as trustees until the Fund’s 2024 annual meeting of shareholders. James A. Bowen and Niel B. Nielson, as Class III Trustees, are serving as trustees until the Fund’s 2025 annual meeting of shareholders. |
Name, Year of Birth and Position with the Fund | Term of Office and Year First Elected or Appointed(1) | Principal Occupations During Past 5 Years | Number of Portfolios in the First Trust Fund Complex Overseen by Trustee | Other Trusteeships or Directorships Held by Trustee During Past 5 Years |
INTERESTED TRUSTEE | ||||
James A. Bowen(2), Trustee and Chairman of the Board (1955) | • Three Year Term
• Since Fund Inception | Chief Executive Officer, First Trust Advisors L.P. and First Trust Portfolios L.P.; Chairman of the Board of Directors, BondWave LLC (Software Development Company) and Stonebridge Advisors LLC (Investment Advisor) | 223 | None |
(2) | Mr. Bowen is deemed an “interested person” of the Fund due to his position as CEO of First Trust Advisors L.P., investment advisor of the Fund. |
(3) | The term “officer” means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function. |
• | Information we receive from you and your broker-dealer, investment professional or financial representative through interviews, applications, agreements or other forms; |
• | Information about your transactions with us, our affiliates or others; |
• | Information we receive from your inquiries by mail, e-mail or telephone; and |
• | Information we collect on our website through the use of “cookies.” For example, we may identify the pages on our website that your browser requests or visits. |
• | In order to provide you with products and services and to effect transactions that you request or authorize, we may disclose your personal information as described above to unaffiliated financial service providers and other companies that perform administrative or other services on our behalf, such as transfer agents, custodians and trustees, or that assist us in the distribution of investor materials such as trustees, banks, financial representatives, proxy services, solicitors and printers. |
• | We may release information we have about you if you direct us to do so, if we are compelled by law to do so, or in other legally limited circumstances (for example to protect your account from fraud). |
(b) | Not applicable. |
Item 2. Code of Ethics.
(a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
(c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. |
(d) | The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions. |
(e) | Not applicable. |
(f) | A copy of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller is filed as an exhibit pursuant to Item 13(a)(1). |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the registrant’s board of trustees has determined that Thomas R. Kadlec and Robert F. Keith are qualified to serve as audit committee financial experts serving on its audit committee and that each of them is “independent,” as defined by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees (Registrant) — The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $52,000 for the fiscal year ended October 31, 2021 and $54,000 for the fiscal year ended October 31, 2022.
(b) Audit-Related Fees (Registrant) — The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended October 31, 2021 and $0 for the fiscal year ended October 31, 2022.
Audit-Related Fees (Investment Advisor) — The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended October 31, 2021 and $0 for the fiscal year ended October 31, 2022.
(c) Tax Fees (Registrant) — The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $5,200 for the fiscal year ended October 31, 2022 and $16,250 for the fiscal year ended October 31, 2022. These fees were for consultation and/or tax return preparation.
Tax Fees (Investment Advisor) — The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $0 for the fiscal year ended October 31, 2021 and $0 for the fiscal year ended October 31, 2022.
(d) All Other Fees (Registrant) — The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended October 31, 2021 and $0 for the fiscal year ended October 31, 2022.
All Other Fees (Investment Advisor) — The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the fiscal year ended October 31, 2020 and $0 for the fiscal year ended October 31, 2021.
(e)(1) | Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
Pursuant to its charter and its Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee (the “Committee”) is responsible for the pre-approval of all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for the registrant by its independent auditors. The Chairman of the Committee authorized to give such pre-approvals on behalf of the Committee up to $25,000 and report any such pre-approval to the full Committee.
The Committee is also responsible for the pre-approval of the independent auditor’s engagements for non-audit services with the registrant’s advisor (not including a sub-advisor whose role is primarily portfolio management and is sub-contracted or overseen by another investment advisor) and any entity controlling, controlled by or under common control with the investment advisor that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant, subject to the de minimis exceptions for non-audit services described in Rule 2-01 of Regulation S-X. If the independent auditor has provided non-audit services to the registrant’s advisor (other than any sub-advisor whose role is primarily portfolio management and is sub-contracted with or overseen by another investment advisor) and any entity controlling, controlled by or under common control with the investment advisor that provides ongoing services to the registrant that were not pre-approved pursuant to the de minimis exception, the Committee will consider whether the provision of such non-audit services is compatible with the auditor’s independence.
(e)(2) | The percentage of services described in each of paragraphs (b) through (d) for the registrant and the registrant’s investment advisor of this Item that were approved by the audit committee pursuant to the pre-approval exceptions included in paragraph (c)(7)(i)(c) or paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X are as follows: |
Registrant: | Advisor and Distributor: | |||
(b) 0% | (b) 0% | |||
(c) 0% | (c) 0% | |||
(d) 0% | (d) 0% |
(f) | The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than fifty percent. |
(g) | The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common control with the advisor that provides ongoing services to the registrant for the registrant’s fiscal year ended October 31, 2021 were $5,200 for the registrant and $16,500 for the registrant’s investment advisor and for the registrant’s fiscal year ended October 31, 2022 were $16,250 for the Registrant and $0 for the registrant’s investment advisor. |
(h) | The registrant’s audit committee of its Board of Trustees has determined that the provision of non-audit services that were rendered to the registrant’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common control with the investment advisor that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. |
(i) | Not applicable. |
(j) | 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 consisting of all the independent directors of the registrant. The audit committee of the registrant is comprised of: Richard E. Erickson, Thomas R. Kadlec, Denise M. Keefe, Robert F. Keith and Niel B. Nielson. |
(b) | Not applicable. |
Item 6. Investments.
