UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

(Amendment No.            )

 

 

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 Preliminary Proxy Statement
 

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 Definitive Proxy Statement
 Definitive Additional Materials
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Angel Oak Financial Strategies Income Term Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST

3344 Peachtree Road NE, Suite 1725

Atlanta, Georgia 30326

(404)953-4900

Dear Shareholder:April 27, 2020

A special meeting of shareholders (with any postponements or adjournments, the “Special Meeting”) of Angel Oak Financial Strategies Income Term Trust (the “Fund”), a Delaware statutory trust, is scheduled to be held at the offices of Angel Oak Capital Advisors, LLC, located at 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326, on May 27, 2020, at 10:00 a.m. Eastern Time, to vote on each of the proposals below (the “Proposals”):

Proposal 1: To approve the issuance of additional common shares of beneficial interest of the Fund in connection with the reorganization of Vivaldi Opportunities Fund, anotherclosed-end fund, with and into the Fund

Proposal 2:To ratify the selection of Cohen & Company, Ltd. as the Fund’s independent registered public accounting firm for the fiscal year ending January 31, 2021

The Proposals are each described in more detail in the enclosed Proxy Statement. We encourage you to review this information carefully.

After careful consideration, the Board of Trustees of the Fund recommends that you vote “FOR” each of the Proposals.

The enclosed materials explain each of the Proposals in more detail, and you are encouraged to review them carefully. Although you are welcome to attend the Special Meeting in person, most shareholders find it more convenient to vote their shares by proxy. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Special Meeting. You may vote using one of the methods below by following the instructions on your proxy card:

By touch-tone telephone;

By internet;

By returning the enclosed proxy card in the postage-paid envelope; or

In person at the Special Meeting.

If you do not vote using one of these methods, you may be contacted by Okapi Partners LLC, a proxy solicitor, to vote your shares over the phone.

The Fund is sensitive to the health and travel concerns the Fund’s shareholders may have and the protocols that federal, state and local governments may impose. Due to the difficulties arising from the coronavirus known asCOVID-19, the date, time, location or means of conducting the Special Meeting may change. In the event of such a change, the Fund will announce alternative arrangements for the Special Meeting as promptly as practicable, which may include holding the Special Meeting by means of remote communication, among other steps, but the Fund may not deliver additional soliciting materials to shareholders or otherwise amend the Fund’s proxy materials. The Fund plans to announce these changes, if any, at angeloakcapital.com/fins and encourages you to check this website prior to the Special Meeting if you plan to attend.

As always, we appreciate your support.

Sincerely,

/s/ Dory S. Black

Dory S. Black, Esq.

President, Angel Oak Financial Strategies Income Term Trust


ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST

3344 Peachtree Road NE, Suite 1725

Atlanta, Georgia 30326

(404)953-4900

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 27, 2020

Notice is hereby given that a special meeting of shareholders (with any postponements or adjournments, the “Special Meeting”) of Angel Oak Financial Strategies Income Term Trust (the “Fund”), a Delaware statutory trust, is scheduled to be held at the offices of Angel Oak Capital Advisors, LLC, located at 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326, on May 27, 2020, at 10:00 a.m. Eastern Time, to vote on each of the proposals below (the “Proposals”).1, 2023

Proposal 1:To approve the issuance of additional common shares of beneficial interest of the Fund in connection with the reorganization of Vivaldi Opportunities Fund, anotherclosed-end fund, with and into the Fund

Proposal 2:To ratify the selection of Cohen & Company, Ltd. as the Fund’s independent registered public accounting firm for the fiscal year ending January 31, 2021

Shareholders of record as of the close of business on April 6, 2020, the record date (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting.

Whether or not you are planning to attend the Special Meeting, please vote prior to 11:59 p.m. Eastern Time onMay 26, 2020. Voting is quick and easy.Voting by proxy will not prevent you from voting your shares in person at the Special Meeting. If you hold shares through a broker, bank or other nominee, you must follow the instructions you receive from your nominee in order to revoke your voting instructions. You may revoke your proxy by (1) giving written notice of the revocation to the Secretary of the Fund stating that the proxy is revoked; (2) a subsequent proxy executed by such shareholder; or (3) attending the Special Meeting and voting in person.

The Fund is sensitive to the health and travel concerns the Fund’s shareholders may have and the protocols that federal, state and local governments may impose. Due to the difficulties arising from the coronavirus known asCOVID-19, the date, time, location or means of conducting the Special Meeting may change. In the event of such a change, the Fund will announce alternative arrangements for the Special Meeting as promptly as practicable, which may include holding the Special Meeting by means of remote communication, among other steps, but the Fund may not deliver additional soliciting materials to shareholders or otherwise amend the Fund’s proxy materials. The Fund plans to announce these changes, if any, at angeloakcapital.com/fins and encourages you to check this website prior to the Special Meeting if you plan to attend.

By order of the Board of Trustees,

/s/ Lu Chang

Lu Chang

Secretary, Angel Oak Financial Strategies Income Term Trust

Important Notice Regarding Internet Availability of Proxy Materials for the Special Meeting to be Held on May 27, 2020:

The Proxy Statement, the Notice of the Special Meeting, any accompanying materials and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders are available to you on the Internet at www.okapivote.com/angeloak.


QUESTIONS & ANSWERS

The following is a summary of more complete information appearing later in the attached Proxy Statement. You should read carefully the entire Proxy Statement because it contains details that are not in the Questions and Answers.

