Risk Factors [Table Text Block] |
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11.
Principal Risks
Below
are summaries of some, but not all, of the principal risks of investing in the Fund, each of which could adversely affect the Fund’s
NAV, market price, yield, and total return. The Fund’s prospectus provided additional information regarding these and other risks
of investing in the Fund at the time of the initial public offering of the Fund’s shares.
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Market
Discount Risk: The price of the Fund’s common shares will fluctuate with market conditions and other factors. Shares of closed-end
management investment companies frequently trade at a discount from their net asset value. |
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Limited
Term and Tender Offer Risk: Unless the limited term provision of the Fund’s Declaration of Trust is amended by shareholders
in accordance with the Declaration of Trust, or unless the Fund completes a tender offer and converts to perpetual existence, the Fund
will terminate on or about February 25, 2032 (the “Dissolution Date”). The Fund is not a so called “target date”
or “life cycle” fund whose asset allocation becomes more conservative over time as its target date, often associated with
retirement, approaches. Because the assets of the Fund will be liquidated in connection with the dissolution, the Fund will incur transaction
costs in connection with dispositions of portfolio securities. The Fund does not limit its investments to securities having a maturity
date prior to the Dissolution Date and may be required to sell portfolio securities when it otherwise would not, including at times when
market conditions are not favorable, which may cause the Fund to lose money. |
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Leverage
Risk: Leverage is a speculative technique that may expose the Fund to greater risk and increased costs. When leverage is used,
the NAV and market price of the Common Shares and the investment return to Common Shareholders will likely be more volatile. There can
be no assurance that a leveraging strategy will be used by the Fund or that it will be successful. |
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Liquidity
Risk: the risk that the Fund may be unable to sell a portfolio investment at a desirable time or at the value the Fund has placed
on the investment. |
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Portfolio
Management Risk: the risk that an investment strategy may fail to produce the intended results or that the securities held by the
Fund will underperform other comparable funds because of the portfolio managers’ choice of investments. |
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Valuation
Risk: the risk that the Fund will not value its investments in a manner that accurately reflects their market values or that the
Fund will not be able to sell any investment at a price equal to the valuation ascribed to that investment for purposes of calculating
the Fund’s net asset value. The valuation of the Fund’s investments involves subjective judgment and some valuations may involve
assumptions, projections, opinions, discount rates, estimated data points and other uncertain or subjective amounts, all of which may
prove inaccurate. In addition, the valuation of certain investments held by the Fund may involve the significant use of unobservable and
non-market inputs. Certain securities in which the Fund may invest may be more difficult to value accurately, especially during periods
of market disruptions or extreme market volatility. |
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Investment
and Market Risk: the risk that markets will perform poorly or that the returns from the securities in which the Fund invests will
underperform returns from the general securities markets or other types of investments. Markets may, in response to governmental actions
or intervention or general market conditions, including real or perceived adverse, political, economic or market conditions, tariffs and
trade disruptions, inflation, recession, changes in interest or currency rates, lack of liquidity in the bond markets or adverse investor
sentiment, or other external factors, experience periods of high volatility and reduced liquidity. Certain securities may be difficult
to value during such periods. The value of securities and other instruments traded in over-the-counter markets, like other market investments,
may move up or down, sometimes rapidly and unpredictably. Further, the value of securities and other instruments held by the Fund may
decline in value due to factors affecting securities markets generally or particular industries. The U.S. government and the U.S. Federal
Reserve, as well as certain foreign governments and central banks, have from time to time taken steps to support financial markets. The
U.S. government and the U.S. Federal Reserve may, conversely, reduce market support activities, including by taking action intended to
increase certain interest rates. This and other government intervention may not work as intended, particularly if the efforts are perceived
by investors as being unlikely to achieve the desired results. Changes in government activities in this regard, such as changes in interest
rate policy, can negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities
in which the Fund invests. |
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Credit
Risk: the risk that an issuer, counterparty or other obligor to the Fund will fail to pay its obligations to the Fund when they
are due, which may reduce the Fund’s income and/or reduce, in whole or in part, the value of the Fund’s investment. Actual
or perceived changes in the financial condition of an obligor, changes in economic, social or political conditions that affect a particular
type of security, instrument, or obligor, and changes in economic, social or political conditions generally can increase the risk of default
by an obligor, which can affect a security’s or other instrument’s credit quality or value and an obligor’s ability
to honor its obligations when due. The values of lower-quality debt securities (including debt securities commonly known as “high
yield” securities or “junk bonds”), including floating rate loans, tend to be particularly sensitive to these changes.
Certain debt securities in the lowest investment grade category also may be considered to possess some speculative characteristics by
certain rating agencies. The values of securities or instruments also may decline for a number of other reasons that relate directly to
the obligor, such as management performance, financial leverage, and reduced demand for the obligor’s goods and services, as well
as the historical and prospective earnings of the obligor and the value of its assets. |
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Interest
Rate Risk: Interest rate risk is the risk that debt instruments will change in value because of changes in interest rates. The
value of an instrument with a longer duration (whether positive or negative) will be more sensitive to changes in interest rates than
a similar instrument with a shorter duration. |
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Debt
Securities Risk: In addition to certain of the other risks described herein such as interest rate risk and credit risk, debt securities
generally also are subject to the following risks: |
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Redemption
Risk: Debt securities sometimes contain provisions that allow for redemption in the event of tax or security law changes in addition
to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable
rates of return. |
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Extension
Risk: the risk that if interest rates rise, repayments of principal on certain debt securities, including, but not limited to,
floating rate loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities
could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing
interest rates rise, which could cause their values to fall sharply. |
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Spread
Risk: Wider credit spreads and decreasing market values typically represent a deterioration of the debt security’s credit
soundness and a perceived greater likelihood or risk of default by the issuer. |
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Limited
Voting Rights: Debt securities typically do not provide any voting rights, except in some cases when interest payments have not
been made and the issuer is in default. Even in such cases, such rights may be limited to the terms of the debenture or other agreements.
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Prepayment/Reinvestment
Risk: the risk that income may decline when the Fund invests proceeds from investment income, sales of portfolio securities or
matured, traded, pre-paid or called debt obligations, negatively effecting dividend levels and market price, NAV and/or overall return
of the common shares. |
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Mortgage-Backed
Securities Risks: include the risks that borrowers may default on their mortgage obligations or the guarantees underlying the mortgage-backed
securities will default or otherwise fail and that, during periods of falling interest rates, mortgage-backed securities will be called
or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of
rising interest rates, the average life of a mortgage- backed security may extend, which may lock in a below-market interest rate, increase
the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may
be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults. The values of certain types of mortgage-backed
securities, such as inverse floaters and interest-only and principal-only securities, may be extremely sensitive to changes in interest
rates and prepayment rates. The Fund may invest in mortgage-backed securities that are subordinate in their right to receive payment of
interest and repayment of principal to other classes of the issuer’s securities. |
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Foreign
Investment Risk: the risk that investments in foreign securities or in issuers with significant exposure to foreign markets, as
compared to investments in U.S. securities or in issuers with predominantly domestic market exposure, may be more vulnerable to economic,
political, and social instability and subject to less government supervision, less protective custody practices, lack of transparency,
inadequate regulatory and accounting standards, delayed or infrequent settlement of transactions, and foreign taxes. If the Fund buys
securities denominated in a foreign currency, receives income in foreign currencies or holds foreign currencies from time to time, the
value of the Fund’s assets, as measured in U.S. dollars, can be affected unfavorably by changes in exchange rates relative to the
U.S. dollar or with respect to other foreign currencies. Foreign markets are also subject to the risk that a foreign government could
restrict foreign exchange transactions or otherwise implement unfavorable currency regulations. In addition, foreign securities may be
subject to currency exchange rates or regulations, the imposition of economic sanctions, tariffs or other government restrictions, higher
transaction and other costs, reduced liquidity, and delays in settlement. |
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Foreign
Currency Risk: the risk that fluctuations in exchange rates may adversely affect the value of the Fund’s investments denominated
in foreign currencies. |
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Emerging
Markets Risk: the risk that investing in emerging markets, as compared to foreign developed markets, increases the likelihood that
the Fund will lose money, due to more limited information about the issuer and/or the security; higher brokerage costs; different accounting,
auditing and financial reporting standards; less developed legal systems; fewer investor protections; less regulatory oversight; thinner
trading markets; the possibility of currency blockages or transfer restrictions; an emerging market country’s dependence on revenue
from particular commodities or international aid; and the risk of expropriation, nationalization or other adverse political or economic
developments. |
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Collateralized
Debt Obligations (“CDOs”) Risk: the risks of an investment in a collateralized debt obligation (“CDO”)
depend largely on the quality and type of the collateral and the tranche of the CDO in which the Fund invests. Normally, collateralized
bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other CDOs are privately offered and sold,
and thus are not registered under the securities laws. As a result, investments in CDOs may be illiquid. In addition to the risks associated
with debt instruments (e.g., interest rate risk and credit risk), CDOs carry additional risks
including, but not limited to: (i) the possibility that distributions from collateral will not be adequate to make interest or other payments;
(ii) the quality of the collateral may decline in value or default; (iii) the possibility that the Fund may invest in CDOs that are subordinate
to other classes of the issuer’s securities; and (iv) the complex structure of the security may not be fully understood at the time
of investment and may produce disputes with the issuer or unexpected investment results. |
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Asset-Backed
Securities Investment Risk: Asset-backed securities involve the risk that borrowers may default on the obligations backing them
and that the values of and interest earned on such investments will decline as a result. Loans made to lower quality borrowers, including
those of sub-prime quality, involve a higher risk of default. |
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Credit
Default Swaps Risk: Credit default swaps provide exposure to one or more reference obligations but involve greater risks than investing
in the reference obligation directly, and expose the Fund to liquidity risk, counterparty risk and credit risk. A buyer of a credit default
swap will lose its investment and recover nothing should no event of default occur. When the Fund acts as a seller of a credit default
swap, it is exposed to many of the same risks of leverage described herein since if an event of default occurs the seller must pay the
buyer the full notional value of the reference obligation(s). |
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U.S.
Government Securities Risk: the risk that debt securities issued or guaranteed by certain U.S. Government agencies, instrumentalities,
and sponsored enterprises are not supported by the full faith and credit of the U.S. Government, and so investments in their securities
or obligations issued by them involve greater risk than investments in other types of U.S. Government securities. |
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Sovereign
Debt Obligations Risk: the risk that investments in debt obligations of sovereign governments may lose value due to the government
entity’s unwillingness or inability to repay principal and interest when due in accordance with the terms of the debt or otherwise
in a timely manner. |
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Loan
Risk: the risk that (i) if the Fund holds a loan through another financial institution, or relies on a financial institution to
administer the loan, its receipt of principal and interest on the loan may be subject to the credit risk of that financial institution;
(ii) any collateral securing a loan may be insufficient or unavailable to the Fund because, for example, the value of the collateral securing
a loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate, and the Fund’s rights
to collateral may be limited by bankruptcy or insolvency laws; (iii) investments in highly leveraged loans or loans of stressed, distressed,
or defaulted issuers may be subject to significant credit and liquidity risk; (iv) a bankruptcy or other court proceeding could delay
or limit the ability of the Fund to collect the principal and interest payments on that borrower’s loans or adversely affect the
Fund’s rights in collateral relating to a loan; (v) there may be limited public information available regarding the loan and the
relevant borrower(s); (vi) the use of a particular interest rate benchmark may limit the Fund’s ability to achieve a net return
to shareholders that consistently approximates the average published Prime Rate of U.S. banks; (vii) the prices of certain floating rate
loans that include a feature that prevents their interest rates from adjusting if market interest rates are below a specified minimum
level may appreciate less than other instruments in response to changes in interest rates should interest rates rise but remain below
the applicable minimum level; (viii) if a borrower fails to comply with various restrictive covenants that may be found in loan agreements,
the borrower may default in payment of the loan; (ix) if the Fund invests in loans that contain fewer or less restrictive constraints
on the borrower than certain other types of loans (“covenant lite” loans), it may have fewer rights against the borrowers
of such loans, including fewer protections against the possibility of default and fewer remedies in the event of default; (x) the loan
is unsecured; (xi) there is a limited secondary market; (xii) transactions in loans may settle on a delayed basis, and the Fund may not
receive the proceeds from the sale of a loan for a substantial period of time after the sale, which may result in sale proceeds related
to the sale of loans not being available to make additional investments or to meet the Fund’s redemption obligations until potentially
a substantial period after the sale of the loans; (xiii) loans may be difficult to value and may be illiquid, which may adversely affect
an investment in the Fund. Investments in loans through a purchase of a loan, loan origination or a direct assignment of a financial institution’s
interests with respect to a loan may involve additional risks to the Fund. For example, if a loan is foreclosed, the Fund could become
owner, in whole or in part, of any collateral, which could include, among other assets, real estate or other real or personal property,
and would bear the costs and liabilities associated with owning and holding or disposing of the collateral. In addition, it is conceivable
that under emerging legal theories of lender liability, the Fund as holder of a partial interest in a loan could be held liable as co-lender
for acts of the agent lender. |
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Below
Investment Grade/High Yield Securities Risk: Debt instruments rated below investment grade or debt instruments that are unrated
and of comparable or lesser quality are predominantly speculative. These instruments, commonly known as “junk bonds,” have
a higher degree of default risk and may be less liquid than higher-rated bonds. These instruments may be subject to greater price volatility
due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of high yield investments generally,
general economic downturn, and less secondary market liquidity. |
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Defaulted
Securities Risk: the significant risk of the uncertainty of repayment of defaulted securities (e.g., a security on which a principal
or interest payment is not made when due) and obligations of distressed issuers. Because the issuer of such securities is in default and
is likely to be in distressed financial condition, repayment of defaulted securities and obligations of distressed issuers (including
insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is
subject to significant uncertainties. |
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Real
Estate Risk: the risk that real estate-related investments may decline in value as a result of factors affecting the real estate
sector, such as the supply of real property in certain markets, changes in zoning laws, delays in completion of construction, changes
in real estate values, changes in property taxes, levels of occupancy, and local and regional and general market conditions. Along with
the risks common to different types of real estate-related investments, real estate investment trusts (“REITs”), no matter
the type, involve additional risk factors, including poor performance by the REIT’s manager, adverse changes to the tax laws, and
the possible failure by the REIT to qualify for the favorable tax treatment available to REITs under the Internal Revenue Code, or the
exemption from registration under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow earned on the property
interests they hold. |
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Derivatives
Risk: the risk that an investment in derivatives will not perform as anticipated by the Adviser, may not be available at the time
or price desired, cannot be closed out at a favorable time or price, will increase the Fund’s transaction costs, or will increase
the Fund’s volatility; that derivatives may create investment leverage; that, when a derivative is used as a substitute for or alternative
to a direct cash investment, the transaction may not provide a return that corresponds precisely or at all with that of the cash investment;
that the positions may be improperly executed or constructed; that the Fund’s counterparty will be unable or unwilling to perform
its obligations; or that, when used for hedging purposes, derivatives will not provide the anticipated protection, causing the Fund to
lose money on both the derivatives transaction and the exposure the Fund sought to hedge. Recent changes in regulation relating to the
Fund’s use of derivatives and related instruments could potentially limit or impact the Fund’s ability to invest in derivatives,
limit the Fund’s ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives and
the Fund’s performance. |
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Counterparty
Risk: the risk that the Fund will be subject to credit risk presented with respect to the counterparties to derivative contracts
and other instruments entered into directly by the Fund or held by special purpose or structured vehicles in which the Fund invests; that
the Fund’s counterparty will be unable or unwilling to perform its obligations; that the Fund will be unable to enforce contractual
remedies if its counterparty defaults; that if a counterparty (or an affiliate of a counterparty) becomes bankrupt, the Fund may experience
significant delays in obtaining any recovery or may obtain limited or no recovery in a bankruptcy or other insolvency proceeding. To the
extent that the Fund enters into multiple transactions with a single or a small set of counterparties, it will be subject to increased
counterparty risk. |
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Unrated
Securities Risk: Unrated securities may be less liquid than comparable rated securities and involve the risk that the Adviser may
not accurately evaluate the security’s comparative credit rating and value. Some or all of the unrated instruments in which the
Fund may invest will involve credit risk comparable to or greater than that of rated debt securities of below investment grade quality.
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Structured
Products and Structured Notes Risk: the risk that an investment in a structured product, which includes, among other things, CDOs,
mortgage-backed securities, other types of asset-backed securities and certain types of structured notes, may decline in value due to
changes in the underlying instruments, indexes, interest rates or other factors on which the product is based (“reference
measure”). Depending on the reference measure used and the use of multipliers or deflators (if any), changes in interest
rates and movement of the reference measure may cause significant price and cash flow fluctuations. In addition to the general risks associated
with fixed income securities discussed herein, structured products carry additional risks including, but not limited to: (i) the possibility
that distributions from underlying investments will not be adequate to make interest or other payments; (ii) the quality of the underlying
investments may decline in value or default; (iii) the possibility that the security may be subordinate to other classes of the issuer’s
securities; (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes
with the issuer or unexpected investment results; and (v) because the structured products are generally privately offered and sold, they
may be thinly traded or have a limited trading market, which may increase the Fund’s illiquidity and reduce the Fund’s income
and the value of the investment, and the Fund may be unable to find qualified buyers for these securities. |
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Issuer
Risk: Issuer risk is the risk that the market price of securities may go up or down, sometimes rapidly or unpredictably, including
due to factors affecting securities markets generally, particular industries represented in those markets, or the issuer itself. |
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Market
Disruption and Geopolitical Risk: the risk that markets may, in response to governmental actions or intervention, political, economic
or market developments, or other external factors, experience periods of high volatility and reduced liquidity, which may cause the Fund
to sell securities at times when it would otherwise not do so, and potentially at unfavorable prices. |
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Tax
Risk: to qualify as a regulated investment company under the Internal Revenue Code, the Fund must meet requirements regarding,
among other things, the source of its income. Certain investments do not give rise to qualifying income for this purpose. Any income the
Fund derives from investments in instruments that do not generate qualifying income must be limited to a maximum of 10% of the Fund’s
annual gross income. If the Fund were to earn non-qualifying income in excess of 10% of its annual gross income, it could fail to qualify
as a regulated investment company for that year. If the Fund were to fail to qualify as a regulated investment company, the Fund would
be subject to tax and shareholders of the Fund would be subject to the risk of diminished returns. |
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Operational
and Information Security Risks: An investment in the Fund, like any fund, can involve operational risks arising from factors such
as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in
personnel and errors caused by third-party service providers. The occurrence of any of these |
failures,
errors or breaches could result in investment losses to the Fund, a loss of information, regulatory scrutiny, reputational damage or other
events, any of which could have a material adverse effect on the Fund. While the Fund seeks to minimize such events through controls and
oversight, there may still be failures that could cause losses to the Fund.
Principal
Risk Factors
Investing
in the Fund involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or
even all of your investment. The section below does not describe all risks associated with an investment in the Fund. Additional risks
and uncertainties also may adversely affect and impair the Fund.
Limited
Prior History
The
Fund commenced investment operations on February 26, 2020. It has a limited history of operations and is subject to all of the business
risks and uncertainties associated with any new business.