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period 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 Proxy Voting Policies are attached herewith.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) | Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members. |
Information provided as of January 6, 2023
MacKay Shields LLC (“MacKay Shields” or the “Sub-Advisor”) was founded in 1938 and became a registered investment advisor in 1969 and serves as the sub-advisor to the registrant.
Eric Gold, Senior Managing Director, Head of Global Credit Group
Mr. Gold joined MacKay Shields in 2010. Before joining the Global Credit team, Mr. Gold served as a Managing Director for the High Yield team. Mr. Gold is currently the head of the Global Credit Group and Portfolio Manager.
Matthew Jacob, Managing Director, Global Credit Group
Mr. Jacob joined MacKay Shields and the Global Fixed Income Division in 2011 as a portfolio analyst and was promoted to Portfolio Manager in 2017. Mr. Jacob is currently a member of the Global Credit Group.
Shu-Yang Tan, Managing Director, Global Credit Group
Mr. Tan joined MacKay Shields and the Global Fixed Income Division in 2010 as a portfolio analyst and was promoted to Portfolio Manager in 2017. Mr. Tan is currently a member of the Global Credit Group.
Eric Gold is a Senior Managing Director and Head of the Global Credit Group.
The team of portfolio managers that oversee the security selection for the First Trust High Income Long/Short Fund are Eric Gold, Matthew Jacob and Shu-Yang Tan.
MacKay Shields utilizes a team approach in all aspects of investment management and decision-making. No one portfolio manager is singularly responsible for any particular account. Investment decisions are carried across all portfolios with similar guidelines. While portfolio managers conduct their own industry-specific research, all information is continually shared with the other members of the investment team. Additionally, portfolio managers will cross-train to gain familiarity with other industries.
The portfolio managers within the Global Credit Team generally come to a consensus on the appropriateness of a security for inclusion or removal from the portfolio. On the rare occasions this is not possible, Eric Gold as Head of the Team, is ultimately responsible and has final decision-making power.
(a)(2) | Other Accounts Managed by Portfolio Managers or Management Team Member and Potential Conflicts of Interest |
Information provided as of October 31, 2022.
Name of Portfolio Manager or Team Member* | Type of Accounts* | Total # of Accounts Managed | Total Assets | # of Accounts Managed for which Advisory Fee is Based on Performance | Total Assets for which Advisory Fee is Based on Performance |
1. Matt Jacob | Registered Investment Companies: | 3 | $1,394,130,310 | 0 | $0 |
Other Pooled Investment Vehicles: | 15 | $7,340,216,601 | 1 | $509,116 | |
Other Accounts: | 19 | $2,252,490,294 | 1 | $509,116 | |
2. Shu-Yang Tan | Registered Investment Companies: | 2 | $1,369,010,357 | 0 | $0 |
Other Pooled Investment Vehicles: | 15 | $7,340,216,601 | 1 | $509,116 | |
|
Other Accounts: | 19 | $2,252,490,294 | 1 | $509,116 |
3. Eric Gold | Registered Investment Companies: | 1 | $48,132,979 | 0 | $0 |
Other Pooled Investment Vehicles: | 15 | $7,340,216,601 | 1 | $509,116 | |
Other Accounts: | 19 | $2,252,490,294 | 0 |
$0
|
*The Global Credit Group utilizes a team approach in all aspects of investment management and decision-making. No one portfolio manager is singularly responsible for any particular account. Information provided are assets and number of accounts managed by the team.
Potential Conflicts of Interests
The Global Credit team that manages the Fund provides portfolio management services for other MacKay Shields accounts, including mutual funds; institutional managed accounts; private commingled funds; and hedge funds. Managing accounts that have a performance-based fee at the same time that we manage accounts that only have an asset-based fee is commonly referred to as “side-by-side management.” Except for distinctions based on investment objectives, investment guidelines and cash flow, all accounts are treated the same, regardless of fee structure. This creates a conflict of interest by giving us an incentive to favor those accounts for which we receive a performance-based fee because we will receive a higher fee if their performance exceeds the applicable benchmark.
MacKay Shields’ Trade Allocation Policy provides that: (1) no client will be favored over any other client;(2) trades should be pre-allocated, subject to certain exceptions, and allocations should be in writing; and (3) the firm’s Compliance Department conducts periodic reviews of client account performance as a function of allocation to assure that no account or group of accounts is being preferred systematically in the allocation process. As a general practice, when creating an order, the portfolio manager will utilize the firm’s trade order management systems in selecting the participating client accounts prior to entering an aggregated order.