Overview:

Q:

Why is a shareholder meeting being held?

A:

With respect to Proposal 1, you are being asked to approve the issuance of additional common shares of beneficial interest (“common shares”) of the Fund in connection with the transfer of all of the assets of the Vivaldi Opportunities Fund (the “Acquired Fund”), a Maryland corporation, with and into the Fund in exchange solely for newly issued common shares of the Fund and the assumption by the Fund of the accrued and unpaid liabilities of the Acquired Fund and the distribution of the shares of the Fund to the shareholders of the Acquired Fund and complete liquidation of the Acquired Fund (the “Reorganization”). The purpose of this proposal is to enable the Fund to have a sufficient number of common shares to issue to the Acquired Fund to effect the Reorganization, which is expected to occur on or about May 29, 2020.

The Acquired Fund and the Fund (together, the “Funds”) are each aclosed-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), with different investment objectives, principal investment strategies and principal risks, among other differences. The Fund would be the accounting and performance survivor of the Reorganization. The Fund as it would exist after the Reorganization is referred to as the “Combined Fund.”

Separately, the shareholders of the Acquired Fund are being asked to approve the Agreement and Plan of Reorganization (the “Reorganization Agreement”).

With respect to Proposal 2, you are being asked to ratify the selection of Cohen & Company, Ltd as the Fund’s independent registered public accounting firm for the fiscal year ending January 31, 2021.

Proposal 1:

Q:

Why is the vote of shareholders of the Fund being solicited in connection with the Reorganization?

A:

Although the Fund will continue its legal existence and operations after the Reorganization, the rules of the New York Stock Exchange (the “NYSE”) (on which the Fund’s common shares are listed) require the Fund’s shareholders to approve the issuance of additional common shares in connection with the Reorganization.

Q:

How will the Reorganization benefit the Fund and its shareholders?

A:

The Reorganization is expected to benefit the Fund’s shareholders in a number of important ways. First, the Reorganization is expected to provide greater opportunities to realize economies of scale by combining the Fund’s assets with the assets of the Acquired Fund resulting in a larger fund. If the Reorganization was consummated following the market close on March 31, 2020, the Reorganization would increase the Fund’s net assets by $68,088,086, an approximate 31.61% increase in the Fund’s net assets. As discussed in more detail below, the Fund’s total annual operating expenses (before any fee waivers/expense limitation arrangements) are estimated to decrease from 2.79% to 2.51% as a result of the Reorganization.

Moreover, the additional assets may increase the market profile of the Fund. A heightened market profile may lead to increased trading volume of the Fund’s shares, which may result in tighterbid-ask spreads and better trade execution for the Fund’s shares when purchasing or selling the Fund’s shares after the Reorganization.

The increase in net assets of the Fund following the Reorganization also may achieve certain operating and administrative efficiencies, including greater investment flexibility and investment options, greater

ii


diversification of portfolio investments, the ability to trade larger positions and additional sources of leverage (or more competitive leverage terms and more favorable transaction terms).

Q:

How will the fees and expenses of the Combined Fund compare to those of the Fund?

A:

The contractual advisory fee of the Fund is 1.35% of the Fund’s average daily net assets, plus the amount of any borrowings for investment purposes, and will not change as a result of the Reorganization.

Following the consummation of the Reorganization, the total annual operating expense ratio of the Combined Fund is expected to be lower than the current total annual operating expense ratio of the Fund. The total annual operating expenses (before any fee waivers/expense limitation arrangements) for the Fund andpro forma for the Combined Fund are 2.79% and 2.51%, respectively.Pro forma combined fees and expenses are estimated in good faith and are hypothetical. There can be no assurance that future expenses will not increase or that any estimated expense savings will be realized.

In addition, Angel Oak Capital Advisors, LLC (“Angel Oak”), the investment adviser of the Fund, has contractually agreed to waive its fees and/or reimburse certain expenses (exclusive of any front-end sales loads, taxes, interest on borrowings, dividends on securities sold short, brokerage commissions, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization and extraordinary expenses) to limit the Total Annual Fund Operating Expenses of the Combined Fund to 2.50% of the Combined Fund’s average daily net assets for two years after the Reorganization.

Q:

How will the Reorganization be effected?

A:

Assuming the Acquired Fund’s shareholders approve the Reorganization and the Fund’s shareholders approve the issuance of Fund common shares, the Acquired Fund will transfer all of its assets to the Fund in exchange for common shares of the Fund, and the assumption by the Fund of all the accrued and unpaid liabilities of the Acquired Fund. Following the Reorganization, the Acquired Fund will be dissolved and terminated in accordance with its Articles of Incorporation and Bylaws and the 1940 Act.

If shareholders of the Acquired Fund approve the Reorganization Agreement and the Reorganization is completed, shareholders of the Acquired Fund will become shareholders of the Fund. Holders of shares of common stock of the Acquired Fund will receive newly issued common shares of the Fund, par value $0.001 per share, the aggregate net asset value (not the market value) of which will equal the aggregate net asset value (not the market value) of the shares of common stock of the Acquired Fund held by Acquired Fund shareholders immediately prior to the Reorganization (although shareholders will receive cash for fractional shares).

Shareholders of the Fund will remain shareholders of the Fund.

Q:

At what prices have shares of common stock of the Acquired Fund and common shares of the Fund historically traded?