Market
Discount Risk
As
with any stock, the price of the Fund’s common shares of beneficial interest (the “Common Shares”) will fluctuate with
market conditions and other factors. If you sell your Common Shares, the price received may be more or less than your original investment.
The Common Shares are designed for long-term investors and should not be treated as trading vehicles. Shares of closed-end management
investment companies frequently trade at a discount from their NAV. The Fund cannot assure you that Common Shares will trade at a price
equal to or higher than NAV in the future, and they may trade at a price lower than NAV. In addition to the Fund’s NAV, the Fund’s
market price may be affected by factors related to the Fund such as dividend payments (which will in turn be affected by Fund expenses,
including the costs of the Fund’s leverage, amounts of interest payments made by the Fund’s portfolio holdings, appreciation/depreciation
of the Fund’s portfolio holdings, regulations affecting the timing and character of Fund distributions, and other factors), portfolio
credit quality, liquidity, call protection, market supply and demand and similar factors relating to the Fund’s portfolio holdings.
The Fund’s market price may also be affected by general market or economic conditions, including market trends affecting securities
values generally or values of closed-end fund shares more specifically.
Limited
Term and Tender Offer Risk
In
accordance with the Fund’s Agreement and Declaration of Trust (the “Declaration of Trust”), the Fund intends to terminate
as of the first business day following the twelfth anniversary of the effective date of the Fund’s initial registration statement,
February 25, 2032 (the “Dissolution Date”); provided that the Board may, by a vote of a majority of the Board and seventy-five
percent (75%) of the Continuing Trustees, as defined below (a “Board Action Vote”), without shareholder approval, extend the
Dissolution Date (i) once for up to one year and (ii) once for up to an additional six months, to a date up to and including the
eighteenth month after the initial Dissolution Date, which later date shall then become the Dissolution Date. At the Dissolution Date,
each holder of common shares of beneficial interest (“Common Shareholder”) would be paid a pro rata portion of the Fund’s
net assets as determined as of the Dissolution Date. “Continuing Trustees” are the members of the Board who either (i) have
been a member of the Board for a period of at least thirty-six months (or since the commencement of the Fund’s operations,
if less than thirty-six months) or (ii) were nominated to serve as a member of the Board by a majority of the Continuing Trustees
then members of the Board.
The
Board may, by a Board Action Vote, cause the Fund to conduct a tender offer, as of a date within twelve months preceding the Dissolution
Date (as may be extended as described above), to all Common Shareholders to purchase 100% of the then outstanding Common Shares of the
Fund at a price equal to the NAV per Common Share on the expiration date of the tender offer (the “Eligible Tender Offer”).
In an Eligible Tender Offer, the Fund will offer to purchase all Common Shares held by each Common Shareholder; provided that if the number
of properly tendered Common Shares would result in the Fund having aggregate net assets below $200 million (the “Dissolution
Threshold”), the Eligible Tender Offer will be canceled, no Common Shares will be repurchased pursuant to the Eligible Tender Offer,
and the Fund will terminate as otherwise scheduled. If an Eligible Tender Offer is conducted and the number of properly tendered Common
Shares would result in the Fund having aggregate net assets greater than or equal to the Dissolution Threshold, all Common Shares properly
tendered and not withdrawn will be purchased by the Fund pursuant to the terms of the Eligible Tender Offer. Following the completion
of an Eligible Tender Offer, the Board may, by a Board Action Vote, eliminate the Dissolution Date and scheduled termination of the Fund
without shareholder approval and the Fund would continue to operate indefinitely thereafter. The Board may, to the extent it deems appropriate
and without shareholder approval, adopt a plan of liquidation at any time preceding the anticipated Dissolution Date, which plan of liquidation
may set forth the terms and conditions for implementing the termination of the existence of the Fund, including the commencement of the
winding down of its investment operations and the making of one or more liquidating distributions to Common Shareholders prior to the
Dissolution Date.
Because
the assets of the Fund will be liquidated in connection with the dissolution, the Fund will incur transaction costs in connection with
dispositions of portfolio securities. The Fund is not a so called “target date” or “life cycle” fund whose asset
allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund
is not a “target term” fund and thus does not seek to return the Fund’s initial public offering price per Common Share
upon termination of the Fund or in a tender offer. The Fund does not limit its investments to securities having a maturity date prior
to the Dissolution Date and may be required to sell portfolio securities when it otherwise would not, including at times when market conditions
are not favorable, which may cause the Fund to lose money. In particular, the Fund’s portfolio may still have large exposures to
illiquid securities as the Dissolution Date approaches, and losses due to portfolio liquidation may be significant.
Beginning
one year before the Dissolution Date (the “Wind-Down Period”), the Fund may begin liquidating all or a portion of the Fund’s
portfolio, and the Fund may deviate from its investment strategy and may not achieve its investment objective. As a result, during the
Wind-Down Period, the Fund’s distributions may decrease, and such distributions may include a return of capital. It is expected
that Common Shareholders will receive cash in any liquidating distribution from the Fund, regardless of their participation in the Fund’s
automatic dividend reinvestment plan. However, if on the Dissolution Date the Fund owns securities or other investments for which no market
exists or securities or other investments that are trading at depressed prices, such securities or other investments may be placed in
a liquidating trust. The Fund cannot predict the amount, if any, of securities or other investments that will be required to be placed
in a liquidating trust. The disposition of portfolio investments by the Fund could also cause market prices of such instruments, and hence
the NAV and market price of the Common Shares, to decline.
Moreover,
in conducting such portfolio transactions, the Fund may need to deviate from its investment policies and may not achieve its investment
objective. The Fund’s portfolio composition may change as its portfolio holdings mature or are called or sold in anticipation of
an Eligible Tender Offer or the Dissolution Date. During such period(s), it is possible that the Fund will hold a greater percentage of
its total assets in shorter term and lower yielding securities and cash and cash equivalents than it would otherwise, which may impede
the Fund’s ability to achieve its investment objective and adversely impact the Fund’s performance and distributions to Common
Shareholders, which may in turn adversely impact the market value of the Common Shares. In addition, the Fund may be required to reduce
its leverage, which could also adversely impact its performance. The additional cash or cash equivalents held by the Fund could be obtained
through reducing the Fund’s distributions to Common Shareholders and/or holding cash in lieu of reinvesting, which could limit the
ability of the Fund to participate in new investment opportunities. The Fund does not limit its investments to securities having a maturity
date prior to or around the Dissolution Date, which may exacerbate the foregoing risks and considerations. A Common Shareholder may be
subject to the foregoing risks over an extended period of time, particularly if the Fund conducts an Eligible Tender Offer and is also
subsequently terminated by or around the Dissolution Date.
If
the Fund conducts an Eligible Tender Offer, the Fund anticipates that funds to pay the aggregate purchase price of shares accepted for
purchase pursuant to the tender offer will be first derived from any cash on hand and then from the proceeds from the sale of portfolio
investments held by the Fund. In addition, the Fund may be required to dispose of portfolio investments in connection with any reduction
in the Fund’s outstanding leverage necessary in order to maintain the Fund’s desired leverage ratios following a tender offer.
The risks related to the disposition of securities in connection with the Fund’s dissolution also would be present in connection
with the disposition of securities in connection with an Eligible Tender Offer. It is likely that during the pendency of a tender offer,
and possibly for a time thereafter, the Fund will hold a greater than normal percentage of its total assets in cash and cash equivalents,
which may impede the Fund’s ability to achieve its investment objective and decrease returns to shareholders. The tax effect of
any
such
dispositions of portfolio investments will depend on the difference between the price at which the investments are sold and the tax basis
of the Fund in the investments. Any capital gains recognized on such dispositions, as reduced by any capital losses the Fund realizes
in the year of such dispositions and by any available capital loss carryforwards, will be distributed to shareholders as capital gain
dividends (to the extent of net long-term capital gains over net short-term capital losses) or ordinary dividends (to the extent of net
short-term capital gains over net long-term capital losses) during or with respect to such year, and such distributions will generally
be taxable to Common Shareholders. If the Fund’s tax basis for the investments sold is less than the sale proceeds, the Fund will
recognize capital gains, which the Fund will be required to distribute to Common Shareholders. In addition, the Fund’s purchase
of tendered Common Shares pursuant to a tender offer will have tax consequences for tendering Common Shareholders and may have tax consequences
for non-tendering Common Shareholders.
The
purchase of Common Shares by the Fund pursuant to a tender offer will have the effect of increasing the proportionate interest in the
Fund of non-tendering Common Shareholders. All Common Shareholders remaining after a tender offer may be subject to proportionately
higher expenses due to the reduction in the Fund’s total assets resulting from payment for the tendered Common Shares. Such reduction
in the Fund’s total assets may result in less investment flexibility, reduced diversification and greater volatility for the Fund,
and may have an adverse effect on the Fund’s investment performance. Such reduction in the Fund’s total assets may also cause
Common Shares to become thinly traded or otherwise negatively impact secondary trading of Common Shares. A reduction in net assets, and
the corresponding increase in the Fund’s expense ratio, could result in lower returns and put the Fund at a disadvantage relative
to its peers and potentially cause the Fund’s Common Shares to trade at a wider discount to NAV than it otherwise would. Furthermore,
the portfolio of the Fund following an Eligible Tender Offer could be significantly different and, therefore, Common Shareholders retaining
an investment in the Fund could be subject to greater risk. For example, the Fund may be required to sell its more liquid, higher quality
portfolio investments to purchase Common Shares that are tendered in an Eligible Tender Offer, which would leave a less liquid, lower
quality portfolio for remaining shareholders. The prospects of an Eligible Tender Offer may attract arbitrageurs who would purchase the
Common Shares prior to the tender offer for the sole purpose of tendering those shares which could have the effect of exacerbating the
risks described herein for shareholders retaining an investment in the Fund following an Eligible Tender Offer.
The
Fund is not required to conduct an Eligible Tender Offer. If the Fund conducts an Eligible Tender Offer, there can be no assurance that
the number of tendered Common Shares would not result in the Fund having aggregate net assets below the Dissolution Threshold, in which
case the Eligible Tender Offer will be canceled, no Common Shares will be repurchased pursuant to the Eligible Tender Offer and the Fund
will dissolve on the Dissolution Date (subject to possible extensions). The Adviser has a conflict of interest in recommending to the
Board that the Dissolution Date be eliminated and the Fund have a perpetual existence, because the Adviser would continue to earn fees
for managing the Fund. The Fund is not required to conduct additional tender offers following an Eligible Tender Offer and conversion
to perpetual existence. Therefore, remaining Common Shareholders may not have another opportunity to participate in a tender offer.
Leverage
Risk
The
Fund’s use of leverage (as described under “Leverage” in the Fund’s Investment Objective and Strategies above)
creates the opportunity for increased net income and capital appreciation, but also creates special risks for Common Shareholders. There
is no assurance that the Fund’s leveraging strategies will be successful. Leverage is a speculative technique that exposes the Fund
to greater risk and increased costs. The interest expense payable by the Fund with respect to its reverse repurchase agreements, dollar
roll transactions or similar transactions, borrowings and/or dividends payable with respect to any outstanding preferred shares may be
based on shorter-term interest rates that periodically reset. So long as the Fund’s portfolio investments provide a higher rate
of return (net of applicable Fund expenses) than the interest expenses, dividend expenses and other costs to the Fund of such leverage,
the investment of the proceeds thereof should generate more income than will be needed to pay the costs of the leverage. If so, and all
other things being equal, the excess would be used to pay higher dividends to Common Shareholders than if the Fund were not so leveraged.
If, however, interest rates rise relative to the rate of return on the Fund’s portfolio, the interest and other costs to the Fund
of leverage, including interest expenses on borrowings, the dividend rate on any outstanding preferred shares and/or the cost of the use
of reverse repurchase agreements and dollar rolls or similar transactions, could exceed the rate of return on the debt obligations and
other investments held by the Fund, thereby reducing the return to Common Shareholders.
When
leverage is used, the NAV and market price of the Common Shares and the investment return to Common Shareholders will likely be more volatile.
There can be no assurance that the Fund’s use of leverage will result in a higher investment return on the Common Shares, and it
may result in losses. In addition, fees and expenses of any form of leverage used by the Fund will be borne entirely by the Common Shareholders
and not by preferred shareholders, if any, and will reduce the investment return of the Common Shares. In addition, any preferred shares
issued by the Fund may pay cumulative dividends, which may tend to increase leverage risk.
Leverage
creates several major types of risks for Common Shareholders, including:
• |
the likelihood of greater volatility
of NAV and market price of Common Shares, and of the investment return to Common Shareholders, than a comparable portfolio without leverage;
|
• |
the possibility either that
Common Share dividends will fall if the interest and other costs of leverage rise, or that dividends paid on Common Shares will fluctuate
because such costs vary over time; |
• |
the effects of leverage in
a declining market or a rising interest rate environment, as leverage is likely to cause a greater decline in the NAV of the Common Shares
than if the Fund were not leveraged and may result in a greater decline in the market value of the Common Shares; and |
• |
the Fund’s creditors,
counterparties to the Fund’s leveraging transactions and any preferred shareholders of the Fund will have priority of payment over
the Fund’s Common Shareholders. |
The
use by the Fund of reverse repurchase agreements and dollar roll transactions or similar transactions to obtain leverage also involves
special risks. For instance, the market value of the securities that the Fund is obligated to repurchase under a reverse repurchase agreement
may decline below the repurchase price and the securities may not be returned to the Fund.
In
addition to borrowings, an issuance of preferred shares, reverse repurchase agreements and/or dollar roll transactions or similar transactions,
the Fund’s use of other transactions that may give rise to a form of leverage (including, among others, credit default swap contracts
and other transactions, loans of portfolio securities, transactions involving derivative instruments, short sales, and when issued, delayed
delivery, and forward commitment transactions) gives rise to the associated leverage risks described above, and may adversely affect the
Fund’s income, distributions, and total returns to Common Shareholders. The Fund also may seek to offset derivatives positions against
one another or against other assets in an attempt to manage effective market exposure resulting from derivatives in its portfolio. To
the extent that any positions do not behave in relation to one another as expected by the Adviser, the Fund may perform as if it is leveraged
through use of these derivative strategies.
Counterparties
to the Fund’s other leveraging transactions (e.g., total return swaps, reverse repurchases, loans of portfolio securities, short
sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements,
futures and forward contracts, call and put options or other derivatives), if any, would have seniority over the Fund’s Common Shares.
Regulations
or guidance issued by applicable regulators including the SEC or the CFTC or their staffs could, among other things, restrict the Fund’s
ability to engage in leveraging and derivatives transactions (for example, by making certain types of derivatives transactions no longer
available to the Fund) and/or increase the costs of such leveraging and derivatives transactions (for example, by increasing margin or
capital requirements), and the Fund may be unable to execute its investment strategy as a result.
The
Fund’s ability to utilize leverage, invest in accordance with its principal investment strategies, and make distributions to Common
Shareholders may also be limited by asset coverage requirements applicable to the use of certain transactions that may involve leverage,
restrictions imposed by the Fund’s creditors, and guidelines or restrictions imposed by rating agencies that provide ratings for
preferred shares or in connection with liquidity arrangements for preferred shares.
Because
the fees received by the Adviser are based on the total managed assets of the Fund (including assets attributable to any reverse repurchase
agreements, dollar roll transactions or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued
liabilities (other than liabilities in respect of reverse repurchase agreements, dollar roll transactions or similar transactions, and
borrowings), the Adviser has a financial incentive to cause the Fund to use leverage, which creates a conflict of interest between the
Adviser, on the one hand, and the Common Shareholders, on the other hand.
Liquidity
Risk
Liquidity
risk is the risk that the Fund may invest in securities that trade in lower volumes and may be less liquid than other investments or that
the Fund’s investments may become less liquid in response to market developments or adverse investor perceptions. Illiquidity may
be the result of, for example, low trading volumes, lack of a market maker, or contractual or legal restrictions that limit or prevent
the Fund from selling securities or closing positions. When there is no willing buyer and investments cannot be readily sold or closed
out, the Fund may have to sell an investment at a lower price than the price at which the Fund is carrying the investments, may not be
able to sell the investments at all, may miss other investment opportunities and may hold investments it would prefer to sell, any of
which would have a negative effect on the Fund’s performance and may cause the Fund to
hold
an investment longer than the Adviser would otherwise determine. It is possible that the Fund may be unable to sell a portfolio investment
at a desirable time or at the value the Fund has placed on the investment or that the Fund may be forced to sell large amounts of securities
more quickly than it normally would in the ordinary course of business. In such a case, the sale proceeds received by the Fund may be
substantially less than if the Fund had been able to sell the securities in more-orderly transactions, and the sale price may be substantially
lower than the price previously used by the Fund to value the securities for purposes of determining the Fund’s NAV.
In
addition, if the Fund sells investments with extended settlement times (e.g., certain kinds of loans), the settlement proceeds from the
sales will not be available to the Fund for a substantial period of time. The Fund may be forced to sell other investment positions with
shorter settlement cycles when the Fund would not otherwise have done so, which may adversely affect the Fund’s performance. Additionally,
the market for certain investments may become illiquid under adverse market or economic conditions (e.g., if interest rates rise or fall
significantly, if there is significant inflation or deflation, increased selling of debt securities generally across other funds, pools
and accounts, changes in investor perception, geopolitical events (such as trading halts, sanctions or wars), or changes in government
intervention in the financial markets) independent of any specific adverse changes in the conditions of a particular issuer. In such cases,
shares of the Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities
or instruments, may decline in value or the Fund may be unable to achieve its desired level of exposure to a certain issuer or sector.
During periods of substantial market disruption, a large portion of the Fund’s assets could potentially experience significant levels
of illiquidity. The values of illiquid investments are often more volatile than the values of more liquid investments. It may be more
difficult to determine a fair value of an illiquid investment than those of more liquid comparable investments.
Portfolio
Management Risk
Portfolio
management risk is the risk that an investment strategy may fail to produce the intended results. There can be no assurance that the Fund
will achieve its investment objective. The Adviser’s judgments about the attractiveness, value and potential appreciation of particular
asset classes, sectors, securities, or other investments may prove to be incorrect and may not anticipate actual market movements or the
impact of economic conditions generally. No matter how well a portfolio manager evaluates market conditions, the investments a portfolio
manager chooses may fail to produce the intended result, and you could lose money on your investment in the Fund.
Valuation
Risk
Valuation
risk is the risk that the Fund will not value its investments in a manner that accurately reflects their market values or that the Fund
will not be able to sell any investment at a price equal to the valuation ascribed to that investment for purposes of calculating the
Fund’s NAV. The valuation of the Fund’s investments involves subjective judgment and some valuations may involve assumptions,
projections, opinions, discount rates, estimated data points and other uncertain or subjective amounts, all of which may prove inaccurate.
In addition, the valuation of certain investments held by the Fund may involve the significant use of unobservable and non-market inputs.
Certain securities in which the Fund may invest may be more difficult to value accurately, especially during periods of market disruptions
or extreme market volatility. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices
of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined
for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same
security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. Technological
issues or other service disruption issues involving third party service providers may also cause a Fund to value its investments incorrectly.