When determining which accounts will participate in a trade, the portfolio managers will consider various objective criteria which may include but are not limited to: client cash limitations, actual and anticipated or potential account inflows and outflows, duration and/or average maturity, credit ratings and anticipated credit ratings, account size, deal size, trade lots, processing costs, existing exposure to an issuer or industry type, other concentration limits, and specific investment objectives, investment guidelines and anticipated guidelines changes, borrowing capacity, and other practical limitations. If the aggregated order is filled in its entirety, it will be allocated among clients in accordance with the target allocation; if the order is partially filled, it will be allocated pro rata based on the allocation methodology recorded in the trade order management system unless that would be impractical. Additionally, the policy contains a procedure for limited offerings, which provides that in a limited offering, the allocations may be pro-rata based on size of the order or account size and within a strategy pro-rata based on account size.
We allocate securities among client accounts based on the factors described above and usually do so before executing the trade. When it is impractical or not feasible to allocate prior to the execution of the trade, we will allocate the trade after the trade is executed but in no event later than the end of the day, in a fair and equitable manner among all the participating accounts, based on the above factors. In those situations, in which there is a limited supply of a security, it is our general policy to make a pro rata allocation based on the original amounts targeted for the accounts. However, if in our portfolio managers’ judgment or as a result of factors such as investment guideline constraints (e.g., duration limits), minimum trading lots for specific securities, account strategy, or low cash levels, the amount that would then be allocated to an account would not be suitable or be too small to properly manage, that account may be excluded from the pro rata allocation. We cannot assure that in every instance an investment will be allocated on a pro rata basis, and differences may occur due to the factors mentioned above.
(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members
Information provided as of October 31, 2022.
MacKay Shields establishes salaries at competitive levels, verified through industry surveys, to attract and maintain the best professional talent. Incentives are paid annually to the firm’s employees based upon an individual’s performance and the profitability of the firm, and in some instances may be fixed and guaranteed for a period of time. Incentive bonuses (both cash and deferred) are an integral portion of total compensation at MacKay Shields and vary based upon an individual’s role, responsibility and performance. A significant percentage of the compensation program for the Fund’s portfolio managers is incentive based.
MacKay Shields has a phantom equity program and awards are an integral component of the firm’s compensation structure. Awards vest and pay out after several years. Thus, eligible professionals share in the results and success of the firm.
The compensation received by portfolio managers is generally based on both quantitative and qualitative factors. The quantitative factors may include: (i) investment performance; (ii) assets under management; (iii) revenues and profitability; and (iv) industry benchmarks. The qualitative factors may include, among others, leadership, adherence to the firm’s policies and procedures, and contribution to the firm’s goals and objectives.
The compensation received by portfolio managers is generally based on both quantitative and qualitative factors. The quantitative factors may include: (i) investment performance; (ii) assets under management; (iii) revenues and profitability; and (iv) industry benchmarks. The qualitative factors may include, among others, leadership, adherence to the firm’s policies and procedures, and contribution to the firm’s goals and objectives. To the extent that an increase in the size of a Fund or another account managed by a portfolio manager has a positive impact on revenues/profitability, a portfolio manager’s compensation may also increase. There is no difference between the method used in determining portfolio managers’ compensation with respect to a Fund and other accounts they manage. We do not believe the compensation structure provides an incentive for an employee who provides services to the Fund to take undue risks in managing the assets of the Fund.
MacKay Shields maintains an employee benefit program, including health and non-health insurance, and a 401(k) defined contribution plan for all of its employees regardless of their job title, responsibilities or seniority.
MacKay Shields has performance-based fee arrangements with “eligible clients” (as that term is defined under Rule 205-3 of the Advisers Act). In these cases, a portion of these performance-based fees may be included in the incentive program described above.
Variable or incentive compensation, both cash bonus and deferred awards, are a significant component of total compensation for portfolio managers at MacKay Shields. Incentive compensation received by portfolio managers is generally based on both quantitative and qualitative factors. This approach instills a strong sense of commitment towards the overall success of the firm. Deferred awards are provided to attract, retain, motivate and reward key personnel. As such, MacKay Shields maintains a phantom equity plan and awards vest and pay out after several years. Thus, eligible employees share in the results and success of the firm with the receipt of an award from the phantom equity plan. Receipt of an award from the phantom equity plan is conditioned upon execution of an Executive Employment Agreements with MacKay, which include provisions relating to fixed and variable compensation. The Executive Employment Agreements are renewable for one-year terms and can be terminated on 60 days’ prior written notice. There is also a provision for termination by MacKay for cause, as defined in the Agreements. The Agreements contain restrictions regarding non-solicitation of clients and non-hiring of employees following termination of the portfolio managers’ employment. None of the portfolio managers is subject to a non-compete agreement that could potentially affect the portfolio manager’s ability to manage the Fund.
(a)(4) Disclosure of Securities Ownership
Information provided as of October 31, 2022.