A:

Common shares of each Fund have from time to time traded below their net asset values. As of March 31, 2020, the Acquired Fund shares of common stock were trading at a 6.39% discount to its net asset value, and the Fund common shares were trading at an 8.56% discount to its net asset value. There can be no assurance that, after the Reorganization, common shares of the Combined Fund will trade at, above or below net asset value. As of March 31, 2020, the net asset value per common share of the Fund was $18.70.

Please see “Share Price Data” in the Proxy Statement for additional information.

iii


Q:

Will my rights and privileges as a shareholder change after the Reorganization?

A:

No. Your rights and privileges as a shareholder will not change in any substantial way as a result of the Reorganization. While voting dilution proportionate to the increase in assets would be likely to occur, shareholders of the Fund will not suffer any economic dilution as a result of the Reorganization.

Q:

Will the Reorganization impact Fund distributions to shareholders?

A:

The Combined Fund expects to follow the same frequency of payments as each of the Fund and the Acquired Fund and make monthly distributions to shareholders. The Combined Fund intends to make its first distribution to shareholders in the month immediately following the Reorganization so there is no gap in distribution payments.

Q:

Who will manage the Combined Fund’s portfolio?

A:

The Combined Fund will be managed by Angel Oak, the Fund’s current investment adviser. Furthermore, the Fund’s current portfolio management team will continue to be primarily responsible for theday-to-day management of the Combined Fund’s portfolio.

Q:

Will there be any significant portfolio transitioning in connection with the Reorganization?

A:

It is anticipated that approximately 90% of the securities held by the Acquired Fund will be sold by the Acquired Fund shortly before the closing of the Reorganization. There are expected to be no transaction costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases made in connection with the Reorganization. To the extent there are any transaction costs, these will be borne by the Acquired Fund with respect to the portfolio transitioning conducted before the Reorganization and borne by the Combined Fund with respect to the portfolio transitioning conducted after the Reorganization.

As of March 31, 2020, the Acquired Fund had a net short term unrealized loss of approximately $5,098,795 (approximately $0.89 per share) and a net long term unrealized loss of $2,842,570 (approximately $0.50 per share). It is currently estimated that the Acquired Fund will distribute no capital gains to the Acquired Fund shareholders as a result of the portfolio transitioning conducted in connection with the Reorganization. The Acquired Fund did not have any capital loss carryforwards as of December 31, 2019; therefore, capital loss carryforwards will have no tax impact on portfolio transitioning conducted by the Acquired Fund in connection with the Reorganization.

Q:

Who will pay for the costs associated with the Special Meeting and the Reorganization?

A:

Angel Oak will bear expenses incurred in connection with the Special Meeting. Angel Oak and Vivaldi Asset Management, LLC (“Vivaldi”), the investment adviser to the Acquired Fund, will bear expenses incurred in connection with the Reorganization, as agreed to by those parties. The expenses of the Special Meeting and the Reorganization are estimated to be $16,610 and $520,000, respectively. Angel Oak and Vivaldi will bear expenses incurred in connection with the Reorganization, as agreed to by those parties, whether or not the Reorganization is consummated.

Q:

Is the Reorganization expected to be taxable to shareholders of the Fund?

A:

No. The Reorganization is not expected to be a taxable event for shareholders of the Fund.

iv


Q:

What happens if the issuance of additional common shares by the Fund is not approved by the Fund shareholders?

A:

Completion of the Reorganization requires both the approval of the Reorganization Agreement by the Acquired Fund’s shareholders and approval of the issuance of Fund common shares by the Fund’s shareholders. If the Reorganization Agreement is not approved by shareholders of the Acquired Fund or the issuance of the Fund’s common shares is not approved by shareholders of the Fund, the Reorganization will not be effected and the Fund’s common shares will not be issued.

Proposal 2:

Q:

Why are shareholders of the Fund being solicited to vote to ratify the selection of Cohen & Company, Ltd. as the Fund’s independent registered public accounting firm?

A:

At a meeting of the Board held on April1-2, 2020, the Audit, Financial and Administrative Oversight Committee (“Audit Committee”) selected and recommended, and the Board, including a majority of the trustees who are not “interested persons” of the Fund (as defined in the 1940 Act), approved, the selection of Cohen & Company, Ltd.to act as the independent registered public accounting firm for the Fund for the fiscal year ending January 31, 2021. The shareholders of the Fund are being asked to ratify this selection. If the shareholders of the Fund fail to ratify the selection of Cohen & Company, Ltd.to serve as the independent registered public accounting firm for the year ending January 31, 2021, the Audit Committee and the Board will reconsider the continued retention of Cohen & Company, Ltd. Approval of this proposal and the proposal to issue additional common shares are not contingent on one another.

Other:

Q:

How does the Board of the Fund suggest that I vote?

A:

After careful consideration, the Board recommends that you vote “FOR” each proposal.

Q:

How do I vote my proxy?

A:

If your shares are held in “street name” by a broker or bank, you will receive information regarding how to instruct your bank or broker to cast your votes. If you are shareholders of record, you may authorize a proxy to vote your shares by mail, phone, or internet or you may vote in person at the Special Meeting. To authorize a proxy to vote your shares by mail, please mark your vote on the enclosed proxy card and sign, date and return the card in the postage-paid envelope provided. If you choose to authorize a proxy to vote your shares by phone or internet, please refer to the instructions found on the proxy card accompanying the Proxy Statement. To authorize a proxy to vote your shares by phone or internet, you will need the “control number” that appears on the proxy card.

Q:

Whom do I contact for further information?