Incorrect valuations of a Fund’s portfolio holdings could result in a Fund’s shareholder transactions being effected at an
NAV that does not accurately reflect the underlying value of the Fund’s portfolio, resulting in the dilution of shareholder interests.
Investment
and Market Risk
An
investment in Common Shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment
in Common Shares represents an indirect investment in the securities and other instruments owned by the Fund. The market price of securities
and other instruments may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting
markets generally, particular industries represented in those markets, or the issuer itself. The values of securities may decline due
to general market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions,
changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.
Equity securities generally have greater price volatility than bonds and other debt securities. Common Shares are subject to the risk
that markets will perform poorly or that the returns from the securities in which the Fund invests will
underperform
returns from the general securities markets or other types of investments. Markets may, in response to governmental actions or intervention,
political, economic or market developments, or other external factors, experience periods of high volatility and reduced liquidity. Certain
securities may be difficult to value during such periods. The value of securities and other instruments traded in over-the-counter
markets, like other market investments, may move up or down, sometimes rapidly and unpredictably. Further, the value of securities and
other instruments held by the Fund may decline in value due to factors affecting securities markets generally or particular industries.
The U.S. government and the U.S. Federal Reserve, as well as certain foreign governments and central banks, have from time to time taken
steps to support financial markets. The U.S. government and the U.S. Federal Reserve may, conversely, reduce market support activities,
including by taking action intended to increase certain interest rates. This and other government intervention may not work as intended,
particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. Changes in government activities
in this regard, such as changes in interest rate policy, can negatively affect financial markets generally, increase market volatility
and reduce the value and liquidity of securities in which the Fund invests.
Credit
Risk
Credit
risk is the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. If an investment’s
issuer or counterparty fails to pay interest or otherwise fails to meet its obligations to the Fund, the Fund’s income might be
reduced and the value of the investment might fall or be lost entirely. Financial strength and solvency of an issuer are the primary factors
influencing credit risk. Changes in the financial condition of an issuer or counterparty, changes in specific economic, social or political
conditions that affect a particular type of security, other instrument or an issuer, and changes in economic, social or political conditions
generally can increase the risk of default by an issuer or counterparty, which can affect a security’s or other instrument’s
credit quality or value and an issuer’s or counterparty’s ability to pay interest and principal when due. The values of lower-quality
debt securities (including debt securities commonly referred to as “high yield” securities and “junk” bonds) and
floating rate loans, tend to be particularly sensitive to these changes. The values of securities also may decline for a number of other
reasons that relate directly to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s
goods and services, as well as the historical and prospective earnings of the issuer and the value of its assets. Credit risk is heightened
to the extent the Fund has fewer counterparties.
In
addition, lack of or inadequacy of collateral or credit enhancements for a fixed income security may affect its credit risk. Credit risk
of a security may change over time, and securities which are rated by rating agencies may be subject to downgrade, which may have an indirect
impact on the market price of securities. Ratings are only opinions of the agencies issuing them as to the likelihood of re-payment.
They are not guarantees as to quality and they do not reflect market risk.
During
periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally
increase, sometimes dramatically, with respect to debt securities and other obligations of all kinds.
Interest
Rate Risk
Interest
rate risk is the risk that debt instruments will change in value because of changes in interest rates. Interest rate changes may affect
the value of a fixed income instrument directly (especially in the case of fixed rate instruments) and indirectly (especially in the case
of adjustable-rate instruments). The value of an instrument with a longer duration (whether positive or negative) will be more sensitive
to changes in interest rates than a similar instrument with a shorter duration. Bonds and other debt instruments typically have a positive
duration. The value of a debt instrument with positive duration will generally decline if interest rates increase. Certain other investments,
such as inverse floaters and certain derivative instruments, may have a negative duration. The value of instruments with a negative duration
will generally decline if interest rates decrease. Inverse floaters, interest-only and principal-only securities are especially sensitive
to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about
those investments. The prices of long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest
rates change. Because the Fund’s weighted average effective duration generally will fluctuate as interest rates change, the Common
Share NAV and market price per share may tend to fluctuate more in response to changes in market interest rates than if the Fund invested
mainly in short-term debt securities. During periods of rising interest rates, the average life of certain types of securities may extend
due to lower than expected rates of pre-payments, which could cause the securities’ durations to extend and expose the
securities to more price volatility. This may lock in a below market yield, increase the security’s duration and reduce the securities’
value. In addition to directly affecting debt securities, rising interest rates also may have an adverse effect on the value of any equity
securities held by the Fund. The Fund’s use of leverage will tend to increase Common Share interest rate risk.
DoubleLine
may use certain strategies, including investments in structured notes or interest rate futures contracts or swap, cap, floor or collar
transactions, for the purpose of reducing the interest rate sensitivity of the Fund’s portfolio, although there is no assurance
that it will do so or that such strategies will be successful. Recently, there have been inflationary price movements, which have caused
the fixed income securities markets to experience heightened levels of interest rate volatility and liquidity risk. In market environments
where interest rates are rising, issuers may be less willing or able to make principal and interest payments on fixed-income investments
when due.
Yield
curve risk is the risk associated with either a flattening or steepening of the yield curve. The yield curve is a representation of market
interest rates of obligations with durations of different lengths. When the yield curve is “steep,” longer-term obligations
bear higher rates of interest than similar shorter-term obligations; when the curve “flattens,” the difference between those
interest rates is reduced. If the yield curve is “inverted,” longer term obligations bear lower interest rates than shorter
term obligations. If the Fund’s portfolio is structured to perform favorably in a particular interest rate environment, a change
in the yield curve could result in losses to the Fund.
Variable
and floating rate debt securities are generally less sensitive to interest rate changes, as compared to fixed rate debt instruments, but
may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate
securities will not generally increase in value at all or to the same extent as fixed rate instruments when interest rates decline. Inverse
floating rate debt securities may decrease in value if interest rates increase.
Inverse
floating rate debt securities also may exhibit greater price volatility than a fixed rate debt obligation with similar credit quality.
When the Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase)
in market interest rates will adversely affect the income received from such securities and the NAV of the Common Shares.
Debt
Securities Risk
In
addition to certain of the other risks described herein such as interest rate risk and credit risk, debt securities generally also are
subject to the following risks:
• |
Redemption Risk—Debt
securities sometimes contain provisions that allow for redemption in the event of tax or security law changes in addition to call features
at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return.
|
• |
Extension Risk—This is
the risk that if interest rates rise, repayments of principal on certain debt securities, including, but not limited to, floating rate
loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities could lengthen
as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates
rise, which could cause their values to fall sharply. The values of interest-only and principal-only securities are especially sensitive
to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about
those investments. |
• |
Liquidity Risk—Certain
debt securities may be substantially less liquid than many other securities, such as U.S. Government securities or common shares or other
equity securities. |
• |
Spread Risk—Wider credit
spreads and decreasing market values typically represent a deterioration of the debt security’s credit soundness and a perceived
greater likelihood or risk of default by the issuer. |
• |
Limited Voting Rights—Debt
securities typically do not provide any voting rights, except in some cases when interest payments have not been made and the issuer is
in default. Even in such cases, such rights may be limited to the terms of the debenture or other agreements. |
• |
Prepayment/Reinvestment Risk—Many
types of debt securities, including floating rate loans, mortgage-backed securities and asset-backed securities, may reflect an interest
in periodic payments made by borrowers. Although debt securities and other obligations typically mature after a specified period of time,
borrowers may pay them off sooner. When a prepayment happens, all or a portion of the obligation will be prepaid. A borrower is more likely
to prepay an obligation which bears a relatively high rate of interest. This means that in times of declining interest rates, there is
a greater likelihood that the Fund’s higher yielding securities will be pre-paid and the Fund will probably be unable
to reinvest those proceeds in an investment with as great a yield, causing the Fund’s yield to decline. Securities subject to prepayment
risk generally offer less potential for gains when prevailing interest rates fall. If the Fund buys those investments at a premium, accelerated
prepayments on those investments could cause the Fund to lose a portion of its principal investment and result in lower yields to shareholders.
The |
increased
likelihood of prepayment when interest rates decline also limits market price appreciation, especially with respect to certain loans,
mortgage-backed securities and asset-backed securities. The effect of prepayments on the price of a security may be difficult to predict
and may increase the security’s price volatility. Interest-only and principal-only securities are especially sensitive to interest
rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments.
Income from the Fund’s portfolio may decline when the Fund invests the proceeds from investment income, sales of portfolio securities
or matured, traded or called debt obligations. A decline in income received by the Fund from its investments is likely to have a negative
effect on the dividend levels and market price, NAV and/or overall return of the Common Shares.
The
Fund’s investments in debt securities may include, but are not limited to, senior, junior, secured and unsecured bonds, notes and
other debt securities, and may be fixed rate, floating rate, zero coupon and inflation linked, among other things. The Fund may invest
in convertible bonds, which are fixed income securities that are exercisable into other debt or equity securities, and “synthetic”
convertible securities, which are created through a combination of separate securities that possess the two principal characteristics
of a traditional convertible security, i.e., an income-producing security (“income-producing
component”) and the right to acquire an equity security (“convertible component”). The market value of a debt security
may be affected by the credit rating of the issuer, the issuer’s performance, perceptions of the issuer in the marketplace, management
performance, financial leverage and reduced demand for the issuer’s goods and services. There is a risk that the issuers of the
debt securities in which the Fund may invest may not be able to meet their obligations on interest or principal payments at the time called
for by an instrument.
Mortgage-Backed
Securities Risks
Mortgage-backed
securities include, among other things, participation interests in pools of residential mortgage loans purchased from individual lenders
by a federal agency or originated and issued by private lenders and involve, among others, the following risks:
Credit
and Market Risks of Mortgage-Backed Securities. Investments by the Fund in
fixed rate and floating rate mortgage-backed securities will entail credit risks (i.e.,
the risk of non-payment of interest and principal) and market risks (i.e.,
the risk that interest rates and other factors could cause the value of the instrument to decline). Many issuers or servicers of mortgage-backed
securities guarantee timely payment of interest and principal on the securities, whether or not payments are made when due on the underlying
mortgages. This kind of guarantee generally increases the quality of a security, but does not mean that the security’s market value
and yield will not change. The values of mortgage-backed securities may change because of changes in the market’s perception of
the credit quality of the assets held by the issuer of the mortgage-backed securities or an entity, if any, providing credit support in
respect of the mortgage-backed securities. In addition, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool
may limit substantially the pool’s ability to make payments of principal or interest to the Fund as a holder of such securities,
reducing the values of those securities or in some cases rendering them worthless. The Fund also may purchase securities that are not
guaranteed or subject to any credit support, or that are subordinate in their right to receive payment of interest and repayment of principal
to other classes of the issuer’s securities. An investment in a privately issued mortgage-backed security is generally less liquid
and subject to greater credit risks than an investment in a mortgage-backed security that is issued or otherwise guaranteed by a federal
government agency or sponsored corporation.
Mortgage-backed
securities may be structured similarly to collateralized debt obligations (“CDOs”) and may be subject to similar risks. For
example, the cash flows from the collateral held by the mortgage-backed security may be split into two or more portions, called tranches,
varying in risk and yield. Senior tranches are paid from the cash flows from the underlying assets before the junior tranches and equity
or “first loss” tranches. Losses are first borne by the equity tranches, next by the junior tranches, and finally by the senior
tranches. Interest holders in senior tranches are entitled to the lowest interest rates but are generally subject to less credit risk
than more junior tranches because, should there be any default, senior tranches are typically paid first. The most junior tranches, such
as equity tranches, typically are due to be paid the highest interest rates but suffer the highest risk of loss should the holder of an
underlying mortgage loan default. If some loans default and the cash collected by the issuer of the mortgage-backed security is insufficient
to pay all of its investors, those in the lowest, most junior tranches suffer losses first.
Like
bond investments, the value of fixed rate mortgage-backed securities will tend to rise when interest rates fall, and fall when rates rise.
Floating rate mortgage-backed securities generally tend to have more moderate changes in price when interest rates rise or fall, but their
current yield will generally be affected. In addition, the mortgage-backed securities market in general may be adversely affected by changes
in governmental legislation or regulation. Factors that could affect the value of a mortgage-backed security include, among other things,
the types and amounts of insurance, if any, which an individual mortgage or that specific mortgage-
backed
security carries, the default and delinquency rate of the mortgage pool, the amount of time the mortgage loan has been outstanding, the loan-to-value ratio
of each mortgage and the amount of overcollateralization or under collateralization of a mortgage pool. The Fund may invest in mortgage-backed
securities that are subordinate in their right to receive payment of interest and repayment of principal to other classes of the issuer’s
securities.
The
residential mortgage market in the United States has experienced difficulties at times, and the same or similar events may adversely affect
the performance and market value of certain of the Fund’s mortgage-related investments. Delinquencies and losses on residential
mortgage loans (especially subprime and second-lien mortgage loans) generally increase in a recession and potentially could begin to increase
again. A decline in or flattening of housing values (as has been experienced and may again be experienced in many housing markets) may
exacerbate such delinquencies and losses. Borrowers with adjustable rate mortgage loans may be more sensitive to changes in interest rates,
which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest rates. Also,
a number of residential mortgage loan originators have experienced serious financial difficulties or bankruptcy. Reduced investor demand
for mortgage-related securities has resulted and again may result in limited new issuances of mortgage-related securities and limited
liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities
and limit the availability of attractive investment opportunities for the Fund. It is possible that such limited liquidity in secondary
markets could return and worsen.
The
values of mortgage-backed securities may be substantially dependent on the servicing of the underlying mortgage pools, and therefore are
subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain
circumstances, the mishandling of related documentation also may affect the rights of security holders in and to the underlying collateral.
Some
government sponsored mortgage-related securities are backed by the full faith and credit of the United States. The Government National
Mortgage Association (“Ginnie Mae”), the principal guarantor of such securities, is a wholly owned United States government
corporation within the Department of Housing and Urban Development. Other government-sponsored mortgage-related securities are not backed
by the full faith and credit of the United States government. Issuers of such securities include Fannie Mae (formally known as the Federal
National Mortgage Association) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation). Fannie Mae is a government-sponsored
corporation which is subject to general regulation by the Secretary of Housing and Urban Development. Pass-through securities issued by
Fannie Mae are guaranteed as to timely payment of principal and interest by Fannie Mae. Freddie Mac is a stockholder-owned corporation
chartered by Congress and subject to general regulation by the Department of Housing and Urban Development. Participation certificates
representing interests in mortgages from Freddie Mac’s national portfolio are guaranteed as to the timely payment of interest and
ultimate collection of principal by Freddie Mac. The U.S. government has provided financial support to Fannie Mae and Freddie Mac in the
past, but there can be no assurances that it will support these or other government-sponsored entities in the future.
During
periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally
increase, sometimes dramatically, with respect to securitizations involving mortgage loans and other obligations underlying mortgage-backed
securities.
Liquidity
Risk of Mortgage-Backed Securities. The liquidity of mortgage-backed securities
varies by type of security; at certain times the Fund may encounter difficulty in disposing of such investments. Investments in privately
issued mortgage-backed securities may have less liquidity than mortgage-backed securities that are issued by a federal government agency
or sponsored corporation. Because mortgage-backed securities have the potential to be less liquid than other securities, the Fund may
be more susceptible to liquidity risks than funds that invest in other securities. In the past, in stressed markets, certain types of
mortgage-backed securities suffered periods of illiquidity when disfavored by the market. It is possible that the Fund may be unable to
sell a mortgage-backed security at a desirable time or at the value the Fund has placed on the investment.
Commercial
Mortgage-Backed Securities (“CMBS”) Risks. CMBS include securities
that reflect an interest in, or are secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial
mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect
the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments and the ability
of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility
than other types of mortgage- or asset-backed securities.
With
respect to risk retention tranches (i.e., eligible residual interests initially held by the sponsors of collateralized mortgage- backed
securities and other eligible securitizations pursuant to the U.S. Risk Retention Rules), a third-party purchaser, such as the Fund, must
hold
its retained interest, unhedged, for at least five years following the closing of the securitization transaction, after which it is entitled
to transfer its interest in the securitization to another person that meets the requirements for a third-party purchaser. Even after the
required holding period has expired, due to the limited market for such investments, no assurance can be given as to what, if any, exit
strategies will ultimately be available for any given position. In addition, there is limited guidance on the application of the laws
and regulations applicable to such investments. There can be no assurance that the applicable federal agencies charged with the implementation
of the Final U.S. Risk Retention Rules (the FDIC, the Comptroller of the Currency, the Federal Reserve Board, the SEC, the Department
of Housing and Urban Development, and the Federal Housing Finance Agency) could not take positions in the future that differ from the
interpretation of such rules taken or embodied in such securitizations, or that the Final U.S. Risk Retention Rules will not change. Furthermore,
in situations where the Fund invests in risk retention tranches of securitizations structured by third parties, the Fund may be required
to execute one or more letters or other agreements, the exact form and nature of which will vary (each, a “Risk Retention Agreement”)
under which it will make certain undertakings designed to ensure such securitization complies with the Final U.S. Risk Retention Rules.
Such Risk Retention Agreements may include a variety of representations, warranties, covenants and other indemnities, each of which may
run to various transaction parties. If the Fund breaches any undertakings in any Risk Retention Agreement, it will be exposed to claims
by the other parties thereto, including for any losses incurred as a result of such breach.
Prepayment,
Extension and Redemption Risks of Mortgage-Backed Securities. Mortgage-backed
securities may reflect an interest in monthly payments made by the borrowers who receive the underlying mortgage loans. Although the underlying
mortgage loans are for specified periods of time, such as 20 or 30 years, the borrowers can, and historically have often paid them off
sooner. When a prepayment happens, a portion of the mortgage-backed security which represents an interest in the underlying mortgage loan
will be prepaid. A borrower is more likely to prepay a mortgage which bears a relatively high rate of interest. This means that in times
of declining interest rates, a portion of the Fund’s higher yielding securities are likely to be redeemed and the Fund will probably
be unable to replace them with securities having as great a yield. Prepayments can result in lower yields to shareholders. The increased
likelihood of prepayment when interest rates decline also limits market price appreciation. This is known as prepayment risk. Mortgage-backed
securities also are subject to extension risk. Extension risk is the possibility that rising interest rates may cause prepayments to occur
at a slower than expected rate. This particular risk may effectively change a security which was considered short or intermediate term
into a long-term security. The values of long-term securities generally fluctuate more widely in response to changes in interest rates
than short or intermediate-term securities. In addition, a mortgage-backed security may be subject to redemption at the option of the
issuer. If a mortgage-backed security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem
or pay-off the security, which could have an adverse effect on the Fund’s ability to achieve its investment objective.