Name | Dollar Range of Fund Shares Beneficially Owned |
Shu-Yang Tan |
$50,001-$100,000 |
Matt Jacob |
None |
Eric Gold |
None |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
REGISTRANT PURCHASES OF EQUITY SECURITIES
Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
Month #1 |
0 | — | 2,938,945 | 1,673,507 |
Month #2 (12/01/2021-12/31/2021) |
0 | — | 2,938,945 | 1,673,507 |
Month #3 (1/01/2022-1/31/2022) |
0 | — | 2,938,945 | 1,673,507 |
Month #4 |
0 | — | 2,938,945 | 1,673,507 |
Month #5 |
0 | — | 2,938,945 | 1,673,507 |
Month #6 (4/01/2022-4/30/2022) |
0 | — | 2,938,945 | 1,673,507 |
Month #7 |
0 | — | 2,938,945 | 1,673,507 |
Month #8 |
0 | — | 2,938,945 | 1,673,507 |
Month #9 |
0 | — | 2,938,945 | 1,673,507 |
Month #10 |
0 | — | 2,938,945 | 1,673,507 |
Month #11 |
16,854 | 10.89 | 2,955,799 | 1,656,653 |
Month #12 |
34,157 | 10.70 | 2,989,956 | 1,622,496 |
Total | 51,011 | $10.76 | 2,989,956 | 1,622,496 |
On September 15, 2015, the Fund commenced a share repurchase program. The program originally expired on March 15, 2016, but the Board of Trustees of the Fund has subsequently authorized the continuation of the Fund’s share repurchase program until March 15, 2023. For the year ended October 31, 2022, the fund repurchased 51,011 of its shares at a weighted-average discount of 12.68% from net asset value per share. For the year ended October 31, 2021, the fund repurchased 172,213 of its shares at a weighted-average discount of 11.27% from net asset value per share. The Fund expects to continue to repurchase its outstanding shares until the earlier of (i) the repurchase of an additional 1,622,496 common shares (for an aggregate of 1,673,507), or (ii) March 15, 2023.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
(a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) | Not applicable. |
(b) | Not applicable. |
Item 13. Exhibits.
(a)(1) | Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) | Not applicable. |
(b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | First Trust High Income Long/Short Fund |
By (Signature and Title)* | /s/ James M. Dykas | |
James M. Dykas, President and Chief Executive Officer (principal executive officer) |
Date: | January 6, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ James M. Dykas | |
James M. Dykas, President and Chief Executive Officer (principal executive officer) |
Date: | January 6, 2023 |
By (Signature and Title)* | /s/ Donald P. Swade | |
Donald P. Swade, Treasurer, Chief Financial Officer and Chief Accounting Officer (principal financial officer) |
Date: | January 6, 2023 |
* Print the name and title of each signing officer under his or her signature.
SENIOR FINANCIAL OFFICER
CODE OF CONDUCT
I. Introduction
This code of conduct is being adopted by the investment companies advised by First Trust Advisors L.P., from time to time, (the "FUNDS"). The reputation and integrity of the Funds are valuable assets that are vital to the Funds' success. Each officer of the Funds, and officers and employees of the investment adviser to the Funds who work on Fund matters, including each of the Funds' senior financial officers ("SFOS"), is responsible for conducting each Fund's business in a manner that demonstrates a commitment to the highest standards of integrity. SFOs include the Principal Executive Officer (who is the President), the Controller (who is the principal accounting officer), and the Treasurer (who is the principal financial officer), and any person who performs a similar function.
The Funds, First Trust Advisors L.P. and First Trust Portfolios have adopted Codes of Ethics under Rule 17j-1 under the Investment Company Act of 1940 (the "RULE 17J-1 CODE"). These Codes of Ethics are designed to prevent certain conflicts of interest that may arise when officers, employees, or directors of the Funds and the foregoing entities know about present or future Fund transactions and/or have the power to influence those transactions, and engage in transactions with respect to those same securities in their personal account(s) or otherwise take advantage of their position and knowledge with respect to those securities. In an effort to prevent these conflicts and in accordance with Rule 17j-1, the Funds adopted their Rule 17j-1 Code to prohibit transactions and conduct that create conflicts of interest, and to establish compliance procedures.
The Sarbanes-Oxley Act of 2002 was designed to address corporate malfeasance and to help assure investors that the companies in which they invest are accurately and completely disclosing financial information. Under Section 406 of the Act, all public companies (including the Funds) must either have a code of ethics for their SFOs, or disclose why they do not. The Act was intended to prevent future situations (such as occurred in well-reported situations involving such companies as Enron and WorldCom) where a company creates an environment in which employees are afraid to express their opinions or to question unethical and potentially illegal business practices.
The Funds have chosen to adopt a senior financial officer Code of Conduct to encourage their SFOs, and other Fund officers and employees of First Trust Advisors or First Trust Portfolios to act ethically and to question potentially unethical or illegal practices, and to strive to ensure that the Funds' financial disclosures are complete, accurate, and understandable.
II. Purposes of This Code of Conduct
The purposes of this Code are:
A. To promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
B. To promote full, fair, accurate, timely, and understandable disclosure in reports and documents that the Funds file with, or submits to, the SEC and in other public communications the Funds make;
C. To promote compliance with applicable governmental laws, rules and regulations;
D. To encourage the prompt internal reporting to an appropriate person of violations of the Code; and
E. To establish accountability for adherence to the Code.
III. Questions About This Code
The Funds' Boards of Trustees have designated W. Scott Jardine or other appropriate officer designated by the President of the respective Funds to be the Compliance Coordinator for the implementation and administration of the Code.
IV. Handling of Financial Information
The Funds have adopted guidelines under which its SFOs perform their duties. However, the Funds expect that all officers or employees of the adviser or distributor who participate in the preparation of any part of any Fund's financial statements follow these guidelines with respect to each Fund:
A. Act with honesty and integrity and avoid violations of this Code, including actual or apparent conflicts of interest with the Fund in personal and professional relationships.