A:

If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Okapi Partners LLC toll-free at855-208-8903.

Please complete, sign and return the enclosed proxy card in the enclosed envelope. You may proxy vote by internet or telephone in accordance with the instructions set forth on the enclosed proxy card. No postage is required if mailed in the United States.

v


PROXY STATEMENT

April 27, 2020

for the Special Meeting of Shareholders

to be held on May 27, 2020

ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST

3344 Peachtree Road NE, Suite 1725

Atlanta, Georgia 30326

(404)953-4900

This Proxy Statement is furnished to you as a common shareholderANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 29, 2023

Dear Shareholder:

The annual meeting of shareholders (with any postponements or adjournments, the “Meeting”) of Angel Oak Financial Strategies Income Term Trust (the “Fund”), a Delaware statutory trust, aclosed-end management investment company registered under the Investment Company Act of 1940,organized as amended (the “1940 Act”). A special meeting (with any postponements or adjournments, the “Special Meeting”) of shareholders of the Funda Delaware statutory trust, is scheduled to be held on June 29, 2023, beginning at 1:00 p.m. Eastern Time, at the offices of Angel Oak Capital Advisors, LLC, (“Angel Oak”), located at 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326, on May 27, 2020, at 10:00 a.m. Eastern Time, to vote on each1370 Avenue of the proposals below (the “Proposals”):

Proposal 1:To approve the issuance of additional common shares of beneficial interest of the Fund in connection with the reorganization of Vivaldi Opportunities Fund, anotherclosed-end fund, with and into the Fund

Proposal 2:To ratify the selection of Cohen & Company, Ltd. as the Fund’s independent registered public accounting firmAmericas, Suite 2800, New York, New York 10019, for the fiscal year ending January 31, 2021following purposes:

If you are unable to attend the Special Meeting,

1.

To elect each of Ira P. Cohen and Samuel R. Dunlap, III as a Class III Trustee of the Board of Trustees of the Fund (the “Proposal”); and

2.

To transact such other business as may properly come before the Meeting.

The Board of Trustees (the “Board”) of the Fund requestshas reviewed the qualifications and background of the Class III Trustee nominees and believes that their experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees of the Fund lead to the conclusion that they possess the requisite skills and attributes as Trustees to carry out oversight responsibilities with respect to the Fund.

The Board recommends that you vote “FOR” Ira P. Cohen and Samuel R. Dunlap, III as the Class III Trustees of the Board of Trustees of the Fund.

The enclosed materials explain the Proposal in more detail, and you are encouraged to review them carefully. Although you are welcome to attend the Meeting in person, most shareholders find it more convenient to vote their shares by proxy. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Meeting. You may vote using one of the methods below by completing andfollowing the instructions on your proxy card:

By touch-tone telephone;

By internet;

By returning the enclosed proxy card or by recording your voting instructions by telephone or viain the Internet. The approximate mailing datepostage-paid envelope; or

In person at the Meeting.

To avoid unnecessary expenses, please respond promptly. Please carefully read the full text of thisthe enclosed Proxy Statement and accompanying formvote by mail, on the Internet, by phone or in person.

If you do not vote using one of these methods, you may be contacted by Okapi Partners LLC, the Fund’s proxy solicitor, to vote your shares over the phone. Your vote is May 7, 2020.very important to us regardless of the number of shares of the Fund you own. Whether or not you plan to attend the Meeting in person, please read the Proxy Statement and cast your vote promptly. It is important that your vote be received by no later than 11:59 p.m. Eastern Time on June 28, 2023. A proxy card accompanies the Proxy Statement. If you have any questions before you vote, please call toll-free (877) 274-8654.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

Sincerely,

/s/ Adam Langley

Adam Langley

President, Angel Oak Financial Strategies Income Term Trust


ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST

3344 Peachtree Road NE, Suite 1725

Atlanta, Georgia 30326

(404) 953-4900

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 29, 2023

Dear Shareholder:

Notice is hereby given that the annual meeting of shareholders (with any postponements or adjournments, the “Meeting”) of Angel Oak Financial Strategies Income Term Trust (the “Fund”), a closed-end management investment company organized as a Delaware statutory trust, is scheduled to be held on June 29, 2023, beginning at 1:00 p.m. Eastern Time, at the offices of Angel Oak Capital Advisors, LLC, 1370 Avenue of the Americas, Suite 2800, New York, New York 10019, for the following purposes:

1.

To elect each of Ira P. Cohen and Samuel R. Dunlap, III as a Class III Trustee of the Board of Trustees of the Fund (the “Proposal”); and

2.

To transact such other business as may properly come before the Meeting.

Shareholders of record as of the close of business on April 6, 2020,11, 2023, the record date (the “Record Date”), are entitled

to notice of, and to vote at, the Special Meeting.

Shareholders of the FundWhether or not you are being asked to consider and vote on (i) the issuance of additional common shares of beneficial interest (“common shares”) of the Fund in connection with the reorganization of Vivaldi Opportunities Fund (the “Acquired Fund”), anotherclosed-end management investment company registered under the 1940 Act, with and into the Fund (the “Reorganization”) and (ii) the ratification of Cohen & Company, Ltd. as the Fund’s independent registered public accounting firm for the fiscal year ending January 31, 2021. The common shares of the Fund are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “FINS” and will continue to be so listed following the Reorganization. The shares of common stock of the Acquired Fund are listed on the NYSE under the ticker symbol “VAM.”