Collateralized
Mortgage Obligations (“CMOs”) Risks. CMOs are debt obligations
collateralized by mortgage loans or mortgage pass-through securities. The expected average life of CMOs is determined using mathematical
models that incorporate prepayment assumptions and other factors that involve estimates of future economic and market conditions. These
estimates may vary from actual future results, particularly during periods of extreme market volatility. Further, under certain market
conditions, the average weighted life of certain CMOs may not accurately reflect the price volatility of such securities. For example,
in periods of supply and demand imbalances in the market for such securities and/or in periods of sharp interest rate movements, the prices
of CMOs may fluctuate to a greater extent than would be expected from interest rate movements alone. CMOs issued by private entities are
not obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and are not guaranteed by any government
agency, although the securities underlying a CMO may be subject to a guarantee. Therefore, if the collateral securing the CMO, as well
as any third party credit support or guarantees, is insufficient to make payments when due, the holder could sustain a loss.
Adjustable
Rate Mortgages (“ARMs”) Risks. ARMs contain maximum and minimum
rates beyond which the mortgage interest rate may not vary over the lifetime of the security. In addition, many ARMs provide for additional
limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period. Alternatively, certain
ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to pay the
interest accruing on an ARM, any excess interest is added to the principal balance of the mortgage loan, which is repaid through future
monthly payments. If the monthly payment for such an instrument exceeds the sum of the interest accrued at the applicable mortgage interest
rate and the principal payment required at such point to amortize the outstanding principal balance over the remaining term of the loan,
the excess is used to reduce the then-outstanding principal balance of the ARM. In addition, certain ARMs may provide for an initial fixed,
below-market or teaser interest rate. During this initial fixed-rate period, the payment due from the related mortgagor may be less than
that of a traditional loan. However, after the teaser rate expires, the monthly payment required to be made by the mortgagor may increase
significantly when the interest rate on the mortgage loan adjusts. This increased burden on the mortgagor may increase the risk of delinquency
or default on the mortgage loan and in turn, losses on the mortgage-backed security into which that loan has been bundled.
Interest
and Principal Only Securities Risks. Stripped mortgage-backed securities are
usually structured with two classes that receive different portions of the interest and principal distributions on a pool of debt instruments,
such as mortgage loans. In one type of stripped mortgage-backed security, one class will receive all of the interest from the mortgage
assets (the interest-only, or “IO” class), while the other class will receive all of the principal from the mortgage assets
(the principal-only, or “PO” class). The yield to maturity (the expected rate of return on a bond if held until the end of
its lifetime) on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage
assets, and a rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity from these securities.
If the assets underlying the IO class experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully,
or at all, its initial investment in these securities. PO class securities tend to decline in value if prepayments are slower than anticipated.
The values of interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only
their prices but can also change the income flows and repayment assumptions about those investments.
Inverse
Floaters and Related Securities Risks. Investments in inverse floaters and
similar instruments expose the Fund to the same risks as investments in debt securities and derivatives, as well as other risks, including
those associated with leverage and increased volatility. An investment in these securities typically will involve greater risk than an
investment in a fixed rate security. Distributions on inverse floaters and similar instruments will typically bear an inverse relationship
to short-term interest rates and typically will be reduced or, potentially, eliminated as interest rates rise. The rate at which interest
is paid on an inverse floater may vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest (typically
a short-term interest rate) , and the market prices of inverse floaters may as a result be highly sensitive to changes in interest rates
and in prepayment rates on the underlying securities, and may decrease in value significantly when interest rates or prepayment rates
change. The effect of the reference rate multiplier in inverse floaters is associated with greater volatility in their market values.
Investments in inverse floaters and similar instruments that have mortgage-backed securities underlying them will expose the Fund to the
risks associated with those mortgage-backed securities and the values of those investments may be especially sensitive to changes in prepayment
rates on the underlying mortgage-backed securities.
Foreign
Investing Risk
Investments
in foreign securities or in issuers with significant exposure to foreign markets may involve greater risks than investments in domestic
securities. To the extent that investments are made in a limited number of countries, events in those countries will have a more significant
impact on the Fund. As compared to U.S. companies, foreign issuers generally disclose less financial and other information publicly and
are subject to less stringent and less uniform accounting, auditing, and financial reporting standards. In addition, there may be limited
information generally regarding factors affecting a particular foreign market, issuer, or security.
Foreign
countries typically impose less thorough regulations on brokers, dealers, stock exchanges, corporate insiders and listed companies than
does the United States and foreign securities markets may be less liquid and more volatile than domestic markets. Investment in foreign
securities involves higher costs than investment in U.S. securities, including higher transaction and custody costs as well as the imposition
of additional taxes by foreign governments, and as a result investments in foreign securities may be subject to issues relating to security
registration or settlement. In addition, security trading and custody practices abroad may offer less protection to investors such as
the Fund. Political, social or financial instability, civil unrest, geopolitical tensions, wars, and acts of terrorism are other potential
risks that could adversely affect an investment in a foreign security or in foreign markets or issuers generally. Settlement of transactions
in some foreign markets may be delayed or may be less frequent than in the United States which could affect the liquidity of the Fund’s
portfolio. Custody practices and regulations abroad may offer less protection to investors, such as the Fund, and the Fund may be limited
in its ability to enforce contractual rights or obligations.
Because
foreign securities generally are denominated and pay dividends or interest in foreign currencies, and the Fund may hold various foreign
currencies from time to time, the value of the Fund’s assets, as measured in U.S. dollars, can be affected unfavorably by changes
in exchange rates with respect to the U.S. dollar or with respect to other foreign currencies or by unfavorable currency regulations imposed
by foreign governments. If the Fund invests in securities issued by foreign issuers, the Fund may be subject to these risks even if the
investment is denominated in United States dollars. This risk may be heightened with respect to issuers whose revenues are principally
earned in a foreign currency but whose debt obligations have been issued in United States dollars or other hard currencies.
Foreign
issuers may become subject to sanctions imposed by the U.S. or another country or other governmental or non-governmental organizations,
which could result in the immediate freeze of the foreign issuers’ assets or securities and/or make their securities worthless.
The imposition of such sanctions, such as sanctions imposed against Russia, Russian entities and Russian
individuals
in 2022, could impair the market value of the securities of such foreign issuers and limit the Fund’s ability to buy, sell, receive
or deliver the securities. Sanctions, or the threat of sanctions, may cause volatility in regional and global markets and may negatively
impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect
on the performance of the Fund.
Continuing
uncertainty as to the status of the European Economic and Monetary Union (“EMU”) and the potential for certain countries to
withdraw from the institution has created significant volatility in currency and financial markets generally. Any partial or complete
dissolution of the EU could have significant adverse effects on currency and financial markets, and on the values of the Fund’s
portfolio investments. On January 31, 2020, the UK left the EU (commonly known as “Brexit”). An agreement between the
UK and the EU governing their future trade relationship became effective January 1, 2021, but critical aspects of the relationship
remain unresolved and subject to further negotiation and agreement. Brexit has resulted in volatility in European and global markets and
could have negative long-term impacts on financial markets in the UK and throughout Europe. There is still considerable uncertainty relating
to the potential consequences of the exit and whether the UK’s exit will increase the likelihood of other countries also departing
the EU. During this period of uncertainty, the negative impact on not only the UK and European economies, but the broader global economy,
could be significant, potentially resulting in increased market volatility and illiquidity, political, economic, and legal uncertainty,
and lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Any further exits
from the EU, or the possibility of such exits, or the abandonment of the euro, may cause additional market disruption globally and introduce
new legal and regulatory uncertainties.
If
one or more EMU countries were to stop using the euro as its primary currency, the Fund’s investments in such countries may be redenominated
into a different or newly adopted currency. As a result, the value of those investments could decline significantly and unpredictably.
In addition, securities or other investments that are redenominated may be subject to liquidity risk and the risk that the Fund may not
be able to value investments accurately to a greater extent than similar investments currently denominated in euros. To the extent a currency
used for redenomination purposes is not specified in respect of certain EMU-related investments, or should the euro cease to
be used entirely, the currency in which such investments are denominated may be unclear, making such investments particularly difficult
to value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of
the denomination or value of such securities.
Foreign
Currency Risk
Currency
risk is the risk that fluctuations in exchange rates may adversely affect the value of the Fund’s investments. Currency risk includes
both the risk that currencies in which the Fund’s investments are traded and/or in which the Fund receives income, or currencies
in which the Fund has taken an active investment position, will decline in value relative to other currencies. In the case of hedging
positions, currency risk includes the risk that the currency the Fund is seeking exposure to will decline in value relative to the foreign
currency being hedged. Currency exchange rates fluctuate significantly for many reasons, including changes in supply and demand in the
currency exchange markets, actual or perceived changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign
governments, central banks, or supranational agencies such as the International Monetary Fund, and currency controls or other political
and economic developments in the U.S. or abroad. The currencies of certain emerging market countries have sometimes experienced devaluations
relative to the U.S. dollar, and major devaluations have historically occurred in certain countries. A devaluation of the currency in
which portfolio securities are denominated will negatively impact the value of those securities.
Except
as otherwise provided in the Fund’s principal investment strategies, the Fund may take derivatives (or spot) positions in currencies
to which the Fund is exposed through its investments. This presents the risk that the Fund could lose money on both its currency exposure
through a portfolio investment and its currency exposure through a derivatives (or spot) position. The Fund also may take overweighted
or underweighted currency positions and/or hedge the currency exposure of the securities in which it has invested. The Fund may take positions
in currencies different from the currencies in which its portfolio investments are denominated. As a result, the Fund’s currency
exposure may differ (in some cases significantly) from the currency exposure of its investments and/or its benchmarks.
Exposure
to emerging market currencies may entail greater risk than exposure to developed market currencies.
Emerging
Markets Risk
Investing
in the securities of emerging market countries, as compared to foreign developed markets, involves substantial additional risk due to
more limited information about the issuer and/or the security; higher brokerage costs; different accounting, auditing and financial reporting
standards; less developed legal systems and thinner trading markets; the possibility of currency blockages or transfer restrictions; an
emerging market country’s dependence on revenue from particular commodities or international aid; and the risk of expropriation,
nationalization or other adverse political or economic developments, such as the imposition of economic sanctions, tariffs or other governmental
restrictions.
Political
and economic structures in many emerging market countries may undergo significant evolution and rapid development, and such countries
may lack the social, political and economic stability characteristics of more developed countries. Emerging market countries tend to have
a greater degree of economic, political and social instability than the U.S. and other developed countries. Such social, political and
economic instability could disrupt the financial markets in which the Fund invests and adversely affect the value of its investment portfolio.
Some of these countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the
assets of private companies. In addition, unanticipated political or social developments may affect the value of investments in emerging
markets and the availability of additional investments in these markets. The small size, limited trading volume and relative inexperience
of the securities markets in these countries may make investments in securities traded in emerging markets illiquid and more volatile
than investments in securities traded in more developed countries, and the Fund may be required to establish special custodial or other
arrangements before making investments in securities traded in emerging markets.
There
may be little financial or accounting information available with respect to issuers of emerging market securities, and it may be difficult
as a result to assess the value or prospects of an investment in such securities.
The
securities markets of emerging market countries may be substantially smaller, less developed, less liquid and more volatile than the major
securities markets in the United States and other developed nations. The limited size of many securities markets in emerging market countries
and limited trading volume in issuers compared to the volume in U.S. securities or securities of issuers in other developed countries
could cause prices to be erratic for reasons other than factors that affect the quality of the securities and investments in emerging
markets can become illiquid. For example, limited market size may cause prices to be unduly influenced by traders who control large positions.
Adverse publicity and investors’ perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity
of portfolio securities, especially in these markets. In addition, emerging market countries’ exchanges and broker-dealers may generally
be subject to less regulation than their counterparts in developed countries. Emerging market securities markets, exchanges and market
participants may lack the regulatory oversight and sophistication necessary to deter or detect market manipulation in such exchanges or
markets, which may result in losses to the Fund to the extent it holds investments trading in such exchanges or markets. Brokerage commissions
and dealer mark-ups, custodial expenses and other transaction costs are generally higher in emerging market countries than in developed
countries. As a result, funds that invest in emerging market countries have operating expenses that are higher than funds investing in
other securities markets.
The
Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in
certain foreign countries. Investors in foreign countries often have limited rights and few practical remedies to pursue shareholder claims,
including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and other authorities to bring and
enforce actions against foreign issuers or foreign persons is limited. Regulatory regimes outside of the U.S. may not require or enforce
corporate governance standards comparable to that of the U.S., which may result in less protections for investors in such issuers and
make such issuers more susceptible to actions not in the best interest of the issuer or its investors.
In
certain emerging market countries, governments participate to a significant degree, through ownership or regulation, in their respective
economies. Action by these governments could have a significant adverse effect on market prices of securities and payment of dividends.
In addition, most emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation. Inflation
and rapid fluctuation in inflation rates have had and may continue to have very negative effects on the economies and securities markets
of certain emerging market countries.
Emerging
market countries may have different clearance and settlement procedures than in the U.S., including significantly longer settlement cycles
for purchases and sales of securities, and in certain markets there may be times when settlements fail to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. Further, custody practices abroad may offer less protection
generally to investors, such as the Fund, and satisfactory custodial services for investment securities may not be available in some emerging
market countries, which may result in the Fund incurring additional costs and delays in transporting and custodying such securities outside
such countries. Delays in settlement or other problems could result in periods when the Fund’s assets are uninvested and no return
is earned thereon. The Fund’s inability to make intended security purchases due to settlement
problems
or the risk of intermediary counterparty failures could cause the Fund to miss attractive investment opportunities. The inability to dispose
of a portfolio security due to settlement problems could result either in losses to the Fund due to subsequent declines in the value of
such portfolio security or, if the Fund has entered into a contract to sell the security, could result in possible liability to the purchaser.
The currencies of certain emerging market countries have sometimes experienced devaluations relative to the U.S. dollar, and future devaluations
may adversely affect the value of assets denominated in such currencies. Many emerging market countries have experienced substantial,
and in some periods extremely high, rates of inflation or deflation for many years, and future inflation may adversely affect the economies
and securities markets of such countries.
When
debt and similar obligations issued by foreign issuers are denominated in a currency (e.g., the U.S. dollar or the euro) other than the
local currency of the issuer, the subsequent strengthening of the non-local currency against the local currency will generally increase
the burden of repayment on the issuer and may increase significantly the risk of default by the issuer.
Emerging
market countries have and may in the future impose capital controls, foreign currency controls and repatriation controls. In addition,
some currency hedging techniques may be unavailable in emerging market countries, and the currencies of emerging market countries may
experience greater volatility in exchange rates as compared to those of developed countries.
Collateralized
Debt Obligations Risk
CDOs
include CBOs, CLOs, and other similarly structured securities. A CBO is a trust which may be backed by a diversified pool of high risk,
below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among
others, domestic and foreign senior secured loans, senior unsecured loans, second lien loans or other types of subordinate loans, and
mezzanine loans, including loans that may be rated below investment grade or equivalent unrated loans and including loans that may be
covenant-lite. CDOs may charge management fees and administrative expenses. The cash flows from the CDO trust are generally split into
two or more portions, called tranches, varying in risk and yield. Senior tranches are paid from the cash flows from the underlying assets
before the junior tranches and equity or “first loss” tranches. Losses are first borne by the equity tranches, next by the
junior tranches, and finally by the senior tranches. Holders of interests in the senior tranches are entitled to the lowest interest rate
payments but those interests generally involve less credit risk as they are typically paid before junior tranches. The holders of interests
in the most junior tranches, such as equity tranches, typically are entitled to be paid the highest interest rate payments but suffer
the highest risk of loss should the holder of an underlying debt instrument default. If some debt instruments default and the cash collected
by the CDO is insufficient to pay all of its investors, those in the lowest, most junior tranches suffer losses first. Since it is partially
protected from defaults, a senior tranche from a CDO trust typically has higher ratings and lower potential yields than the underlying
securities, and can be rated investment grade. Despite the protection from the equity tranche, more senior CDO tranches can experience
substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting
tranches, market anticipation of defaults and aversion to CDO securities as a class.
The
risks of an investment in a CDO depend largely on the quality and type of the collateral and the tranche of the CDO in which the Fund
invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As
a result, there may be a limited secondary market for investments in CDOs and such investments may be illiquid. In addition to the risks
associated with debt instruments (e.g., interest rate risk and credit risk), CDOs carry additional risks including, but not limited to:
(i) the possibility that distributions from collateral will not be adequate to make interest or other payments; (ii) the quality
of the collateral may decline in value or default; (iii) the possibility that the Fund may invest in CDOs that are subordinate to
other classes of the issuer’s securities; and (iv) the complex structure of the security may not be fully understood at the
time of investment and may produce disputes with the issuer or unexpected investment results.
During
periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally
increase, sometimes dramatically, with respect to debt obligations.
Asset-Backed
Securities Investment Risk
Asset-backed
securities in which the Fund may invest include obligations backed by, among others, motor vehicle installment sales or installment loan
contracts; home equity loans; leases of various types of real, personal and other property (including those relating to aircrafts, telecommunication,
energy, and/or other infrastructure assets and infrastructure-related assets); receivables from credit card agreements and automobile
finance agreements: home equity sharing agreements; student loans; consumer loans; mobile home loans; boat loans; business and small business
loans; project finance loans; airplane leases; and other non-mortgage-
related income
streams, such as income from renewable energy projects and franchise rights. They may also include asset-backed securities backed by whole
loans or fractions of whole loans issued by alternative lending platforms and securitized by those platforms or other entities (such as
third-party originators or brokers). Any of these loans may be of sub-prime quality or made to an obligor with a sub-prime credit
history.
Asset-backed
securities involve the risk that borrowers may default on the obligations backing them and that the values of and interest earned on such
investments will decline as a result. Loans made to lower quality borrowers, including those of sub-prime quality, involve a
higher risk of default. Such loans, including those made by alternative lending platforms, may be difficult to value, may have limited
payment histories, and may be subject to significant changes in value over time as economic conditions change. Therefore, the values of
asset-backed securities backed by lower quality loans, including those of sub-prime quality, may suffer significantly greater
declines in value due to defaults, payment delays or a perceived increased risk of default, especially during periods when economic conditions
worsen. In addition, most or all securities backed by the collateral described above do not involve any credit enhancement provided by
the U.S. government or any other party, and certain asset-backed securities do not have the benefit of a security interest in the related
collateral.
Asset-backed
securities tend to increase in value less than traditional debt securities of similar maturity and credit quality when interest rates
decline, but are subject to a similar risk of decline in market value during periods of rising interest rates. Certain assets underlying
asset-backed securities are subject to prepayment, which may reduce the overall return to asset-backed security holders. In a period of
declining interest rates, pre-payments on asset-backed securities may increase and the Fund may be unable to reinvest those prepaid
amounts in investments providing the same rate of interest as the pre-paid obligations.
The
values of asset-backed securities may also be substantially dependent on the servicing of and diligence performed by their servicers or
sponsors or the originating alternative lending platforms. For example, the Fund may suffer losses due to a servicer’s, sponsor’s
or platform’s negligence or malfeasance, such as through the mishandling of certain documentation affecting security holders’
rights in and to underlying collateral or the failure to update or collect accurate and complete borrower information. In addition, the
values of asset-backed securities may be adversely affected by the credit quality of the servicer, sponsor or originating alternative
lending platform, as applicable. Certain services, sponsors or originating alternative lending platforms may have limited operating histories
to evaluate. The insolvency of a servicer, sponsor or originating alternative lending platform may result in added costs and delays in
addition to losses associated with a decline in the value of underlying assets. The Fund also may experience delays in payment or losses
on its investments if the full amount due on underlying collateral is not realized, which may occur because of unanticipated legal or
administrative costs of enforcing the contracts, depreciation or damage to the collateral securing certain contracts, under-collateralization
or other factors.