B. Disclose to the Fund's Compliance Coordinator any material transaction or relationship that reasonably could be expected to give rise to any violations of the Code, including actual or apparent conflicts of interest with the Fund. You should disclose these transactions or relationships whether you are involved or have only observed the transaction or relationship. If it is not possible to disclose the matter to the Compliance Coordinator, it should be disclosed to the Fund's Principal Financial Officer or Principal Executive Officer.
C. Provide information to the Fund's other officers and appropriate employees of service providers (adviser, administrator, outside auditor, outside counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable.
D. Endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Fund's periodic reports.
E. Comply with the federal securities laws and other applicable laws and rules, such as the Internal Revenue Code.
F. Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated.
G. Respect the confidentiality of information acquired in the course of your work except when you have Fund approval to disclose it or where disclosure is otherwise legally mandated. You may not use confidential information acquired in the course of your work for personal advantage.
H. Share and maintain skills important and relevant to the Fund's needs.
I. Proactively promote ethical behavior among peers in your work environment.
J. Responsibly use and control all assets and resources employed or entrusted to you.
K. Record or participate in the recording of entries in the Fund's books and records that are accurate to the best of your knowledge.
V. Waivers of This Code
SFOs and other parties subject to this Code may request a waiver of a provision of this Code (or certain provisions of the Fund's Rule 17j-1 Code) by submitting their request in writing to the Compliance Coordinator for appropriate review. An executive officer of the Fund or the Audit Committee will decide whether to grant a waiver. All waivers of this Code must be disclosed to the Fund's shareholders to the extent required by SEC rules. A good faith interpretation of the provisions of this Code, however, shall not constitute a waiver.
VI. Annual Certification
Each SFO will be asked to certify on an annual basis that he/she is in full compliance with the Code and any related policy statements.
VII. Reporting Suspected Violations
A. SFOs or other officers of the Funds or employees of the First Trust group who work on Fund matters who observe, learn of, or, in good faith, suspect a violation of the Code MUST immediately report the violation to the Compliance Coordinator, another member of the Funds' or First Trust's senior management, or to the Audit Committee of the Fund Board. An example of a possible Code violation is the preparation and filing of financial disclosure that omits material facts, or that is accurate but is written in a way that obscures its meaning.
B. Because service providers such as an administrator, outside accounting firm, and custodian provide much of the work relating to the Funds' financial statements, you should be alert for actions by service providers that may be illegal, or that could be viewed as dishonest or unethical conduct. You should report these actions to the Compliance Coordinator even if you know, or think, that the service provider has its own code of ethics for its SFOs or employees.
C. SFOs or other officers or employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.
VIII. Violations of The Code
A. Dishonest, unethical or illegal conduct will constitute a violation of this Code, regardless of whether this Code specifically refers to that particular conduct. A violation of this Code may result in disciplinary action, up to and including termination of employment. A variety of laws apply to the Funds and their operations, including the Securities Act of 1933, the Investment Company Act of 1940, state laws relating to duties owed by Fund directors and officers, and criminal laws. The federal securities laws generally prohibit the Funds from making material misstatements in its prospectus and other documents filed with the SEC, or from omitting to state a material fact. These material misstatements and omissions include financial statements that are misleading or omit materials facts.
B. Examples of criminal violations of the law include stealing, embezzling, misapplying corporate or bank funds, making a payment for an expressed purpose on a Fund's behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Funds' activities. The Funds must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.
Amended: June 1, 2009
Certification Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302
of the Sarbanes-Oxley Act
I, James M. Dykas, certify that:
1. | I have reviewed this report on Form N-CSR of First Trust High Income Long/Short Fund; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | January 6, 2023 | /s/ James M. Dykas | |||
James M. Dykas, President and Chief Executive Officer (principal executive officer) |
Certification Pursuant to Rule 30a-2(a) under
the 1940 Act and Section 302
of the Sarbanes-Oxley Act
I, Donald P. Swade, certify that:
1. | I have reviewed this report on Form N-CSR of First Trust High Income Long/Short Fund; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | January 6, 2023 | /s/ Donald P. Swade | |||
Donald P. Swade, Treasurer, Chief Financial Officer and Chief Accounting Officer (principal financial officer) |
Certification Pursuant to Rule 30a-2(b) under the
1940 Act and Section 906
of the Sarbanes-Oxley Act
I, James M. Dykas, President and Chief Executive Officer of First Trust High Income Long/Short Fund (the “Registrant”), certify that:
1. | The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Date: | January 6, 2023 | /s/ James M. Dykas | |||
James M. Dykas, President and Chief Executive Officer (principal executive officer) |
I, Donald P. Swade, Treasurer, Chief Financial Officer and Chief Accounting Officer of First Trust High Income Long/Short Fund (the “Registrant”), certify that:
1. | The Form N-CSR of the Registrant (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Date: | January 6, 2023 | /s/ Donald P. Swade | |||
Donald P. Swade, Treasurer, Chief Financial Officer and Chief Accounting Officer (principal financial officer) |
MacKay Shields LLC
Proxy Voting Policies and Procedures Revised January 2022
1. | Introduction |
MacKay Shields LLC (“MacKay Shields” or the “Firm”), has adopted these “Proxy Voting Policy and Procedures” (the “Policy”) to ensure the Firm’s compliance with Rule 206(4)- 6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and other applicable fiduciary obligations. The Policy applies to proxies relating to securities held by clients of MacKay Shields who have delegated the responsibility of voting proxies to the Firm. The Policy is designed to assist Firm employees in meeting their specific responsibilities in this area and to reasonably ensure that proxies are voted in the best interests of the Firm’s clients.