The Board of Trustees (“Board”) of the Fund believes that the Reorganization may benefit the Fund and its shareholders, including through potential economies of scale, improved secondary market trading and certain operating and administrative efficiencies.

After careful consideration, the Board recommends that you vote “FOR” each of the Proposals.

1


The Annual Report to shareholders of the Fund for the fiscal period ended January 31, 2020, and any more recent reports for the Fund filed after the date hereof, may be obtained without charge:

By Phone:

(855)751-4324

By Mail:

Angel Oak Funds

c/o U.S. Bank Global Fund Services

P.O. Box 701

Milwaukee, WI 53201-0701

By Internet:

www.angeloakcapital.com

The Fund is subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and, in accordance therewith, file reports, proxy statements, proxy materials and other information with the Securities and Exchange Commission (“SEC”). You also may view or obtain the foregoing documents from the SEC:

Bye-mail:

publicinfo@sec.gov (duplicating fee required)

By Internet:

www.sec.gov

This Proxy Statement sets forth concisely the information that shareholders of the Fund should know before voting on the Proposals. Please read it carefully and retain it for future reference. No person has been authorized to give any information or make any representation not contained in this Proxy Statement and, if so given or made, such information or representation must not be relied upon as having been authorized.

THE SEC HAS NOT APPROVED OR DISAPPROVED THE FUND’S SHARES TO BE ISSUED IN THE REORGANIZATION OR PASSED UPON THE ADEQUACY OF THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

2


PROPOSAL 1: TO APPROVE THE ISSUANCE OF ADDITIONAL COMMON SHARES OF BENEFICIAL INTEREST OF THE FUND IN CONNECTION WITH THE REORGANIZATION OF VIVALDI OPPORTUNITIES FUND, ANOTHERCLOSED-END FUND, WITH AND INTO THE FUND

General

The Board of the Fund and the Board of Directors of the Acquired Fund, including the trustees (or directors) who are not “interested persons” of the respective Fund (as defined in the 1940 Act) (the “Independent Trustees”), have approved the Agreement and Plan of Reorganization (the “Reorganization Agreement”). For purposes of this Proxy Statement, the Fund as it would exist after the Reorganization is referred to as the “Combined Fund.”

Subject to shareholder approval of the Reorganization Agreement by the shareholders of the Acquired Fund and of the issuance of Fund common shares by the shareholders of the Fund, the Reorganization Agreement provides for:

the transfer of all of the assets of the Acquired Fund to the Fund, in exchange solely for shares of the Fund;

the assumption by the Fund of the accrued and unpaid liabilities of the Acquired Fund;

the distribution of common shares of the Fund to the shareholders of the Acquired Fund (or cash in lieu of fractional shares); and

the complete liquidation of the Acquired Fund.

It is expected that the Reorganization will occur on or about May 29, 2020.

The aggregate net asset value (not the market value) of Fund common shares received by the shareholders of the Acquired Fund in the Reorganization would equal the aggregate net asset value (not the market value) of the Acquired Fund shares of common stock held immediately prior to the Reorganization (although shareholders will receive cash for fractional shares). The market value of the common shares of the Fund after the Reorganization may be more or less than the market value of either the shares of common stock of the Acquired Fund or the common shares of the Fund prior to the Reorganization.

It is anticipated that approximately 90% of the securities held by the Acquired Fund will be sold shortly before the closing of the Reorganization and reinvested after the closing in accordance with the investment strategies of the Fund. The transaction costs associated with these sales and purchases (including brokerage commissions, transaction charges and related fees) will be borne by the Acquired Fund or the Fund, depending on when each holding is sold. Approximately 90% of the assets being transferred from the Acquired Fund to the Fund will be cash, and the Fund will bear the transaction costs associated with investing the cash.

Background and Reasons for Proposal 1

The Board requests that, at the Special Meeting, shareholders of the Fund approve the issuance of additional common shares of the Fund in connection with the Reorganization. If the Reorganization was consummated following the market close on March 31, 2020, the Reorganization would increase the Fund’s net assets by $68,088,086, an approximate 31.61% increase in the Fund’s net assets. It is anticipated that the increased asset size of the Fund will provide opportunities for the Fund to realize greater economies of scale, which can lower annual Fund operating expenses. In addition, its larger size may increase the Fund’s market profile and provide greater secondary market liquidity for its shares, which may result in tighterbid-ask spreads and better trade execution when purchasing or selling the Fund’s shares. Additionally, with increased net assets the Fund may achieve certain operating and administrative efficiencies, including greater investment flexibility and investment options, greater diversification of portfolio investments, the ability to trade larger positions and additional sources of leverage.

Although the Fund will continue its legal existence and operations after the Reorganization, the rules of the New York Stock Exchange (on which the Fund’s common shares are listed) require the Fund’s shareholders to approve the issuance of additional common shares in connection with the Reorganization.

3


The Board considered the issuance of additional common shares in connection with the Reorganization initially at anin-person meeting held on December3-4, 2019 and at a special telephonic Board meeting held on January 21, 2020, and then approved the Reorganization Agreement and final terms of the transaction through unanimous written consent on February 6, 2020. The Board also reconfirmed its findings at a special telephonic Board meeting held on March 25, 2020. As discussed in more detail below, in connection with the Reorganization, the Board also accepted the resignation of an interested trustee and approved an expense limitation agreement through unanimous written consent on April 27, 2020.