Credit
Default Swaps Risk
A
credit default swap is an agreement between the Fund and a counterparty that enables the Fund to buy or sell protection against a credit
event related to a particular issuer. One party, acting as a protection buyer, makes periodic payments, which may be based on, among other
things, a fixed or floating rate of interest, to the other party, a protection seller, in exchange for a promise by the protection seller
to make a payment to the protection buyer if a negative credit event (such as a delinquent payment or default) occurs with respect to
a referenced bond or group of bonds. Credit default swaps may also be structured based on the debt of a basket of issuers, rather than
a single issuer, and may be customized with respect to the default event that triggers purchase or other factors (for example, the Nth
default within a basket, or defaults by a particular combination of issuers within the basket, may trigger a payment obligation). As a
credit protection seller in a credit default swap contract, the Fund would be required to pay the par (or other agreed-upon) value of
a referenced debt obligation to the counterparty following certain negative credit events as to a specified third-party debtor, such as
default by a U.S. or non-U.S. corporate issuer on its debt obligations. In return for its obligation, the Fund would receive
from the counterparty a periodic stream of payments, which may be based on, among other things, a fixed or floating rate of interest,
over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of
payments, and would have no payment obligations to the counterparty. The Fund may sell credit protection in order to earn additional income
and/or to take a synthetic long position in the underlying security or basket of securities.
The
Fund may enter into credit default swap contracts as protection buyer in order to hedge against the risk of default on the debt of a particular
issuer or basket of issuers or attempt to profit from a deterioration or perceived deterioration in the creditworthiness of the particular
issuer(s) (also known as buying credit protection). This would involve the risk that the investment may expire worthless and would only
generate gain in the event of an actual default by the issuer(s) of the underlying obligation(s) (or, as applicable, a credit downgrade
or other indication of financial instability). It would also involve the risk that the seller may fail to satisfy its payment obligations
to the Fund. The purchase of credit default swaps involves costs, which will reduce the Fund’s return.
A
protection seller may have to pay out amounts following a negative credit event greater than the value of the reference obligation delivered
to it by its counterparty and the amount of periodic payments previously received by it from the counterparty. When the Fund acts as a
seller of a credit default swap, it is exposed to, among other things, leverage risk because if an event of default occurs the seller
must pay the buyer the full notional value of the reference obligation. Each party to a credit default swap is subject to the credit risk
of its counterparty. The value of the credit default swap to each party will change, at times significantly, based on changes in the actual
or perceived creditworthiness of the underlying issuer. A protection buyer may lose its investment and recover nothing should an event
of default not occur. The Fund may seek to realize gains on its credit default swap positions, or limit losses on its positions, by selling
those positions in the secondary market. There can be no assurance that a liquid secondary market will exist at any given time for any
particular credit default swap or for credit default swaps generally.
The
parties to a credit default swap are generally required to post collateral to each other. If the Fund posts initial or periodic collateral
to its counterparty, it may not be able to recover that collateral from the counterparty in accordance with the terms of the swap. In
addition, if the Fund receives collateral from its counterparty, it may be delayed or prevented from realizing on the collateral in the
event of the insolvency or bankruptcy of the counterparty (or of its affiliates). The Fund may exit its obligations under a credit default
swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit default swap position,
which may cause the Fund to incur more losses. There can be no assurance that the Fund will be able to exit a credit default swap position
effectively when it seeks to do so.
U.S.
Government Securities Risk
Some
U.S. Government securities, such as Treasury bills, notes, and bonds and mortgage-backed securities guaranteed by the Government National
Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are supported by the right
of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. Government to purchase
the agency’s obligations; still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although
U.S. Government-sponsored enterprises may be chartered or sponsored by Congress, they are not funded by Congressional appropriations,
and their securities are not issued by the U.S. Treasury, their obligations are not supported by the full faith and credit of the U.S.
Government, and so investments in their securities or obligations issued by them involve greater risk than investments in other types
of U.S. Government securities. No assurance can be given that the U.S. Government will provide financial support to its agencies and sponsored
entities if it is not obligated by law to do so.
In
addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and
other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the
credit quality, availability or investment character of securities issued or guaranteed by these entities.
The
events surrounding the U.S. federal government debt ceiling and any resulting agreement (and similar political, economic and other developments)
could adversely affect the Fund’s ability to achieve its investment objective. For example, a downgrade of the long-term sovereign
credit rating of the U.S. could increase volatility in both stock and bond markets, result in higher interest rates and lower Treasury
prices and increase the costs of all kinds of debt. These events and similar events in other areas of the world could have significant
adverse effects on the economy generally and could result in significant adverse impacts on issuers of securities held by the Fund and
the Fund itself. The Adviser cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets
or on the Fund’s portfolio. The Adviser may not timely anticipate or manage existing, new or additional risks, contingencies or
developments. In recent periods, the values of U.S. Government securities have been affected substantially by increased demand for them
around the world. Changes in the demand for U.S. Government securities may occur at any time and may result in increased volatility in
the values of those securities.
Sovereign
Debt Obligations Risk
Investments
in countries’ government debt obligations involve special risks. Certain countries have historically experienced, and may continue
to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments
and trade difficulties and extreme poverty and unemployment. The issuer or governmental authority that controls the repayment of a country’s
debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A debtor’s
willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation
and, in the case of a government debtor, the extent of its foreign currency reserves or its inability to sufficiently manage fluctuations
in relative currency valuations, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the
debt service burden to the economy as a whole, the government debtor’s policy towards principal international lenders such as the
International Monetary Fund and the political and social constraints to which a government debtor
may
be subject. Government debtors may default on their debt and also may be dependent on expected disbursements from foreign governments,
multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these
governments, agencies and others to make such disbursements may be conditioned on a debtor’s implementation of economic reforms
and/or economic performance and the timely service of such debtor’s obligations.
Failure
to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation
of such third parties’ commitments to lend funds to the government debtor, which may further impair such debtor’s ability
or willingness to service its debts on a timely basis.
As
a result of the foregoing, a government obligor may default on its obligations. If such an event occurs, the Fund may have limited (or
no) legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party
itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the political climate
in the relevant country. In addition, no assurance can be given that the holders of more senior fixed income securities, such as commercial
bank debt, will not contest payments to the holders of other foreign government debt securities in the event of default under their commercial
bank loan agreements. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected
in whole or in part. In addition, foreign governmental entities may enjoy various levels of sovereign immunity, and it may be difficult
or impossible to bring a legal action against a foreign governmental entity or to enforce a judgment against such an entity.
Government
obligors in emerging market countries are among the world’s largest debtors to commercial banks, other governments, international
financial organizations and other financial institutions. The issuers of the government debt securities in which the Fund may invest have
in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations
and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling
interest and principal payments by negotiating new or amended credit agreements, and obtaining new credit to finance interest payments.
Holders of certain foreign government debt securities may be requested to participate in the restructuring of such obligations and to
extend further loans to their issuers. There can be no assurance that the foreign government debt securities in which the Fund may invest
will not be subject to similar restructuring arrangements or to requests for new credit, which may adversely affect the Fund’s holdings.
Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements
and may therefore have access to information not available to other market participants.
Loan
Risk
Investments
in loans are generally subject to the same risks as investments in other types of debt obligations, including, among others, credit risk,
interest rate risk, prepayment risk, and extension risk. In addition, in many cases loans are subject to the risks associated with below-investment
grade securities. This means loans are often subject to significant credit risks, including a greater possibility that the borrower will
be adversely affected by changes in market or economic conditions and may default or enter bankruptcy. This risk of default will increase
in the event of an economic downturn or a substantial increase in interest rates (which will increase the cost of the borrower’s
debt service). The risks of investing in loans include the risk that the borrowers on loans held by the Fund may be unable to honor their
payment obligations due to adverse conditions in the industry or industries in which they operate.
The
interest rates on floating rate loans typically adjust only periodically. Accordingly, adjustments in the interest rate payable under
a loan may trail prevailing interest rates significantly, especially if there are limitations placed on the amount the interest rate on
a loan may adjust in a given period. Certain floating rate loans have a feature that prevents their interest rates from adjusting if market
interest rates are below a specified minimum level. When interest rates are low, this feature could result in the interest rates of those
loans becoming fixed at the applicable minimum level until interest rates rise above that level. Although this feature is intended to
result in these loans yielding more than they otherwise would when interest rates are low, the feature might also result in the prices
of these loans becoming more sensitive to changes in interest rates should interest rates rise but remain below the applicable minimum
level.
In
addition, investments in loans may be difficult to value and may be illiquid. Floating rate loans generally are subject to legal or contractual
restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans,
varies significantly over time and among individual floating rate loans. For example, if the credit quality of the borrower
related
to a floating rate loan unexpectedly declines significantly, secondary market trading in that floating rate loan can also decline. The
secondary market for loans may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods,
which may increase the expenses of the Fund or cause the Fund to be unable to realize the full value of its investment in the loan, resulting
in a material decline in the Fund’s NAV.
During
periods of severe market stress, it is possible that the market for loans may become highly illiquid. In such an event, the Fund may find
it difficult to sell loans it holds, and, for loans it is able to sell in such circumstances, the trade settlement period may be longer
than anticipated.
The
Fund may make loans directly to borrowers or may acquire an interest in a loan by means of an assignment or a participation. In an assignment,
the Fund may be required generally to rely upon the assigning financial institution to demand payment and enforce its rights against the
borrower, but would otherwise be entitled to the benefit of all of the financial institution’s rights in the loan. The Fund may
also purchase a participating interest in a portion of the rights of a lending institution in a loan. In such case, the Fund will generally
be entitled to receive from the lending institution amounts equal to the payments of principal, interest and premium, if any, on the loan
received by the institution, but generally will not be entitled to enforce its rights directly against the agent bank or the borrower,
and must rely for that purpose on the lending institution.
Investments
in loans through a purchase of a loan, loan origination or a direct assignment of a financial institution’s interests with respect
to a loan may involve additional risks to the Fund. For example, if a loan is foreclosed, the Fund could become owner, in whole or in
part, of any collateral, which could include, among other assets, real estate or other real or personal property, and would bear the costs
and liabilities associated with owning and holding or disposing of the collateral. In addition, it is conceivable that under emerging
legal theories of lender liability, the Fund as holder of a partial interest in a loan could be held liable as co-lender for acts
of the agent lender.
Loans
and certain other forms of direct indebtedness may not be classified as “securities” under the federal securities laws and,
therefore, when the Fund purchases such instruments, it may not be entitled to the protections against fraud and misrepresentation contained
in the federal securities laws.
During
periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally
increase, sometimes dramatically, with respect to loans.
Additional
risks of investments in loans may include:
Agent/Intermediary
Risk. If the Fund holds a loan through another financial intermediary, as
is the case with a participation, or relies on another financial intermediary to administer the loan, as is the case with most multi-lender
facilities, the Fund’s receipt of principal and interest on the loan and the value of the Fund’s loan investment will depend
at least in part on the credit standing of the financial intermediary and therefore will be subject to the credit risk of the intermediary.
The Fund will be required to rely upon the financial intermediary from which it purchases a participation interest to collect and pass
on to the Fund such payments and to enforce the Fund’s rights and may not be able to cause the financial intermediary to take what
it considers to be appropriate action. As a result, an insolvency, bankruptcy or reorganization of the financial intermediary may delay
or prevent the Fund from receiving principal, interest and other amounts with respect to the Fund’s interest in the loan. In addition,
if the Fund relies on a financial intermediary to administer a loan, the Fund is subject to the risk that the financial intermediary may
be unwilling or unable to demand and receive payments from the borrower in respect of the loan, or otherwise unwilling or unable to perform
its administrative obligations.
Highly
Leveraged Transactions Risk. The Fund may invest in loans made in connection
with highly leveraged transactions. These transactions may include operating loans, leveraged buyout loans, leveraged capitalization loans
and other types of acquisition financing. Those loans are subject to greater credit and liquidity risks than other types of loans. If
the Fund voluntarily or involuntarily sold those types of loans, it might not receive the full value it expected.
Stressed,
Distressed or Defaulted Borrowers Risk. The Fund can also invest in loans of borrowers
that are experiencing, or are likely to experience, financial difficulty. These loans are subject to greater credit and liquidity risks
than other types of loans and are generally considered speculative. In addition, the Fund can invest in loans of borrowers that have filed
for bankruptcy protection or that have had involuntary bankruptcy petitions filed against them by creditors. Various laws enacted for
the protection of debtors may apply to
loans.
A bankruptcy proceeding or other court proceeding could delay or limit the ability of the Fund to collect the principal and interest payments
on that borrower’s loans or adversely affect the Fund’s rights in collateral relating to a loan. If a lawsuit is brought by
creditors of a borrower under a loan, a court or a trustee in bankruptcy could take certain actions that would be adverse to the Fund.
For example:
• |
Other creditors might convince
the court to set aside a loan or the collateralization of the loan as a “fraudulent conveyance” or “preferential transfer.”
In that event, the court could recover from the Fund the interest and principal payments that the borrower made before becoming insolvent.
There can be no assurance that the Fund would be able to prevent that recapture. |
• |
A bankruptcy court may restructure
the payment obligations under the loan so as to reduce the amount to which the Fund would be entitled. |
• |
The court might discharge the
amount of the loan that exceeds the value of the collateral. |
• |
The court could subordinate
the Fund’s rights to the rights of other creditors of the borrower under applicable law, decreasing, potentially significantly,
the likelihood of any recovery on the Fund’s investment. |
Limited
Information Risk. Because there may be limited public or other information
available regarding loan investments, the Fund’s investments in such instruments may be particularly dependent on the analytical
abilities of the Fund’s portfolio managers.
Interest
Rate Benchmarks Risk. Interest rates on loans typically adjust periodically
often based on changes in a benchmark rate plus a premium or spread over the benchmark rate. The benchmark rate may be the Prime Rate,
or other base lending rates used by commercial lenders (each as defined in the applicable loan agreement).
Some
benchmark rates may reset daily; others reset less frequently. Certain floating or variable rate loans may permit the borrower to select
an interest rate reset period of up to one year or longer. Investing in loans with longer interest rate reset periods may increase fluctuations
in the Fund’s NAV as a result of changes in interest rates. Interest rates on loans with longer periods between benchmark resets
will typically trail market interest rates in a rising interest rate environment.
Certain
loans may permit the borrower to change the base lending or benchmark rate during the term of the loan. One benchmark rate may not adjust
to changing market or interest rates to the same degree or as rapidly as another, permitting the borrower the option to select the benchmark
rate that is most advantageous to it and less advantageous to the Fund. To the extent the borrower elects this option, the interest income
and total return the Fund earns on the investment may be adversely affected as compared to other investments where the borrower does not
have the option to change the base lending or benchmark rate.
Restrictive
Loan Covenants Risk. Borrowers must comply with various restrictive covenants
that may be contained in loan agreements. They may include restrictions on dividend payments and other distributions to stockholders,
provisions requiring the borrower to maintain specific financial ratios, and limits on total debt. They may include requirements that
the borrower prepay the loan with any free cash flow. A break of a covenant that is not waived by the agent bank (or the lenders) is normally
an event of default that provides the agent bank or the lenders the right to call the outstanding amount on the loan. If a lender accelerates
the repayment of a loan because of the borrower’s violation of a restrictive covenant under the loan agreement, the borrower might
default in payment of the loan.
Some
of the loans in which the Fund may invest or to which the Fund may obtain exposure may be “covenant-lite.” Such loans contain
fewer or less restrictive constraints on the borrower than certain other types of loans. Such loans generally do not include terms which
allow the lender to monitor the performance of the borrower and declare a default or force a borrower into bankruptcy restructuring if
certain criteria are breached. Under such loans, lenders typically must rely on covenants that restrict a borrower from incurring additional
debt or engaging in certain actions. Such covenants can be breached only by an affirmative action of the borrower, rather than by a deterioration
in the borrower’s financial condition. Accordingly, the Fund may have fewer rights against a borrower when it invests in or has
exposure to such loans and so may have a greater risk of loss on such investments as compared to investments in or exposure to loans with
additional or more conventional covenants.
Senior
Loan and Subordination Risk. In addition to the risks typically associated
with debt securities and loans generally, senior loans are also subject to the risk that a court could subordinate a senior loan, which
typically holds a senior position in the capital structure of a borrower, to presently existing or future indebtedness or take other action
detrimental to the holders of senior loans.
The
Fund’s investments in senior loans may be collateralized with one or more of (1) working capital assets, such as accounts receivable
and inventory, (2) tangible fixed assets, such as real property, buildings and equipment, (3) intangible assets such as trademarks
or patents, or (4) security interests in shares of stock of the borrower or its subsidiaries or affiliates. In the case of loans
to a non-public company, the company’s shareholders or owners may provide collateral in the form of secured guarantees
and/or security interests in assets they own. However, the value of the collateral may decline after the Fund buys the senior loan, particularly
if the collateral consists of equity securities of the borrower or its affiliates. If a borrower defaults, insolvency laws may limit the
Fund’s access to the collateral, or the lenders may be unable to liquidate the collateral. A bankruptcy court might find that the
collateral securing the senior loan is invalid or require the borrower to use the collateral to pay other outstanding obligations. If
the collateral consists of stock of the borrower or its subsidiaries, the stock may lose all of its value in the event of a bankruptcy,
which would leave the Fund exposed to greater potential loss. As a result, a collateralized senior loan may not be fully collateralized
and can decline significantly in value.
If
a borrower defaults on a collateralized senior loan, the Fund may receive assets other than cash or securities in full or partial satisfaction
of the borrower’s obligation under the senior loan. Those assets may be illiquid, and the Fund might not be able to realize the
benefit of the assets for legal, practical or other reasons. The Fund might hold those assets until the Adviser determined it was appropriate
to dispose of them. If the collateral becomes illiquid or loses some or all of its value, the collateral may not be sufficient to protect
the Fund in the event of a default of scheduled interest or principal payments.
The
Fund can invest in senior loans that are not secured. If the borrower is unable to pay interest or defaults in the payment of principal,
there will be no collateral on which the Fund can foreclose. Therefore, these loans typically present greater risks than collateralized
senior loans.
Due
to restrictions on transfers in loan agreements and the nature of the private syndication of senior loans including, for example, the
lack of publicly-available information, some senior loans are not as easily purchased or sold as publicly-traded securities. Some senior
loans and other Fund investments are illiquid, which may make it difficult for the Fund to value them or dispose of them at an acceptable
price. Direct investments in senior loans and investments in participation interests in or assignments of senior loans may be limited.
Settlement
Risk. Transactions in many loans settle on a delayed basis, and the Fund may
not receive the proceeds from the sale of such loans for a substantial period after the sale. As a result, sale proceeds related to the
sale of such loans may not be available to make additional investments until potentially a substantial period after the sale of the loans.