2. | Statement of Policy |
2.1 It is the policy of MacKay Shields that where the Firm has voting authority, all proxies are to be voted in the best interest of the client without regard to the interests of MacKay Shields or other related parties. Specifically, MacKay Shields shall not subordinate the interests of clients to unrelated objectives, including MacKay Shields’ interests. MacKay Shields shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. For purposes of the Policy, the “best interests of clients” shall mean, unless otherwise specified by the client, the clients’ best economic interests over the long term as determined by MacKay Shields – that is, the common interest that all MacKay Shields clients share in seeing the value of a common investment increase over time. It is further the policy of the Firm that complete and accurate disclosure concerning its proxy voting policies and procedures and proxy voting records as required by the Advisers Act, be made available to its clients.
2.2 When proxies with respect to securities held by clients of MacKay Shields have not been received by MacKay Shields or its proxy voting service provider, MacKay Shields will make reasonable efforts to obtain missing proxies. MacKay Shields is not responsible for voting proxies it or its proxy voting service provider does not receive.
2.3 MacKay Shields may choose not to vote proxies when it believes that it is appropriate. This may occur, without limitation, under the following circumstances:
· | If the effect on the client’s economic interests or the value of the portfolio holding is indeterminable or insignificant; |
· | If the cost of voting the proxy outweighs the possible benefit to the client; or |
· | If a jurisdiction imposes share blocking restrictions which prevent the Firm from trading shares. |
3. | Use of Third Party Proxy Voting Service Provider |
To discharge its responsibility, MacKay Shields has examined third-party services that assist in the researching and voting of proxies and the development of voting guidelines. After such review, the Firm has selected Institutional Shareholder Services, Inc., (“ISS”), to research voting proposals, analyze the financial implications of voting proposals and vote proxies. MacKay Shields utilizes the research and analytical services, operational implementation, administration, record-keeping and reporting services provided by ISS.
4. | Proxy Voting Guidelines |
4.1 To the extent that a client has authorized Mackay Shields to vote proxies on its behalf, and except as set forth Sections 6 & 7 of this Policy or at otherwise directed by a client in writing, MacKay has determined to adopt the following proxy voting guidelines:
4.1.a Proxies for non-union clients will generally be voted in accordance with the voting recommendations contained in the applicable ISS non-union domestic or global proxy voting guidelines, as in effect from time-to-time (“Non-Union Guidelines”). Refer to Exhibit A for the current U.S. Summary Proxy Voting Guidelines.
4.1.b Proxies for union or Taft-Hartley clients will generally be voted in accordance with the voting recommendations contained in the applicable ISS Taft- Hartley domestic or international proxy voting guidelines, as in effect from time- to-time (“Union Guidelines”). Refer to Exhibit B for the current U.S. and International Taft-Hartley Proxy Voting Guidelines.
4.1.c Notwithstanding Section 4.1.a of this Policy, proxies for non-union clients whose investment strategy directs MacKay Shields to invest primarily in assets that satisfy Environmental, Social and Governance (“ESG”) criteria, as determined by MacKay Shields, in its discretion, will be voted in accordance with the voting recommendations contained in the applicable ISS Sustainability U.S. or International proxy voting guidelines, as in effect from time-to-time (“Sustainability Guidelines”). Refer to Exhibit C for the current U.S. and International Sustainability Proxy Voting Guidelines.
4.2 For purposes of the Policy, the Non-Union Guidelines, Union Guidelines, and Sustainability Guidelines are collectively referred to as the “Standard Guidelines.”
4.3 A client may choose to use proxy voting guidelines different from the Standard Guidelines (“Custom Guidelines”). Any Custom Guidelines must be furnished by the client to MacKay Shields in writing and MacKay Shields will general vote proxies for any such client in accordance with the applicable Custom Guidelines.
4.4 In the event the Standard Guidelines or any client’s Custom Guidelines do not address how a proxy should be voted or state that the vote is to be determined on a “case- by-case” basis, the proxy will be voted in accordance with ISS recommendations, subject
to Section 6. In the event that ISS has not made a recommendation, MacKay Shields will follow the procedure set forth in Section 7.
4.5 For clients using the Standard Guidelines, the Firm will instruct ISS to cast votes in accordance with the Standard Guidelines. For clients using Custom Guidelines, the Firm will provide ISS with a copy of such Custom Guidelines and will instruct ISS to cast votes in accordance with such Custom Guidelines. ISS will cast votes in accordance with the Standard Guidelines or Custom Guidelines, as the case may be, unless instructed otherwise by MacKay Shields as set forth in Sections 6 and 7. Upon receipt of a specific request from a client pursuant to Section 4.6, the Firm will instruct ISS to cast such client’s proxy in accordance with such request.
4.6 Notwithstanding the foregoing, MacKay Shields will vote a proxy with respect to a particular security held by a client in accordance with such client’s specific request even if it is in a manner inconsistent with the Standard Guidelines or the client’s Custom Guidelines, as the case may be. Any such specific requests must be furnished to MacKay Shields by the client in writing and must be received by MacKay on a timely basis for instructing ISS how to cast the vote.