At its special telephonic Board meeting held on January 21, 2020, the Board, including a majority of the Trustees who are not “interested persons” of the Fund as that term is defined in the 1940 Act, approved the issuance of additional common shares in connection with the Reorganization and the Reorganization Agreement. In approving the issuance of additional common shares in connection with the Reorganization and the Reorganization Agreement, the Board determined that (i) the issuance of additional common shares in connection with the Reorganization, rather than any other course of action, is in the best interest of the Fund and its shareholders; and (ii) the interests of the Fund’s shareholders will not be diluted as a result of the issuance of additional common shares in connection with the Reorganization.

In making this determination and as part of its further considerations of the Reorganization at its additional meetings and when approving the unanimous written consents, the Board considered a number of factors, including, but not limited to:

Any Change in the Fund’s Investment Objectives, Restrictions and Policies. The Board took into consideration that there will be no material changes to the investment objectives, strategies and risks, portfolio managers or fundamental investment policies of the Fund as a result of the Reorganization.

Any Fees or Expenses that will be Borne Directly or Indirectly by the Fund. The Board considered the estimated costs associated with the Reorganization, noting that Angel Oak and Vivaldi Asset Management, LLC (“Vivaldi”), the investment adviser to the Acquired Fund, have agreed to bear all of the direct costs and expenses, other than brokerage and other transaction costs (which are not expected to be significant for the Fund), to be incurred in connection with the Reorganization. The Board noted that that it is expected that approximately 90% of portfolio transitioning by the Acquired Fund will occur before the Reorganization and that Angel Oak has indicated that only a limited number of positions will need to be sold by the Fund after the Reorganization. The Board took into account that, because approximately 90% of the assets being reorganized from the Acquired Fund to the Fund will be cash, the Fund will bear any transaction costs associated with investing the cash into securities. However, the Board noted that those transactions costs, if any, would also exist if the Fund engaged in additional offerings of Fund shares.

Any Effect on Annual Fund Operating Expenses and Shareholder Fees and Services. The Board took into account that the Reorganization has the potential to improve economies of scale, which has the potential to lower the annual fund operating expenses. The Board noted that, because Angel Oak has contractually agreed to waive its fees and/or reimburse certain expenses (exclusive of any taxes, interest on borrowings, dividends on securities sold short, brokerage commissions, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization and extraordinary expenses) to limit the Fund’s total annual fund operating expenses to 0.25% of the Fund’s Managed Assets (the “Current Expense Limit”) through at least May 31, 2020 (the “Limitation Period”), Angel Oak would benefit from any reduction in the total operating expenses of the Fund while the Current Expense Limit is in place through the Limitation Period (or if the agreement is extended, until the limitation period for the extended agreement). However, the Board considered the fact that expenses relating to a merger or reorganization are excluded from the Current Expense Limit and, as a result, the benefit to Angel Oak is largely offset by the fact that Angel Oak is bearing all of the costs of the Reorganization. The Board also considered that Angel Oak has entered into an agreement with the Fund that provides that Angel Oak will waive its fees and/or reimburse certain expenses (exclusive of

4


any front-end sales loads, taxes, interest on borrowings, dividends on securities sold short, brokerage commissions, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization and extraordinary expenses) to limit the Total Annual Fund Operating Expenses of the Combined Fund to 2.50% of the Combined Fund’s average daily net assets for two years after the Reorganization. As a result, the Board took into consideration that the Reorganization is not expected to negatively affect the annual fund operating expenses and shareholder fees and services of the Fund or impose an unfair burden on Acquired Fund shareholders.

Any Direct or Indirect Federal Income Tax Consequences to Existing Shareholders of the Fund. The Board noted that no material gain or loss is expected to be recognized by the Fund or its shareholders as a direct result of the Reorganization. The Board also considered that the Fund’s aggregate tax basis in the assets of the Acquired Fund acquired in the Reorganization is generally expected to be equal to the fair market value of the aggregate consideration paid by the Fund in exchange for such assets.

Potential Alternative to the Reorganization. The Board took into account that the Fund conducting additional offerings of Fund shares was a potential alternative to the Reorganization. The Board noted Angel Oak’s belief that the Reorganization would be a more efficient way to increase assets in the Fund from a cost and time perspective than the Fund conducting additional offerings of Fund shares.

Potential for Operating and Administrative Efficiencies. The Board considered Angel Oak’s belief that the increase in net assets of the Fund following the Reorganization may achieve certain operating and administrative efficiencies, including greater investment flexibility and investment options, greater diversification of portfolio investments, the ability to trade larger positions and additional sources of leverage (or more competitive leverage terms and more favorable transaction terms).

Potential for Improved Secondary Market Trading. The Board noted that, while it is not possible to predict future trading levels of the Fund’s shares after the proposed Reorganization, Angel Oak had stated that the increase in assets may provide greater secondary market liquidity for the Fund’s shares, which may result in tighterbid-ask spreads and better trade execution for the Fund’s shares when purchasing or selling the Fund’s shares after the Reorganization. In addition, the Board took into account that Angel Oak had stated that, if research analysts cover the Fund due to the increase in the net assets of the Fund after the Reorganization, there is the potential for further improved secondary market trading. The Board also considered the shareholder concentration in the Acquired Fund, including information relating to a controlling interest in the Acquired Fund beneficially owned directly or indirectly by Daniel Asher as set forth in regulatory filings made pursuant to Rule13d-1(d) under the Securities Exchange Act of 1934, as amended, and whether any shareholders will have significant holdings in the Fund after the Reorganization and any effect those shareholders may have on the secondary market trading of the Fund. The Board noted that certain Acquired Fund shareholders are expected to have agreements with Angel Oak pursuant to which, after the Reorganization, such shareholders may not sell their shares of the Fund for a certain amount of time.