Collateral
Impairment Risk. Even if a loan to which the Fund is exposed is secured, there
can be no assurance that the collateral will, when recovered and liquidated, generate sufficient (or any) funds to offset any losses associated
with a defaulting loan. It is possible that the same collateral could secure multiple loans, in which case the liquidation proceeds of
the collateral may be insufficient to cover the payments due on all the loans secured by that collateral. This risk is increased if the
Fund’s loans are secured by a single asset. There can be no guarantee that the collateral can be liquidated and any costs associated
with such liquidation could reduce or eliminate the amount of funds otherwise available to offset the payments due under the loan. Moreover,
the Fund’s security interests may be unperfected for a variety of reasons, including the failure to make a required filing by the
servicer and, as a result, the Fund may not have priority over other creditors as it expected.
Unsecured
Loans Risk. Subordinated or unsecured loans are lower in priority of payment
to secured loans and are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if
any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is
generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral.
Servicer
Risk. The Fund’s direct and indirect investments in loans are typically
serviced by the originating lender or a third-party servicer. In the event that the servicer is unable to service the loan, there can
be no guarantee that a backup servicer will be able to assume responsibility for servicing the loans in a timely or cost-effective manner;
any resulting disruption or delay could jeopardize payments due to the Fund in respect of its investments or increase the costs associated
with the Fund’s investments.
Direct
Lending Risk. The Fund may seek to originate loans, including, without limitation,
commercial real estate or mortgage- related-loans or other types of loans, which may be in the form of whole loans, secured and unsecured
notes, senior and second lien loans, mezzanine loans or similar investments. The Fund will be responsible for the expenses associated
with originating a loan (whether or not consummated). This may include significant legal and due diligence expenses, which will be indirectly
borne by the Fund and Common Shareholders.
Direct
lending involves risks beyond those associated with investing in loans. If a loan is foreclosed, the Fund could become owner of any collateral
and would bear the costs and liabilities associated with owning, operating, maintaining and disposing of the collateral. As a result,
the Fund may be exposed to losses resulting from default and foreclosure and also operating and maintaining the property. Any costs or
delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying assets will further reduce the proceeds
and thus increase the loss. There is no assurance that the Fund will correctly evaluate the value of the assets collateralizing the loan.
In the event of a reorganization or liquidation proceeding relating to the borrower, the Fund may lose all or part of the amounts advanced
to the borrower. There is no assurance that the protection of the Fund’s interests is adequate, including the validity or enforceability
of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, there is
no assurance that claims will not be asserted that might interfere with enforcement of the Fund’s rights.
There
are no restrictions on the credit quality of the Fund’s loans. Loans may be deemed to have substantial vulnerability to default
in payment of interest and/or principal. There can be no assurance as to the levels of defaults and/or recoveries that may be experienced
on loans in which the Fund has invested. Certain of the loans in which the Fund may invest have uncertainties and/or exposure to adverse
conditions, and may be considered to be predominantly speculative. Generally, such loans offer a higher return potential than better quality
loans, but involve greater volatility of price and greater risk of loss of income and principal. The market values of certain of these
loans also tend to be more sensitive to changes in economic conditions than better quality loans.
Loans
to issuers operating in workout modes or under Chapter 11 of the U.S. Bankruptcy Code or the equivalent laws of member states of the European
Union are, in certain circumstances, subject to certain potential liabilities that may exceed the amount of the loan. For example, under
certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims
subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions.
Various
state licensing requirements could apply to the Fund with respect to investments in, or the origination and servicing of, loans and similar
assets and it may take a substantial period of time for the Fund to obtain any necessary licenses or comply with other applicable regulatory
requirements. The licensing requirements could apply depending on the location of the borrower, the location of the collateral securing
the loan, or the location where the Fund or the Adviser operates or has offices. In states that require licensure for or otherwise regulate
loan origination, the Fund or Advisor will be required to comply with applicable laws and regulations, including consumer protection and
anti-fraud laws, which could impose restrictions on the Fund’s or Advisor’s ability to take certain actions to protect the
value of its investments in such assets and impose compliance costs, or the Fund will have to forego investment opportunities subject
to that state’s laws and regulations. Failure to comply with such laws and regulations could lead to, among other penalties, a loss
of the Fund’s or Advisor’s license, which in turn could require the Fund to divest assets located in or secured by real property
located in that state. In addition to laws governing the activities of lenders and servicers, some states require purchasers of certain
loans to be licensed or registered in order to own loans connected to the state (e.g., made in the state or secured by property in the
state) and, in certain states, to collect a rate of interest above a specified rate. These risks will also apply to issuers and entities
in which the Fund invests that hold similar assets, as well as any origination company or servicer in which the Fund owns an interest.
As of September 30, 2024, the Fund does not hold any licenses to originate loans in any states where a license is required, and there
can be no assurance that the Fund will obtain any such licenses timely or ever.
Foreign
Loan Risk. Loans involving foreign borrowers may involve risks not ordinarily
associated with exposure to loans to U.S. entities and individuals. The foreign lending industry may be subject to less governmental supervision
and regulation than exists in the U.S.; conversely, foreign regulatory regimes applicable to the lending industry may be more complex
and more restrictive than those in the U.S., resulting in higher costs associated with such investments, and such regulatory regimes may
be subject to interpretation or change without prior notice to investors, such as the Fund. Foreign lending may not be subject to accounting,
auditing, and financial reporting standards and practices comparable to those in the U.S. Due to differences in legal systems, there may
be difficulty in obtaining or enforcing a court judgment outside the United States.
Lender
Liability. A number of judicial decisions have upheld judgments of borrowers
against lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally,
lender liability is founded on the premise that a lender has violated a duty (whether implied or contractual) of good faith, commercial
reasonableness and fair dealing, or a similar duty owed to the borrower or has assumed an excessive degree of control over the borrower
resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. If a loan held by the Fund
were found to have been made or serviced under circumstances that give rise to lender liability, the borrower’s obligation to repay
that loan could be reduced or eliminated or the Fund’s recovery on that loan could be otherwise impaired, which would adversely
impact the value of that loan. In limited cases, courts
have
subordinated the loans of a senior lender to a borrower to claims of other creditors of the borrower when the senior lender or its agents,
such as a loan servicer, is found to have engaged in unfair, inequitable or fraudulent conduct with respect to the other creditors. If
a loan held by the Fund were subject to such subordination, it would be junior in right of payment to other indebtedness of the borrower,
which could adversely impact the value of that loan.
Below
Investment Grade/High Yield Securities Risk
Debt
instruments rated below investment grade and debt instruments that are unrated and of comparable or lesser quality are predominantly speculative.
They are usually issued by companies without long track records of sales and earnings or by companies with questionable credit strength.
These instruments, commonly known as “junk bonds,” have a higher degree of default risk and may be less liquid than higher-rated
bonds. These instruments may be subject to greater price volatility due to such factors as specific corporate developments, interest rate
sensitivity, negative perceptions of high yield investments generally, general economic downturn, and less secondary market liquidity.
This potential lack of liquidity may make it more difficult for the Fund to value these instruments accurately. An economic downturn could
severely affect the ability of issuers (particularly those that are highly leveraged) to service their debt obligations or to repay their
obligations upon maturity.
Distressed
and Defaulted Securities Risk
Distressed
and defaulted securities risk refers to the uncertainty of repayment of defaulted securities (e.g., a security on which a principal or
interest payment is not made when due) and obligations of distressed issuers. Because the issuer of such securities is in default and/or
is likely to be in distressed financial condition, repayment of defaulted securities and obligations of distressed issuers (including
insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is
subject to significant uncertainties. Insolvency laws and practices in foreign markets, and especially emerging market countries are different
than those in the U.S. and the effect of these laws and practices cannot be predicted with certainty. Investments in defaulted securities
and obligations of distressed issuers are considered speculative and entail high risk.
REIT
Risk
The
Fund may invest in REITs. REITs are pooled investment vehicles that own, and typically operate, income-producing real estate. If a REIT
meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains),
then it is not taxed on the income distributed to shareholders. REITs are subject to management fees and other expenses, and so the Fund
will bear its proportionate share of the costs of the REITs’ operations. There are three general categories of REITs: Equity REITs,
Mortgage REITs and Hybrid REITs. Equity REITs, which invest primarily in direct fee ownership or leasehold ownership of real property
and derive most of their income from rents, are generally affected by changes in the values of and incomes from the properties they own.
Mortgage REITs invest mostly in mortgages on real estate, which may secure, for example, construction, development or long-term loans,
and the main source of their income is mortgage interest payments. Mortgage REITs may be affected by the credit quality of the mortgage
loans they hold. A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests
and mortgage interests in real estate, and thus may be subject to risks associated with both real estate ownership and investments in
mortgage-related investments. Along with the risks common to different types of real estate-related investments, REITs, no matter the
type, involve additional risk factors, including poor performance by the REIT’s manager, adverse changes to the tax laws, and the
possible failure by the REIT to qualify for the favorable tax treatment applicable to REITs under the Internal Revenue Code of 1986, as
amended (the “Code”), or an exemption under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow
earned on the property interests they hold.
Equity
REITs, which invest primarily in direct fee ownership or leasehold ownership of real property and derive most of their income from rents,
are generally affected by changes in the values of and incomes from the properties they own. Mortgage REITs invest mostly in mortgages
on real estate, which may secure, for example, construction, development or long-term loans, and the main source of their income is mortgage
interest payments. Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. A hybrid REIT combines the characteristics
of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate, and thus may
be subject to risks associated with both real estate ownership and mortgage-related investments. Along with the risks common to different
types of real estate-related investments, REITs, no matter the type, involve additional risk factors, including poor performance by the
REIT’s manager, adverse changes to the tax laws, or failure by the REIT to qualify for the favorable tax treatment applicable to
REITs under the Code. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow
geographic area, or a single type of property. Also, the organizational documents of a REIT may contain provisions that make changes in
control of the REIT difficult and time-consuming. Finally, private REITs are not traded on a national securities exchange. As such, these
products may be illiquid. This reduces the ability of a Fund to redeem its investment early. Private REITs are also generally harder to
value and may bear higher fees than public REITs.
Mortgage
REITs are exposed to the risks specific to the real estate market as well as the risks that relate specifically to the way in which mortgage
REITs are organized and operated. Mortgage REITs receive principal and interest payments from the owners of the mortgaged properties.
Accordingly, mortgage REITs are subject to the credit risk of the borrowers to whom they extend credit, and are subject to the risks described
under “Mortgage-Backed Securities Risk” and “Debt Securities Risk.” Mortgage REITs are also subject to significant
interest rate risk. Mortgage REITs typically use leverage and many are highly leveraged, which exposes them to the risks of leverage.
Leverage risk refers to the risk that leverage created from borrowing may impair a mortgage REIT’s liquidity, cause it to liquidate
positions at an unfavorable time and increase the volatility of the values of securities issued by the mortgage REIT. The use of leverage
may not be advantageous to a mortgage REIT. To the extent that a mortgage REIT incurs significant leverage, it may incur substantial losses
if its borrowing costs increase or if the assets it purchases with leverage decrease in value.
The
Fund’s investment in a REIT may result in the Fund making distributions that constitute a return of capital to Fund shareholders
for federal income tax purposes. In addition, distributions attributable to REITs made by the Fund to Fund shareholders will not qualify
for the corporate dividends-received deduction, or, generally, for treatment as qualified dividend income. Certain distributions made
by the Fund attributable to dividends received by the Fund from REITs may qualify as “qualified REIT dividends” in the hands
of non-corporate shareholders.
Real
Estate Risk
The
value of the Fund’s portfolio could change in light of factors affecting the real estate sector. Factors affecting real estate values
include the supply of real property in certain markets, changes in zoning laws, delays in completion of construction, changes in real
estate values, changes in property taxes, levels of occupancy, adequacy of rent to cover operating expenses, and local and, regional,
and general market conditions. The value of real estate-related investments also may be affected by changes in interest rates, macroeconomic
developments, and social and economic trends.
To
the extent that the Fund invests in real estate related investments, including REITs, real estate-related loans or real-estate linked
derivative instruments, it will be subject to the risks associated with owning real estate and with the real estate industry generally.
These include difficulties in valuing and disposing of real estate, the possibility of declines in the value of real estate, risks related
to general and local economic conditions, the possibility of adverse changes in the climate for real estate, environmental liability risks,
the risk of increases in property taxes and operating expenses, possible adverse changes in zoning laws, the risk of casualty or condemnation
losses, limitations on rents, the possibility of adverse changes in interest rates and in the credit markets and the possibility of borrowers
paying off mortgages sooner than expected, which may lead to reinvestment of assets at lower prevailing interest rates.
To
the extent that the Fund invests in REITs, it will also be subject to the risk that a REIT may default on its obligations or go bankrupt.
By investing in REITs indirectly through the Fund, a shareholder will indirectly bear his or her proportionate share of the expenses of
the REITs. The Fund’s investments in REITs could cause the Fund to recognize income in excess of cash received from those securities
and, as a result, the Fund may be required to sell portfolio securities, including when it is not advantageous to do so, in order to make
distributions. An investment in a REIT or a real estate-linked derivative instrument that is linked to the value of a REIT is subject
to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify
for the favorable tax treatment applicable to REITs under the Code. In addition, some REITs have limited diversification because they
invest in a limited number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of
a REIT may contain provisions that make changes in control of the REIT difficult and time- consuming. Finally, private REITs are not traded
on a national securities exchange. As such, these products may be illiquid. This reduces the ability of the Fund to redeem its investment
early. Private REITs are also generally harder to value and may bear higher fees than public REITs.
Municipal
Bond Risk
Investing
in the municipal bond market involves the risks of investing in debt securities generally and certain other risks. The amount of public
information available about the municipal bonds in the Fund’s portfolio is generally less than that for corporate equities or bonds,
and the investment performance of the Fund’s investment in municipal bonds may therefore be more dependent on the analytical abilities
of the Adviser than its investments in taxable bonds. The secondary market for municipal bonds also tends to be less well developed or
liquid than many other securities markets, which may adversely affect the Fund’s ability to sell municipal bonds at attractive prices.
The
ability of municipal issuers to make timely payments of interest and principal may be diminished during general economic downturns, by
litigation, legislation or political events, or by the bankruptcy of the issuer. Laws, referenda, ordinances or regulations
enacted
in the future by Congress or state legislatures or the applicable governmental entity could extend the time for payment of principal and/or
interest, or impose other constraints on enforcement of such obligations, or on the ability of municipal issuers to levy taxes. Issuers
of municipal securities also might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, the Fund could
experience delays in collecting principal and interest and the Fund may not, in all circumstances, be able to collect all principal and
interest to which it is entitled. To enforce its rights in the event of a default in the payment of interest or repayment of principal,
or both, the Fund may take possession of and manage the assets securing the issuer’s obligations on such securities, which may increase
the Fund’s operating expenses. Any income derived from the Fund’s ownership or operation of such assets may not be tax exempt.
The
Fund may invest in revenue bonds, which are typically issued to fund a wide variety of capital projects including: electric, gas, water
and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; and hospitals. Because the principal
security for a revenue bond is generally the net revenues derived from a particular facility or group of facilities or, in some cases,
from the proceeds of a special excise or other specific revenue source, there is no guarantee that the particular project will generate
enough revenue to pay its obligations, in which case the Fund’s performance may be adversely affected.
Interest
on municipal obligations, while generally exempt from U.S. federal income tax, may not be exempt from U.S. federal alternative minimum
tax. The Fund does not expect to be eligible to pass the tax-exempt character of such interest through to the Common Shareholders.
Hedging
Strategy Risk
Certain
of the investment techniques that the Fund may employ for hedging will expose the Fund to additional or increased risks. For example,
there may be an imperfect correlation between changes in the value of the Fund’s portfolio holdings and hedging positions entered
into by the Fund, which may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. In addition, the Fund’s
success in using hedge instruments is subject to the Adviser’s ability to predict correctly changes in the relationships of such
hedge instruments to the Fund’s portfolio holdings, and there can be no assurance that the Adviser’s judgment in this respect
will be accurate. Consequently, the use of hedging transactions might result in a poorer overall performance for the Fund, whether or
not adjusted for risk, than if the Fund had not hedged its portfolio holdings. The Adviser is under no obligation to engage in any hedging
strategies, and may, in its discretion, choose not to. Even if the Adviser desires to hedge some of the Fund’s risks, suitable hedging
transactions may not be available or, if available, attractive. A failure to hedge may result in losses to the value of the Fund’s
investments.
Short
Sales and Short Position Risk
To
the extent the Fund makes use of short sales or takes short positions for investment and/or risk management purposes, the Fund may be
subject to certain risks associated with selling short. Short sales are transactions in which the Fund sells securities or other instruments
that the Fund does not own. Short exposure with respect to securities or market segments may also be achieved through the use of derivative
instruments, such as forwards, futures or swaps on indices or on individual securities. When the Fund engages in a short sale or short
position on a security or other instrument, it may borrow the security or other instrument sold short and deliver it to the counterparty.
The Fund will ordinarily have to pay a fee or premium to borrow the security and will be obligated to repay the lender of the security
any dividends or interest that accrues on the security during the period of the loan. The amount of any gain from a short sale will be
decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund pays in connection
with the short sale. Short sales and short positions expose the Fund to the risk that it may be required to cover its short position at
a time when the securities underlying the short position or exposure have appreciated in value, thus resulting in a loss to the Fund.
The Fund may engage in short sales when it does not own or have the right to acquire the security sold short at no additional cost. The
Fund’s loss on a short sale or position theoretically could be unlimited in a case in which the Fund is unable, for whatever reason,
to close out its short position. In addition, the Fund’s short selling strategies may limit its ability to benefit from increases
in the markets. Short selling involves a form of financial leverage that may exaggerate any losses realized by the Fund. Also, there is
the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund.
The
Fund may borrow an instrument from a broker or other institution and sell it to establish a short position in the instrument. The Fund
may also enter into a derivative transaction in order to establish a short position with respect to a reference asset. The Fund may make
a profit or incur a loss depending upon whether the market price of the instrument or the value of the position decreases or increases
between the date the Fund established the short position and the date on which the Fund must replace the borrowed
instrument
or otherwise close out the transaction. An increase in the value of an instrument, index or interest rate with respect to which the Fund
has established a short position will result in a loss to the Fund, and there can be no assurance that the Fund will be able to close
out the position at any particular time or at an acceptable price. The loss to the Fund from a short position is potentially unlimited.
Convertible
Securities Risk
The
Fund may invest in convertible securities. Convertible securities include bonds, debentures, notes, preferred stock and other securities
that may be converted into or exchanged for, at a specific price or formula within a particular period of time, a prescribed amount of
common stock or other equity securities of the same or a different issuer. Convertible securities may entitle the holder to receive interest
paid or accrued on debt or dividends paid or accrued on preferred stock until the security matures or is redeemed, converted or exchanged.
The market value of a convertible security is a function of its investment value and its conversion value. A security’s investment
value represents the value of the security without its conversion feature (i.e., a nonconvertible
fixed income security). The investment value may be determined by reference to its credit quality and the current value of its yield to
maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates,
the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in the issuer’s
capital structure. A security’s conversion value is determined by multiplying the number of shares the holder is entitled to receive
upon conversion or exchange by the current price of the underlying security.