4.7 In an effort to avoid possible conflicts of interest, MacKay Shields has determined to generally vote proxies based on the Standard Guidelines or a client’s Custom Guidelines, as the case may be. For the avoidance of doubt, however, it is recognized that the Firm’s portfolio management teams have the ultimate responsibility for determining how to vote proxies in the best interest of a client voting.
5. | Client Account Set-up and Review |
5.1 Initially, MacKay Shields must verify whether the client has duly authorized MacKay Shields to vote proxies on its behalf, or if the client has retained the responsibility of voting proxies. The Marketing and Client Services departments, in conjunction with the Legal and/or Compliance Department, will have primary responsibility for making that determination. MacKay’s Compliance Department will be responsible for ensuring that a record of each client’s proxy voting status and, to the extent applicable, the type of proxy voting guidelines in maintained. In its sole discretion, the Firm may decline to accept authority to vote a client’s proxies. Any such refusal shall be in writing.
5.2 In most cases, the delegation of voting authority to MacKay Shields, and the Firm’s use of a third-party proxy voting service provider shall be memorialized in the client’s investment management agreement.
5.3 MacKay Shields shall notify ISS of new client accounts using such form as ISS shall specify from time to time. Designated personnel within the Firm will be responsible for ensuring that each new client’s account for which the Firm has proxy voting authority is established on the appropriate systems and that each such account is properly coded for voting under the appropriate Non-Union Guidelines, Union Guidelines or Custom Guidelines, as the case may be.
6. | Overriding Guidelines |
A portfolio manager may propose that a particular proxy vote be cast in a manner different from the Standard Guidelines or an ISS voting recommendation, or may propose an abstention from voting, if they believe that to do so, based on all facts and circumstances, is in the best interest of the Firm’s clients as a whole. Any portfolio manager who proposes to override the Standard Guidelines or an ISS voting recommendation on a particular vote or to abstain from voting must complete a Proxy Vote Override/Decision Form, which is set forth in Schedule C.
7. | Referral of Voting Decision by ISS to MacKay Shields |
7.1 In the event that the Standard Guidelines or a client’s Custom Guidelines do not address how a proxy should be voted on a specific proposal for an issuer and ISS has not made a recommendation as to how such proxy should be voted, ISS will so advise MacKay Shields. In that event, the Legal and/or Compliance Departments will request that the appropriate portfolio manager makes a voting recommendation and complete a Proxy Vote Override/Decision Form.
7.2 In the event that the Standard Guidelines or a client’s Custom Guidelines require a “case-by-case” determination on a particular proxy vote and ISS has not made a recommendation as to how such proxy should be voted, ISS will so advise MacKay Shields. In that event, the Legal and/or Compliance Departments will request that the appropriate portfolio manager make a voting recommendation and complete a Proxy Vote Override/Decision Form.
7.3 In the event that ISS determines that a conflict of interest exists as a result of which ISS is precluded from making a recommendation as to how a proxy should be voted on a specific proposal for an issuer, ISS will so advise MacKay Shields. In that event, the Legal and/or Compliance Departments will request that the appropriate portfolio manager make a voting recommendation and complete a Proxy Vote Override/Decision Form.
8. | Conflicts of Interest |
8.1 The Firm’s portfolio managers may make proxy voting decisions in connection with (i) overriding the Standard Guidelines or an ISS voting recommendation pursuant to Section 6, or (ii) deciding on a vote pursuant to Section 7. In such event, the portfolio managers have an affirmative duty to disclose to the Legal and/or Compliance Departments any potential conflict of interest known to them that exists between the Firm and the client on whose behalf the proxy is to be voted (“Conflict”).
8.2. By way of example, Conflicts may exist in situations where the Firm is called to vote on a proxy involving an issuer or proponent of a proxy proposal regarding the issuer where MacKay Shields or an affiliated person of the Firm also:
· | Manages the issuer’s or proponent’s pension plan; |
· | Administers the issuer’s or proponent’s employee benefit plan; |
· | Provided brokerage, underwriting, insurance or banking services to the issuer or proponent; or |
· | Manages money for an employee group. |
Additional Conflicts may exist, among others, if an executive of the Firm or its control affiliates is a close relative of, or has a personal or business relationship with:
· | An executive of the issuer or proponent; |
· | A director of the issuer or proponent; |
· | A person who is a candidate to be a director of the issuer; |
· | A participant in the proxy contest; or |
· | A proponent of a proxy proposal. |
8.3 Whether a relationship creates a Conflict will depend on the facts and circumstances. Even if these parties do not attempt to influence the Firm with respect to voting, the value of the relationship to MacKay Shields or an affiliate can create a Conflict.
8.4 After a Proxy Vote Override/Decision Form is completed pursuant to Sections 6 or 7, such Form, which elicits information as to whether a potential Conflict exists, must be submitted to the Legal and/or Compliance Departments for review. If the Firm’s General Counsel (“GC”), Chief Compliance Officer (“CCO”) or their designee determines that there is no potential Conflict, the GC, CCO or their designee, may instruct ISS to vote the proxy issue as set forth in the completed Form.