Potential Effects of the Reorganization on the Fund’s Premium/Discount to the Fund’s Net Asset Value. The Board took into account that the Reorganization would be at the Acquired Fund’s and Fund’s relative net asset values (“NAVs”), rather than at the relative market prices that the Acquired Fund and Fund trade on the NYSE. As a result, the Board noted that, to the extent the shares of the Acquired Fund are trading at a wider discount or narrower premium than the Fund, the shareholders of the Acquired Fund would have the potential for an economic benefit due to the narrowing of the discount or widening of the premium. The Board considered that, notwithstanding this potential benefit to the Acquired Fund’s shareholders, the Fund shareholders would only be negatively affected from a premium/discount perspective to the extent that the discount (or premium) of the Fund’s shares degrades after the Reorganization and there is no assurance that, after the Reorganization, the market value of the Fund’s shares will trade at a wider discount to NAV or narrower premium to NAV than the shares traded before the Reorganization.

5


Arrangements between Angel Oak and Vivaldi. The Board took into account the terms of the agreement between Angel Oak and Vivaldi pursuant to which Angel Oak would purchase and acquire from Vivaldi (i) certain files, documents, data, operating systems, business books and records of Vivaldi and its subsidiaries to the extent relating to the investment advisory business conducted prior to the closing of the Reorganization by Vivaldi solely with respect to the Acquired Fund; (ii) all advertising, sales, marketing and promotional materials and literature used by Vivaldi and its subsidiaries in connection with the offering and sale of the Acquired Fund; and (iii) all goodwill associated with the investment advisory business conducted prior to the closing of the Reorganization by Vivaldi solely with respect to the Acquired Fund. The Board considered that, in order to be able to satisfy the conditions of the safe harbor provision of Section 15(f) of the 1940 Act, discussed below, Samuel R. Dunlap, III resigned from his position as a trustee of the Board so that at least 75% of the Board would be comprised of independent trustees.

Accounting and Performance Survivor. The Board noted that the Fund will be the accounting and performance survivor of the Reorganization.

The Board’s determination to approve the Reorganization Agreement and the issuance of common shares was made on the basis of each Trustee’s business judgment after consideration of all of the factors taken as a whole with respect to the Fund and its shareholders, although individual Trustees may have placed different weight and assigned different degrees of materiality to various factors.

Board Recommendation

The Board recommends that shareholders of the Fund vote “FOR” Proposal 1.

Vote Required for Proposal 1

Proposal 1 will require the affirmative vote of a majority of the votes cast by shareholders (i.e., for Proposal 1 to pass, the number of shares voted “FOR” must exceed the number of shares voted “AGAINST”). For additional information regarding voting requirements, see “Voting Information and Requirements.”

Information about the Reorganization

Pursuant to the Reorganization Agreement, the Acquired Fund will transfer all of its assets to the Fund and the Fund will assume all of the Acquired Fund’s accrued and unpaid liabilities and obligations in exchange solely for newly issued common shares of the Fund, which will be distributed by the Acquired Fund to its shareholders in the form of a liquidating distribution. Fund common shares issued to the Acquired Fund shareholders will have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund’s outstanding shares of common stock immediately prior to the Reorganization. Each shareholder of the Acquired Fund will receive the number of Fund common shares corresponding to his or her proportionate interest in the shares of common stock of the Acquired Fund (with cash in lieu of fractional shares). The Reorganization, together with related acts necessary to consummate the same (“Closing”), shall occur at the principal office of the Fund on or about May 29, 2020 immediately after the close of regular trading on the NYSE, or at such other place and/or on such other date as to which the parties may agree (the “Closing Date”). As soon as practicable after the Closing Date for the Reorganization, the Acquired Fund will dissolve pursuant to Maryland law.

The distribution of Fund common shares to the Acquired Fund’s shareholders will be accomplished by opening new accounts on the books of the Fund in the names of the shareholders of the Acquired Fund and transferring to those shareholder accounts Fund common shares. Each newly-opened account on the books of the Fund for the former shareholders of the Acquired Fund will represent the respectivepro rata number of Fund common shares due to such shareholder.

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As a result of the Reorganization, each shareholder of the Acquired Fund will own Fund common shares that will have an aggregate net asset value immediately after the Closing Date equal to the aggregate net asset value of that shareholder’s shares of Acquired Fund common stock immediately prior to the Closing Date (with cash in lieu of fractional shares). Since the Fund common shares will be issued at net asset value in exchange for the common shares of the Acquired Fund having a value equal to the aggregate net asset value of those Fund common shares, the net asset value per share of Fund common shares should remain virtually unchanged by the Reorganization. Thus, the Reorganization will result in no dilution of the net asset value of Fund common shares or dilution of the net asset value of Acquired Fund common shares. However, as a result of the Reorganization, a shareholder of the Fund will hold a reduced percentage of ownership in the Combined Fund than he or she did in the Fund prior to the Reorganization.

TERMS OF THE REORGANIZATION AGREEMENT

The following is a summary of the significant terms of the Reorganization Agreement.