Focused
Investment Risk
A
fund that invests a substantial portion of its assets in a particular market, industry, sector, group of industries or sectors, country,
region, group of countries or asset class is subject to greater risk than a fund that invests in a more diverse investment portfolio.
In addition, the value of such a fund is more susceptible to any single economic, market, political, regulatory or other occurrence affecting,
for example, the particular markets, industries, regions, sectors or asset classes in which the fund is invested. This is because, for
example, issuers in a particular market, industry, region, sector or asset class may react similarly to specific economic, market, regulatory,
political or other developments. The particular markets, industries, regions, sectors or asset classes in which the Fund may focus its
investments may change over time and the Fund may alter its focus at inopportune times. To the extent the Fund invests in the securities
of a limited number of issuers, it is particularly exposed to adverse developments affecting those issuers, and a decline in the market
value of a particular security held by the Fund may affect the Fund’s performance more than if the Fund invested in the securities
of a larger number of issuers. In addition, the limited number of issuers to which the Fund may be exposed may provide the Fund exposure
to substantially the same market, industry, sector, group of industries or sectors, country, region, group of countries, or asset class,
which may increase the risk of loss as a result of focusing the Fund’s investments, as discussed above.
Derivatives
Risk
The
Fund’s use of derivatives may involve risks different from, or greater than, the risks associated with investing in more traditional
investments, such as stocks and bonds. Any use of derivatives strategies entails the risks of investing directly in the securities, instruments
or assets underlying the derivatives strategies, as well as the risks of using derivatives generally. Derivatives can be highly complex
and may perform in ways unanticipated by the Adviser and may not be available at the time or price desired. Derivatives positions may
also be improperly executed or constructed.
The
Fund’s use of derivatives involves the risk that the other party to the derivative contract will fail to make required payments
or otherwise to comply with the terms of the contract. In the event the counterparty to a derivative instrument defaults and/or becomes
insolvent, the Fund potentially could lose all or a large portion of the value of its investment in the derivative instrument. Derivatives
transactions can create investment leverage and may be highly volatile, and the Fund could lose significantly more than the amount it
invests. Because most derivatives involve contractual arrangements with a counterparty, the Fund’s ability to enter into them requires
a willing counterparty. The Fund’s ability to close out or unwind a derivatives position prior to expiration or maturity may also
depend on the ability and willingness of the counterparty to enter into a transaction closing out the position.
Derivatives
may be difficult to value, illiquid and/or volatile. The Fund may not be able to close out or sell a derivative position at an advantageous
price or time.
Use
of derivatives may affect the amount, timing and character of distributions to shareholders and, therefore, may increase the amount of
taxes payable by taxable shareholders.
The
Fund may use derivatives to create investment leverage and the Fund’s use of derivatives may otherwise cause its portfolio to be
leveraged. Leverage increases the Fund’s portfolio losses when the value of its investments declines. Since many derivatives involve
leverage, adverse changes in the value or level of the underlying asset, rate, or index may result in a loss substantially greater than
the amount invested in the derivative itself. Some derivatives have the potential for unlimited loss, regardless of the size of the initial
investment.
When
the Fund enters into a derivatives transaction as a substitute for or alternative to a direct cash investment, the Fund is exposed to
the risk that the derivative transaction may not provide a return that corresponds precisely or at all with that of the underlying investment.
When the Fund uses a derivative for hedging purposes, it is possible that the derivative will not in fact provide the anticipated protection,
and the Fund could lose money on both the derivative transaction and the exposure the Fund sought to hedge. While hedging strategies involving
derivatives can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable
price movements in other Fund investments.
The
derivatives markets are subject to various global regulations, and additional future regulation of the derivatives markets may make derivatives
more costly, may limit the availability or liquidity of derivatives, or may otherwise adversely affect the value or performance of derivatives.
Any such regulation could impair the effectiveness of the Fund’s derivatives transactions or its ability to effect its investment
strategy and cause the Fund to lose value. In particular, the U.S. government, the United Kingdom, the European Union and various other
jurisdictions have adopted mandatory minimum margin requirements for bilateral derivatives. Such requirements could increase the amount
of margin required to be provided by the Fund in connection with its derivatives transactions and, therefore, make its derivatives transactions
more expensive and potentially impair its ability to effect its investment strategy. U.S. government legislation providing for regulation
of the derivatives market also includes clearing, reporting, and registration requirements, which could restrict the Fund’s ability
to engage in derivatives transactions or increase the cost or uncertainty involved in such transactions. The European Union and the United
Kingdom (and some other jurisdictions) have implemented or are in the process of implementing similar requirements, which will affect
the Fund when it enters into a derivatives transaction with a counterparty subject to such requirements.
The
Fund typically will be required to post collateral or make margin payments in connection with entering into derivatives transactions.
Assets that are used as margin or collateral may be required to be in the form of cash or liquid securities. If markets move against the
Fund’s position, the Fund will generally be required to post additional assets and may have to dispose of existing investments to
obtain assets acceptable as collateral or margin. This may prevent the Fund from pursuing its investment objective. Assets that are used
as margin or collateral typically may be invested, and these investments are subject to risk and may result in losses to the Fund. These
losses may be substantial, and may be in addition to losses incurred by using the derivative in question. If the Fund is unable to close
out its position, it may be required to continue to maintain such accounts and fulfill its payment obligations until the position expires
or matures, and the Fund will continue to be subject to investment risk on the assets. In addition, the Fund may not be able to recover
the full amount of its margin from its counterparty or an intermediary if such entity were to experience financial difficulty. Margin
and collateral requirements may impair the Fund’s ability to sell a portfolio security or make an investment at a time when it would
otherwise be favorable to do so, or require the Fund to sell a portfolio security or close out a derivatives position at a disadvantageous
time or price.
Rule 18f-4 governs
the Fund’s use of derivative investments and certain financing transactions. Among other things, Rule 18f-4 requires funds
that invest in derivative instruments beyond a specified limited amount to apply a value-at-risk based limit to their use of
certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. Funds that
use derivative instruments (beyond certain currency and interest rate hedging transactions) to a limited degree are not subject to the
full requirements of Rule 18f-4. Regulatory limitations on derivatives transactions could have the effect of restricting the
Fund’s use of derivative investments and financing transactions and prevent the Fund from implementing its principal investment
strategies as described herein, which may result in changes to the Fund’s principal investment strategies and could adversely affect
the Fund’s performance and its ability to achieve its investment objective.
While
legislative and regulatory measures may provide protections for some market participants, they are evolving and still being implemented
and their effects on derivatives markets activities cannot be reliably predicted. Current and future regulation of the derivatives markets
may make derivatives more costly, may limit the availability or liquidity of derivatives, or may otherwise adversely affect the value
or performance of derivatives. Any such adverse developments could impair the effectiveness of the Fund’s derivatives transactions
and cause the Fund to lose value.
Risks
Related to the Fund’s Clearing Broker and Central Clearing Counterparty
Transactions
in some types of derivatives, including futures, options on futures, and certain swaps (including interest rate swaps and index credit
default swaps) are required to be (or are capable of being) centrally cleared. In a transaction involving those derivatives (“cleared
derivatives”), the Fund’s counterparty is a clearing house, rather than a bank or broker. Since the Fund is not a member of
clearing houses and only members of a clearing house (“clearing members”) can participate directly in the clearing house,
the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments
(including margin payments) to and receive payments from a clearing house through its accounts at clearing members. Clearing members guarantee
performance of their clients’ obligations to the clearing house. There is a risk that assets deposited by the Fund with any clearing
member as margin for cleared derivatives may, in certain circumstances, be used to satisfy losses of other clients of the Fund’s
clearing member. In addition, the assets of the Fund might not be fully protected in the event of the clearing member’s bankruptcy,
as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing member’s
customers for the relevant account class. Similarly, all customer funds held by a clearing member and/or at a clearing house in connection
with cleared derivatives are generally held on a commingled omnibus basis and are not identified to the name of the clearing member’s
individual customers. In the event of the bankruptcy or insolvency of a clearing member or clearing house, the Fund might experience a
loss of funds deposited through its clearing member as margin with the clearing house, a loss of unrealized profits on its open positions,
and the loss of funds owed to it as realized profits on closed positions. Such a bankruptcy or insolvency might also cause a substantial
delay before the Fund could obtain the return of funds owed to it by a clearing member who was a member of such clearing house.
In
some ways, cleared derivative arrangements are less favorable to funds than bilateral arrangements. For example, the Fund may be required
to provide more margin for cleared derivatives positions than for bilateral derivatives positions. Also, in contrast to a bilateral derivatives
position, following a period of notice to the Fund, a clearing member generally can require termination of an existing cleared derivatives
position at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction.
Clearing houses also have broad rights to increase margin requirements for existing positions or to terminate those positions at any time.
Any increase in margin requirements or termination of existing cleared derivatives positions by the clearing member or the clearing house
could interfere with the ability of the Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing
member could expose the Fund to greater credit risk to its clearing member because margin for cleared derivatives positions in excess
of a clearing house’s margin requirements may be held by the clearing member. Also, the Fund is subject to risk if it enters into
a swap that is required to be cleared (or that the Adviser expects to be cleared), and no clearing member is willing or able to clear
the transaction on the Fund’s behalf. In those cases, the position might have to be terminated, and the Fund could lose some or
all of the benefit of the position, including loss of an increase in the value of the position and/or loss of hedging protection, or could
realize a loss. In addition, the documentation governing the relationship between the Fund and clearing members is drafted by the clearing
members and generally is less favorable to the Fund than typical bilateral derivatives documentation.
Counterparty
Risk
The
Fund will be subject to credit risk presented by another party (whether a clearing corporation in the case of exchange-traded or cleared
instruments or another third party in the case of over-the-counter instruments) that promises to honor an obligation to the Fund with
respect to the derivative contracts and other instruments entered into by the Fund. There can be no assurance that a counterparty will
be able or willing to meet its obligations. If such a party becomes bankrupt or insolvent or otherwise fails or is unwilling to perform
its obligations to the Fund due to financial difficulties or for other reasons, the Fund may experience significant losses or delays in
enforcing contractual remedies and/or obtaining any recovery from the counterparty, including realizing on any collateral the counterparty
has provided in respect of the counterparty’s obligations to the Fund or recovering collateral that the Fund has provided and is
entitled to recover. In addition, in the event of the bankruptcy, insolvency or other event of default (e.g., cross-default) of a counterparty
to a derivative transaction, the derivative transaction would typically be terminated at its fair market value. If the Fund is owed this
fair market value in the termination of the derivative transaction and its claim is unsecured, the Fund will likely be treated as a general
creditor of such counterparty. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. Counterparty
risk with respect to certain exchange-traded and over-the-counter derivatives may be further complicated by global financial reform legislation.
Subject to certain U.S. federal income tax limitations, the Fund is not subject to any limit with respect to the number or the value of
transactions it can enter into with a single counterparty. To the extent that the Fund enters into multiple transactions with a single
or a small number of counterparties, it will be subject to increased counterparty risk.
New
regulatory requirements may also limit the ability of the Fund to protect its interests in the event of an insolvency of a derivatives
counterparty. In the event of a counterparty’s (or its affiliate’s) insolvency, the Fund’s ability to exercise remedies,
such as the
termination
of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under special resolution regimes
adopted in the United States, the European Union, the United Kingdom, and various other jurisdictions. Such regimes provide government
authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, with respect
to counterparties who are subject to such proceedings in the European Union or the United Kingdom, the liabilities of such counterparties
to the Fund could be reduced, eliminated, or converted to equity in such counterparties (sometimes referred to as a “bail in”).
Unrated
Securities Risk
Unrated
securities (which are not rated by a rating agency) may be less liquid than comparable rated securities and involve the risk that the
Adviser may not accurately evaluate the security’s comparative credit rating and value. To the extent that the Fund invests in unrated
securities, the Fund’s success in achieving its investment objective may depend more heavily on the Adviser’s creditworthiness
analysis than if the Fund invested exclusively in rated securities. Some or all of the unrated instruments in which the Fund may invest
will involve credit risk comparable to or greater than that of rated debt securities of below investment grade quality.
Structured
Products and Structured Notes Risk
Generally,
structured investments are interests in entities organized and operated for the purpose of restructuring the investment characteristics
of underlying investment interests or securities. These investment entities may be structured as trusts or other types of pooled investment
vehicles. This type of restructuring generally involves the deposit with or purchase by an entity of the underlying investments and the
issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying investments or referencing
an indicator related to such investments. The cash flow or rate of return on the underlying investments may be apportioned among the newly
issued securities to create different investment characteristics, such as varying maturities, credit quality, payment priorities and interest
rate provisions. Structured products include, among other things, CDOs, mortgage-backed securities, other types of asset-backed securities
and certain types of structured notes.
The
cash flow or rate of return on a structured investment may be determined by applying a multiplier to the rate of total return on the underlying
investments or referenced indicator. Application of a multiplier is comparable to the use of financial leverage, a speculative technique.
Leverage magnifies the potential for gain and the risk of loss. As a result, a relatively small decline in the value of the underlying
investments or referenced indicator could result in a relatively large loss in the value of a structured product. Holders of structured
products indirectly bear risks associated with the underlying investments, index or reference obligation, and are subject to counterparty
risk. The Fund generally has the right to receive payments to which it is entitled only from the structured product, and generally does
not have direct rights against the issuer. While certain structured investment vehicles enable the investor to acquire interests in a
pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured
vehicles generally pay their share of the investment vehicle’s administrative and other expenses.
Structured
products are generally privately offered and sold, and thus, are not registered under the securities laws. Certain structured products
may be thinly traded or have a limited trading market and may have the effect of increasing the Fund’s illiquidity to the extent
that the Fund, at a particular point in time, may be unable to find qualified buyers for these securities. In addition to the general
risks associated with fixed income securities discussed herein, structured products carry additional risks including, but not limited
to: (i) the possibility that distributions from underlying investments will not be adequate to make interest or other payments; (ii) the
quality of the underlying investments may decline in value or default; (iii) the possibility that the security may be subordinate
to other classes of the issuer’s securities; and (iv) the complex structure of the security may not be fully understood at
the time of investment and may produce disputes with the issuer or unexpected investment results.
Structured
notes are derivative securities for which the amount of principal repayment and/or interest payments is based on the movement of one or
more “factors.” These factors may include, but are not limited to, currency exchange rates, interest rates (such as the prime
lending rate or another industry standard floating rate), referenced bonds and stock indices. Some of these factors may or may not correlate
to the total rate of return on one or more underlying instruments referenced in such notes. In some cases, the impact of the movements
of these factors may increase or decrease through the use of multipliers or deflators.
Investments
in structured notes involve risks including interest rate risk, credit risk and market risk. Depending on the factor used and the use
of multipliers or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations. Additionally,
changes in the reference instrument or security may cause the interest rate on the structured note to be reduced to zero
and
any further changes in the reference instrument may then reduce the principal amount payable on maturity. In the case of structured notes
where the reference instrument is a debt instrument, such as credit-linked notes, the Fund will be subject to the credit risk of the issuer
of the reference instrument and the issuer of the structured note.
Issuer
Risk
Issuer
risk is the risk that the market price of securities may go up or down, sometimes rapidly or unpredictably, including due to factors affecting
securities markets generally, particular industries represented in those markets, or the issuer itself.
Equity
Securities, Small- and Mid-Capitalization Companies and Related Market Risk
The
market price of common stocks and other equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may
decline in value due to factors affecting equity securities markets generally, particular industries represented in those markets, or
the issuer itself. The values of equity securities may decline due to general market conditions that are not specifically related to a
particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes
in interest or currency rates or adverse investor sentiment generally. They also may decline due to factors which affect a particular
industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities
generally have greater price volatility than bonds and other debt securities.
Confidential
Information Access Risk
In
managing the Fund, the Adviser may seek to avoid the receipt of material, non-public information (“Confidential Information”)
about the issuers of floating rate loans or other investments being considered for acquisition by the Fund or held in the Fund’s
portfolio if the receipt of the Confidential Information would restrict one or more of the Adviser’s clients, including, potentially,
the Fund, from trading in securities they hold or in which they may invest. In many instances, issuers offer to furnish Confidential Information
to prospective purchasers or holders of the issuer’s loans or other securities. In circumstances when the Adviser declines to receive
Confidential Information from these issuers, the Fund may be disadvantaged in comparison to other investors, including with respect to
evaluating the issuer and the price the Fund would pay or receive when it buys or sells those investments, and the Fund may not take advantage
of investment opportunities that it otherwise might have if it had received such Confidential Information. Further, in situations when
the Fund is asked, for example, to grant consents, waivers or amendments with respect to such investments, the Adviser’s ability
to assess such consents, waivers and amendments may be compromised.
In
certain circumstances, the Adviser may determine to receive Confidential Information, including on behalf of clients other than the Fund.
Receipt of Confidential Information by the Adviser could limit the Fund’s ability to sell certain investments held by the Fund or
pursue certain investment opportunities on behalf of the Fund, potentially for a substantial period of time. In certain situations, the
Adviser may create information walls around persons having access to the Confidential Information to limit the restrictions on others
at the Adviser. Those measures could impair the ability of those persons to assist in managing the Fund. Also, certain issuers of floating
rate loans, other bank loans and related investments may not have any publicly traded securities (“Private Issuers”) and may
offer private information pursuant to confidentiality agreements or similar arrangements. The Adviser may access such private information,
while recognizing that the receipt of that information could potentially limit a Fund’s ability to trade in certain securities if
the Private Issuer later issues publicly traded securities. If the Adviser intentionally or unintentionally comes into possession of Confidential
Information, it may be unable, potentially for a substantial period of time, to sell certain investments held by a Fund.
Restricted
Securities, Rule 144A/Regulation S Securities Risk
The
Fund may hold securities that the Fund is prevented or limited by law or the terms of an agreement from selling (a “restricted security”).
To the extent that the Fund is permitted to sell a restricted security, there can be no assurance that a trading market will exist at
any particular time and the Fund may be unable to dispose of the security promptly at reasonable prices or at all. The Fund may have to
bear the expense of registering the securities for resale and the risk of substantial delays in effecting registration. Also, restricted
securities may be difficult to value because market quotations may not be readily available, and the values of restricted securities may
have significant volatility. Limitations on the resale of restricted securities may have an adverse effect on their marketability, and
may prevent the Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering such securities
for resale and the risk of substantial delays in effecting such registration.
Inflation/Deflation
Risk
Inflation
risk is the risk that the value of assets or income from the Fund’s investments will be worth less in the future as inflation decreases
the value of payments at future dates. As inflation increases, the real value of the Fund’s portfolio could decline. Recently, there
have been inflationary price movements. There can be no assurance that this trend will not continue or that efforts to slow or reverse
inflation will not harm the economy and asset values. Deflation risk is the risk that prices throughout the economy decline over time.
Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a
decline in the value of the Fund’s portfolio.