8.5 If the GC, CCO or their designee determines that there exists or may exist a Conflict, he or she will refer the issue to the Compliance Committee for consideration by convening (in person or via telephone) an emergency meeting of the Compliance Committee. For purposes of this Policy, a majority vote of those members present shall resolve any Conflict. The Compliance Committee will consider the facts and circumstances of the pending proxy vote and the potential or actual Conflict and make a determination as to how to vote the proxy – i.e., whether to permit or deny the recommendation of the portfolio manager, or whether to take other action, such as delegating the proxy vote to an independent third party or obtaining voting instructions from clients.
8.6 In considering the proxy vote and potential Conflict, the Compliance Committee may review the following factors, including but not limited to:
· | The percentage of outstanding securities of the issuer held on behalf of clients by the Firm. |
· | The nature of the relationship of the issuer or proponent with the Firm, its affiliates or its executive officers. |
· | Whether there has been any attempt to directly or indirectly influence the portfolio manager’s decision. |
· | Whether the direction (for or against) of the proposed vote would appear to benefit the Firm or a related party. |
· | Whether an objective decision to vote in a certain way will still create a strong appearance of a Conflict. |
MacKay Shields may not abstain from voting any such proxy for the purpose of avoiding Conflict.
9. | Securities Lending |
If MacKay Shields portfolio managers or their designees become aware of an upcoming shareholder meeting where there is an important vote to be taken, or become aware of a request for consent of security holders on a material matter affecting the investment, MacKay Shields will consider whether to request that clients call back securities loans, if applicable. In determining whether to request that clients call back securities loans, the relevant portfolio manager(s) shall consider whether the benefit to the client in voting the matter or giving or withholding consent outweighs the benefit to the client in keeping the security on loan. There may be instances when MacKay Shields may not be aware of the upcoming shareholder meeting or request for consent with sufficient time in advance to make such a request, or when MacKay Shields’ request that a client call back a securities loan in sufficient time to vote or give or withhold consent may not be successful.
10. | Reporting |
Upon request, MacKay Shields shall report annually (or more frequently if specifically requested) to its clients on proxy votes cast on their behalf. MacKay Shields will provide any client who makes a written or verbal request with a copy of a report disclosing how MacKay Shields voted securities held in that client’s portfolio. The report will generally contain the following information:
· | The name of the issuer of the security; |
· | The security’s exchange ticker symbol; |
· | The security’s CUSIP number; |
· | The shareholder meeting date; |
· | A brief identification of the matter voted on; |
· | Whether the matter was proposed by the issuer or by a security holder; |
· | Whether MacKay Shields cast its vote on the matter on behalf of the client; |
· | How MacKay Shields voted on behalf of the client; and |
· | Whether MacKay Shields voted for or against management on behalf of the client. |
11. | Record-Keeping |
Either MacKay Shields or ISS as indicated below will maintain the following records:
· | A copy of the Policy and MacKay’s Standard Guidelines and Custom Guidelines; |
· | A copy of each proxy statement received by MacKay Shields or forwarded to ISS by the client’s custodian regarding client securities; |
· | A record of each vote cast by MacKay Shields on behalf of a client; |
· | A copy of all documents created by MacKay Shields that were material to making a decision on the proxy voting (or abstaining from voting) of client securities or that memorialize the basis for that decision including the resolution of any Conflict, a copy of all guideline override requests and all supporting documents; and |
· | A copy of each written request by a client for information on how MacKay Shields voted proxies on behalf of the client, as well as a copy of any written response by MacKay Shields to any request by a client for information on how MacKay Shields voted proxies on behalf of the client; records of oral requests for information or oral responses will not be kept. |
Such records must be maintained for at least eight years, the first two years in an appropriate office of MacKay Shields.
12. | Review of Voting and Guidelines |
As part of its periodic reviews, MacKay Shields’ Compliance Department will conduct an annual review of the prior year’s proxy voting as well as the guidelines established for proxy voting. Documentation shall be maintained of this review and a report setting forth the results of the review will be presented annually to the Compliance Committee. In addition, MacKay Shields’ Compliance Department maintains a list of non-voting accounts.
13. | How to Request Information On How the Firm Voted Proxies |
Clients may, at anytime, request and receive information from MacKay Shields as to how the Firm voted proxies for securities held in their account. Any such proxy information request should be in writing to:
MacKay Shields LLC
1345 Avenue of the Americas New York, NY 10105
43rd Floor
Attention: Head of Client Services
Exhibits:
Exhibit A - 2021 U.S. Summary Proxy Voting Guidelines (Standard Guidelines for non-union clients) – published November 19, 2020. Effective for Meetings on or after February 1, 2021
Exhibit B (Part I and II) - 2021 U.S. Taft-Hartley Proxy Voting Guidelines and 2021 International Taft-Hartley Proxy Voting Guidelines (Standard Guidelines for union clients (Taft-Hartley) (US and International)) – published December 27, 2020
Exhibit C (Part I and II) - 2021 U.S. Sustainability Proxy Voting Guidelines and 2021 International Sustainability Proxy Voting Guidelines (Standard Guidelines for ESG investment objective mandates) – Effective for meetings on or after September 1, 2021
Schedule D- Proxy Vote Override/Decision Form
Access to the ISS Voting Guidelines mentioned above and other ISS Voting Guidelines are available at https://www.issgovernance.com/policy-gateway/voting-policies/