Market
Disruption and Geopolitical Risk
Various
market risks can affect the price or liquidity of an issuer’s securities in which the Fund may invest. Returns from the securities
in which the Fund invests may underperform returns from the various general securities markets. Different types of securities tend to
go through cycles of outperformance and underperformance in comparison to the general securities markets. Adverse events occurring with
respect to an issuer’s performance or financial position can depress the value of the issuer’s securities. The liquidity in
a market for a particular security will affect its value and may be affected by factors relating to the issuer, as well as the depth of
the market for that security. Other market risks that can affect value include a market’s current attitudes about types of securities,
market reactions to political or economic events, including litigation, and tax and regulatory effects (including lack of adequate regulations
for a market or particular type of instrument). During periods of severe market stress, it is possible that the market for certain investments
held by the Fund, such as loans, may become highly illiquid. In such an event, the Fund may find it difficult to sell the investments
it holds, and, for those investments it is able to sell in such circumstances, the sale price may be significantly lower than, and the
trade settlement period may be longer than, anticipated.
Events
surrounding the COVID-19 pandemic have contributed to significant market volatility, reductions in economic activity, market
closures, and declines in global financial markets. These effects and the effects of other infectious illness outbreaks, epidemics or
pandemics may be short term or may last for an extended period of time, and in either case could result in a substantial economic downturn
or recession. Governmental responses may exacerbate other pre-existing political, social, economic, market and financial risks.
These events may have a significant adverse effect on the Fund’s performance and on the liquidity of the Fund’s investments
and have the potential to impair the ability of the Adviser or the Fund’s other service providers to serve the Fund and could lead
to operational disruptions that negatively impact the Fund.
Markets
may, in response to governmental actions or intervention, or general market conditions, including real or perceived adverse political,
economic or market conditions, tariffs and trade disruptions, inflation, recession, changes in interest or currency rates, lack of liquidity
in the bond markets or adverse investor sentiment, or other external factors, experience periods of high volatility and reduced liquidity.
During those periods, the Fund may have to sell securities at times when it would otherwise not do so, and potentially at unfavorable
prices. Securities may be difficult to value during such periods. Market risk involves the risk that the value of the Fund’s investment
portfolio will change, potentially frequently and in large amounts, as the prices of its investments go up or down. During periods of
severe market stress, it is possible that the market for some or all of the Fund’s investments may become highly volatile and/or
illiquid. In such an event, the Fund may find it difficult to sell some or all of its investments and, for certain assets, the trade settlement
period may be longer than anticipated. The fewer the number of issuers in which the Fund invests and/or the greater the use of leverage,
the greater the potential volatility of the Fund’s portfolio. Recently there have been inflationary price movements, which have
caused the fixed income securities low markets to experience heightened levels of interest rate, volatility and liquidity risk.
The
United States government and the Federal Reserve and foreign governments and central banks may take steps to support financial markets.
They might, for example, take steps to support markets and economic activity generally and to set or maintain low interest rates, such
as by purchasing bonds or making financing broadly available to investors. Such actions may be intended to support certain asset classes
or segments of the markets, but not others, and can have disproportionate, adverse, and unexpected effects on some asset classes or sectors,
including those in which the Fund invests. For example, efforts by governments to provide debt relief to certain consumers or market participants
or to support certain aspects of the market could significantly and adversely affect the value of the Fund’s investments, the Fund’s
earnings, or the Fund’s risk profile, and have other unintended or unexpected effects. Other measures taken by governments and regulators,
including, for example, steps to reverse, withdraw, curtail or taper such activities, could have a material adverse effect on prices for
the Fund’s portfolio of investments and on the management of the Fund. The withdrawal of support, failure of efforts in response
to a financial or other crisis, or investor perception that those efforts are not succeeding could negatively affect financial markets
generally as well as the values and liquidity of the Fund’s investments.
Events
leading to limited liquidity, defaults, non-performance or other adverse developments that affect one industry, such as the financial
services industry, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to
market-wide
liquidity problems, may spread to other industries, and could negatively affect the value and liquidity of the Fund’s investments.
For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature
Bank (“Signature”), the California Department of Financial Protection and Innovation (the “CDFPI”) and the New
York State Department of Financial Services (the “NYSDFS”) closed SVB and Signature on March 10, 2023 and March 12,
2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for SVB and Signature.
Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system,
uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic
pressure on the financial system and capital markets, there can be no assurances of the response of any government or regulator, and any
response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues
related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity
of the capital markets. The situation related to SVB Signature and other regional banks could in the future lead to further rules and
regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying
with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed
rules or regulations could results in increased costs and require significant attention from the Adviser.
Federal,
state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation
of the securities in which the Fund invests or the issuers of such securities in ways that are unforeseeable. Legislation or regulation
also may change the way in which the Fund or the Adviser are regulated. Such legislation, regulation, or other government action could
limit or preclude the Fund’s ability to achieve its investment objective and affect the Fund’s performance.
Political,
social or financial instability, civil unrest, geopolitical tensions, wars, natural disasters and acts of terrorism are other potential
risks that could adversely affect the Fund’s investments or markets generally. In addition, political developments in foreign countries
or the United States may at times subject such countries to sanctions from the U.S. government, foreign governments and/or international
institutions that could negatively affect the Fund’s investments in issuers located in, doing business in or with assets in such
countries. Any or all of the risks described herein can increase some or all of the other risks associated with the Fund’s investments,
including, among others, counterparty risk, debt securities risks, liquidity risk, and valuation risk.
Continuing
uncertainty as to the status of the euro and the European Economic and Monetary Union (“EMU”) and the potential for certain
countries (such as those in the UK) to withdraw from the institution has created significant volatility in currency and financial markets
generally. Any partial or complete dissolution of the EU could have significant adverse effects on currency and financial markets, and
on the values of the Fund’s portfolio investments. In January 2020, the United Kingdom withdrew from the EU. During an 11-month transition
period, the UK and the EU agreed to a Trade and Cooperation Agreement which sets out the agreement for certain parts of the future relationship
between the EU and the UK from January 1, 2021. The Trade and Cooperation Agreement does not include an agreement on financial services
which is yet to be agreed. From January 1, 2021, EU law ceased to apply in the UK. However, many EU laws have been transposed into
English law and these transposed laws will continue to apply until such time as they are repealed, replaced or amended. Depending on the
terms of any future agreement between the EU and the UK on financial services, substantial amendments to English law may occur. Significant
uncertainty remains in the market regarding the ramifications of these developments, and the range and potential implications of possible
political, regulatory, economic and market outcomes are difficult to predict. The markets may be further disrupted and adversely affected
by the withdrawal at various times given the uncertainty surrounding the country’s trade, financial, and other arrangements.
Russia’s
invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider
conflict could increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The United
States and other countries have imposed broad-ranging economic sanctions on Russia, certain Russian individuals, banking entities and
corporations, and Belarus as a response to Russia’s invasion of Ukraine, and may impose sanctions on other countries that provide
military or economic support to Russia. The extent and duration of Russia’s military actions and the repercussions of such actions
(including any retaliatory actions or countermeasures that may be taken by those subject to sanctions, including cyber attacks) are impossible
to predict, but could result in significant market disruptions, including in certain industries or sectors, such as the oil and natural
gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could significantly
impact the Fund’s performance and the value of an investment in the Fund, even if the Fund does not have direct exposure to Russian
issuers or issuers in other countries affected by the invasion.
The
Fund may continue to issue additional shares and to make additional investments in instruments in accordance with the Fund’s principal
investment strategies to strive to meet the Fund’s investment objective under all types of market conditions, including unfavorable
market conditions.
Portfolio
Turnover Risk
The
length of time the Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities
held by the Fund is known as portfolio turnover. Portfolio turnover generally involves a number of direct and indirect costs and expenses
to the Fund, including, for example, brokerage commissions, dealer mark-ups and bid/ask spreads, and transaction costs on the
sale of securities and reinvestment in other securities, and may result in the realization of taxable capital gains (including short-term
capital gains, which are generally taxable to shareholders subject to tax at ordinary income rates). Portfolio turnover risk includes
the risk that frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in larger distributions
of taxable capital gains to investors as compared to a fund that trades less frequently.
Legal
and Regulatory Risk
Legal,
tax and regulatory changes (which may apply with retroactive effect) could occur and may adversely affect the Fund and its ability to
pursue its investment strategies and/or increase the costs of implementing such strategies. New (or revised) laws or regulations may be
imposed by the CFTC, the SEC, the Internal Revenue Service (“IRS”), the U.S. Federal Reserve or other banking regulators,
other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect
the Fund. In particular, these agencies have implemented or are implementing a variety of new rules pursuant to financial reform legislation
in the United States. The EU, the United Kingdom and some other jurisdictions have implemented or are implementing similar requirements.
The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental
regulatory authorities or self-regulatory organizations.
In
addition, the securities and derivatives markets are subject to comprehensive statutes, regulations and margin requirements. The CFTC,
the SEC, the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized under
these statutes, regulations and otherwise to take extraordinary actions in the event of market emergencies. The Fund and the Adviser have
historically been eligible for exemptions from certain regulations. However, there is no assurance that the Fund and the Adviser will
continue to be eligible for such exemptions.
The
CFTC, certain foreign regulators and many futures exchanges have established (and continue to evaluate and revise) speculative position
limits, referred to as “position limits,” on the maximum net long or net short positions which any person or entity may hold
or control in certain futures and options on futures contracts. In addition, U.S. federal position limits apply to swaps that are economically
equivalent to futures contracts on certain agricultural, metals and energy commodities. Unless an exemption applies, all positions owned
or controlled by the same person or entity, even if in different accounts, must be aggregated for purposes of determining whether the
applicable position limits have been exceeded, unless an exemption applies. Thus, even if the Fund does not intend to exceed applicable
position limits, it is possible that different clients managed by the Adviser and its related parties may be aggregated for this purpose.
Therefore, trading decisions of the Adviser may have to be modified and positions held by the Fund may have to be liquidated in order
to avoid exceeding such limits. Any modifications of trading decisions or elimination of open positions, if it occurs, may adversely affect
the performance of the Fund and the Fund’s ability to pursue its investment strategies. A violation of position limits could also
lead to regulatory action materially adverse to a Fund’s investment strategies. The Fund may also be affected by other regimes,
including those of the EU and UK, and trading venues that impose position limits on commodity derivatives contracts.
Rules
implementing the credit risk retention requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”) for asset-backed securities require the sponsor of certain securitization vehicles (or a majority owned affiliate of such
sponsor) to retain, and to refrain from transferring, selling, conveying to a third party, or hedging the credit risk on a portion of
the assets transferred, sold, or conveyed through the issuance of the asset-backed securities of such vehicle, subject to certain exceptions.
These requirements may increase the costs to originators, securitizers, and, in certain cases, collateral managers of securitization vehicles
in which the Fund may invest, which costs could be passed along to the Fund as an investor in such vehicles. In addition, the costs imposed
by the risk retention rules on originators, securitizers and/or collateral managers may result in a reduction of the number of new offerings
of asset-backed securities and thus in fewer investment opportunities for the Fund. A reduction in the number of new securitizations could
also reduce liquidity in the markets for certain types of financial assets that are typically held by securitization vehicles, which in
turn could negatively affect the returns on the Fund’s investment in asset-backed securities.
Investors
should also be aware that some EU-regulated institutions (including banks, certain investment firms, and authorized managers of alternative
investment funds) are restricted from investing in securitizations (including U.S.-related securitizations), unless, in summary: (i) the
institution is able to demonstrate that it has undertaken certain due diligence in respect of various matters, including its investment
position, the underlying assets, and (in the case of authorized managers of alternative investment funds) the sponsor and the originator
of the securitization; and (ii) the originator, sponsor, or original lender of the securitization has explicitly disclosed to the institution
that it will retain, on an ongoing basis, a net economic interest of not less than 5% of specified credit risk
tranches
or asset exposures related to the securitization. Although these requirements do not apply directly to the Fund, the costs of compliance,
in the case of any securitization within the EU risk retention rules in which the Fund has invested or is seeking to invest, could be
indirectly borne by the Fund and the other investors in the securitization.
Tax
Risk
The
Fund has elected to be treated as a regulated investment company (“RIC”) under the Code and intends each year to qualify and
be eligible to be treated as such. If the Fund qualifies as a RIC, it generally will not be subject to U.S. federal income tax on its
net investment income or net short-term or long-term capital gains, distributed (or deemed distributed) to shareholders, provided that,
for each taxable year, the Fund distributes (or is treated as distributing) to its shareholders an amount equal to or exceeding 90% of
its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends,
taxable interest and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible
expenses). The Fund intends to distribute all or substantially all of its investment company taxable income and net capital gain each
year. In order for the Fund to qualify as a RIC in any taxable year, the Fund must meet certain asset diversification tests and at least
90% of its gross income for such year must be certain types of qualifying income. If for any taxable year the Fund were to fail to meet
the income or diversification test described above, the Fund could in some cases cure the failure, including by paying a fund-level tax
and, in the case of a diversification test failure, disposing of certain assets. Some of the income and gain that the Fund may recognize,
such as income and gain from real estate assets received upon foreclosure of a loan held by the Fund, generally does not constitute qualifying
income, and whether certain other income and gain that the Fund may recognize constitutes qualifying income is not certain. The Fund’s
investments therefore may be limited by the Fund’s intention to qualify as a RIC and may bear on the Fund’s ability to so
qualify.
The
Fund may hold certain investments that do not give rise to qualifying income through one or more wholly-owned and controlled Subsidiaries
treated as U.S. corporations for U.S. federal income tax purposes. Such Subsidiaries will be required to pay U.S. corporate income tax
on their earnings, which ultimately will reduce the yield on such investments. Depending on the assets held by the Subsidiary and other
considerations, a Subsidiary may qualify and elect to be treated as a REIT for federal income tax purposes, in which case such Subsidiary
generally would not be subject to U.S. corporate income tax to the extent such Subsidiary timely distributes all its income and gain.
The Fund may not invest more than 25% of its total assets in (i) any one Subsidiary or (i) two or more Subsidiaries that are treated
as being in the same, similar or related trades or businesses for purposes of the diversification tests applicable to RICs.
If
the Fund were ineligible to or otherwise did not cure such failure for any year, or were otherwise to fail to qualify as a RIC accorded
special tax treatment in any taxable year, it would be treated as a corporation subject to U.S. federal income tax, thereby subjecting
any income earned by the Fund to tax at the corporate level and, when such income is distributed, to a further tax as dividends at the
shareholder level to the extent of the Fund’s current or accumulated earnings and profits.
Repurchase
Agreements Risk
In
the event of a default or bankruptcy by a selling financial institution under a repurchase agreement, the Fund will seek to sell the underlying
security serving as collateral. However, this could involve certain costs or delays, and, to the extent that proceeds from any sale were
less than the repurchase price, the Fund could suffer a loss.
Zero-Coupon
Bond Risk
Zero-coupon
bonds are issued at a significant discount from their principal amount in lieu of paying interest periodically. Because zero-coupon bonds
do not pay current interest in cash, their value is subject to greater fluctuation in response to changes in market interest rates than
bonds that pay interest currently. Zero-coupon bonds allow an issuer to avoid the need to generate cash to meet current interest payments.
Accordingly, such bonds may involve greater credit risks than bonds paying interest currently in cash. The Fund is required to accrue
interest income on such investments and to distribute such amounts at least annually to shareholders even though the investments do not
make any current interest payments. Thus, it may be necessary at times for the Fund to liquidate other investments in order to satisfy
its distribution requirements under the Code.
Operational
and Information Security Risks
The
Fund and its service providers depend on complex information technology and communications systems to conduct business functions, making
them susceptible to operational and information security risks. Any problems relating to the performance and effectiveness of security
procedures used by the Fund or its service providers to protect the Fund’s assets, such as algorithms, codes, passwords, multiple
signature systems, encryption and telephone call-backs, may have an adverse impact on an investment in the Fund. For example, design or
system failures or malfunctions, human error, faulty software or data processing systems, power or communications outages, acts of God,
or cyber- attacks may lead to operational disruptions and potential losses to the Fund. Cyber-attacks include, among other behaviors,
stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential
information and causing operational disruption. Successful cyber- attacks against, or security breakdowns of, the Fund or its Adviser,
custodian, fund accountant, fund administrator, transfer agent, pricing vendors and/or other third party service providers may adversely
impact the Fund and its shareholders. For instance, cyber- attacks or other operational issues may interfere with the processing of shareholder
transactions, impact the Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential
Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and/or additional compliance costs. The Fund also may incur substantial costs for cybersecurity
risk management in order to guard against any cyber incidents in the future.
Furthermore,
as the Fund’s assets grow, it may become a more appealing target for cybersecurity threats such as hackers and malware. In general,
cyber-attacks result from deliberate attacks but unintentional events may have effects similar to those caused by cyber-attacks. Additionally,
outside parties may attempt to fraudulently induce employees of the Fund or the Adviser or its service providers to disclose sensitive
information in order to gain access to the Fund’s infrastructure. Similar types of risks also are present for issuers of securities
in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment
in such securities to lose value. In addition, cyber- attacks involving a counterparty to the Fund could affect such a counterparty’s
ability to meet its obligations to the Fund, which may result in losses to the Fund and its shareholders. In addition, the adoption of
work-from-home arrangements by the Fund, the Adviser or its service providers could increase all of the above risks, create additional
data and information accessibility concerns, and make the Fund, the Adviser or its service providers more susceptible to operational disruptions,
any of which could adversely impact their operations. While the Fund or its service providers may have established business continuity
plans and systems designed to guard against such operational failures and cyber-attacks and the adverse effects of such events, there
are inherent limitations in such plans and systems including the possibility that certain risks have not been identified, in large part
because different, evolving or unknown threats or risks may emerge in the future. The Adviser and the Fund do not control the business
continuity and cybersecurity plans and systems put in place by third-party service providers, and such third-party service providers may
have no or limited indemnification obligations to the Adviser or the Fund.
Preferred
Securities Risk
In
addition to many of the risks associated with both debt securities (e.g., interest rate risk
and credit risk) and common shares or other equity securities, preferred securities typically contain provisions that allow an issuer,
under certain conditions, to skip (in the case of noncumulative preferred securities) or defer (in the case of cumulative preferred securities)
dividend payments. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income
for tax purposes while it is not receiving any distributions.
In
addition, preferred securities typically do not provide any voting rights, except in some cases in which dividends are in arrears beyond
a certain time period, which varies by issue. Preferred securities are generally subordinated to bonds and other debt instruments in a
company’s capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to
greater credit risk than those debt instruments. Preferred securities may be substantially less liquid than many other securities.
Other
Investment Companies Risk
As
a shareholder in an investment company, the Fund will bear its ratable share of that investment company’s expenses, and would remain
subject to payment of the Fund’s investment management fees with respect to the assets so invested. Common Shareholders would therefore
be subject to duplicative expenses to the extent the Fund invests in other investment companies. In addition, these other investment companies
may use leverage, in which case an investment would subject the Fund to additional risks associated with leverage.
Anti-Takeover
Provisions Risk
The
Fund’s Declaration of Trust includes provisions that could limit the ability of other entities or persons to acquire control of
the Fund or to convert the Fund to open-end status. These provisions in the Declaration of Trust could have the effect of depriving
the Common Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares
or at NAV.
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