Valuation of Common Shares

The net asset value per Fund Share shall be computed as of the time at which the Acquired Fund and the Fund calculate their net asset values as set forth in their respective prospectuses (normally the close of regular trading on the New York Stock Exchange) on the Closing Date (the “Effective Time”), after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures of the Fund adopted by the Fund’s Board of Trustees; provided, however, that such computation is consistent with the valuation procedures of the Acquired Fund and in the event of any inconsistency, the parties shall confer and mutually agree on the valuation.

All computations of value with respect to both the Acquired Fund and the Fund shall be made by U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“USBFS”), in its capacity as administrator for the Fund, in accordance with the Fund’s valuation procedures to the extent it is consistent with the valuation procedures of the Acquired Fund. In the event of any inconsistency, the parties shall confer and mutually agree on the valuation.

Calculation of Number of Fund Shares

As of the Effective Time, each share of Acquired Fund common stock outstanding immediately prior to the Effective Time shall be converted into Fund shares in an amount equal to the ratio of the net asset value per share of the Acquired Fund to the net asset value per common share of the Fund. No fractional common shares of the Fund will be distributed unless such shares are to be held in a dividend reinvestment plan account. In the event Acquired Fund shareholders would be entitled to receive fractional common shares of the Fund, the Fund’s transfer agent will aggregate such fractional shares and sell the resulting whole shares on the exchange on which such shares are listed for the account of all such Acquired Fund shareholders, and each such Acquired Fund shareholder will be entitled to a pro rata share of the proceeds from such sale. With respect to the aggregation and sale of fractional common shares of the Fund, the Fund’s transfer agent will act directly on behalf of the Acquired Fund shareholders entitled to receive fractional shares and will accumulate such fractional shares, sell the shares and distribute the cash proceeds net of brokerage commissions, if any, directly to Acquired Fund shareholders entitled to receive the fractional shares (without interest and subject to withholding taxes).

Conditions

Under the terms of the Reorganization Agreement, the Reorganization is conditioned upon, among other things, (a) approval by shareholders of the Acquired Fund of the Reorganization, pursuant to a separate proxy statement, (b) approval by shareholders of the Fund of the issuance of additional Fund common shares under Proposal 1, and (c) each Fund’s receipt of certain routine certificates and legal opinions.

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Termination

The Reorganization Agreement may be terminated by resolution of the Board of either Fund at any time prior to the Effective Time, if circumstances should develop that, in the opinion of such Board of the Fund and the Acquired Fund, make proceeding with the Reorganization inadvisable.

Expenses of the Reorganization

The expenses relating to the proposed Reorganization will be borne by Angel Oak and Vivaldi, as agreed to by those parties. Angel Oak and Vivaldi will bear expenses incurred in connection with the Reorganization, including, but not limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparing, printing and distributing the Proxy Statement/Prospectus and prospectus supplements of the Acquired Fund and the Fund relating to the Reorganization, proxy solicitation expenses, expenses of holding the shareholder meeting with respect to the Acquired Fund and the Fund, and winding down the operations and terminating the existence of the Acquired Fund; expenses of service providers to the Acquired Fund in consummating the Reorganization (such as those charged by the transfer agent, custodian, fund accountant or intermediaries); legal fees of counsel to each of the Acquired Fund and the Fund, including those incurred in connection with the preparation of legal opinions, and accounting fees with respect to the Reorganization and the Proxy Statement/Prospectus; all necessary taxes in connection with the delivery of all of the Acquired Fund’s assets to the Fund or otherwise incurred in connection with the Reorganization, including all applicable federal and state stock transfer stamps; and incremental fees or costs incurred by reason of the Reorganization, such as additional costs associated with the preparation and distribution of shareholder reports and other documents to the extent that they are prepared and disseminated separately for the Acquired Fund, but will not include brokerage costs or other transaction costs associated with portfolio adjustments. The expenses of the Reorganization are estimated to be $520,000. The estimated cost of retaining Okapi Partners LLC (“Okapi”), the Fund’s proxy solicitor, is approximately $16,610.

Tax Consequences of the Reorganization

Neither the Fund nor the Acquired Fund will receive an opinion as to the tax consequences of the Reorganization for the Fund, the Acquired Fund or the Acquired Fund’s shareholders. While the tax treatment of the Reorganization is not entirely clear, it is intended that the Reorganization will be treated as a taxable exchange that would not qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986. However, irrespective of the tax treatment of the Reorganization, no gain or loss will be recognized by the Fund or holders of Fund shares as a direct result of the Reorganization (although the Fund may recognize gain or loss with respect to any securities of the Acquired Fund that are sold by the Fund after the Reorganization).

COMPARISON OF THE FUND AND THE COMBINED FUND

The Combined Fund will be managed by Angel Oak, the Fund’s current investment adviser. Furthermore, the Fund’s current portfolio management team will continue to be primarily responsible for theday-to-day management of the Combined Fund’s portfolio. Additionally, the investment objectives, principal investment strategies, principal risks and distribution procedures of the Combined Fund will be the same as those of the Fund.

Fees and Expenses Table

Below is a comparison of the fees and expenses of the Fund before and after the Reorganization. The information is as of January 31, 2020.

Pro forma combined fees and expenses are estimated in good faith and are hypothetical.

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Fees and expenses may be greater or lesser than those indicated below.

   Fund  Pro Forma
Combined
Fund
 

Shareholder Transaction Expenses

   

Maximum Sales Load (as a percentage of the offering price) imposed on purchases of common shares

   None   None 

Dividend Reinvestment and Cash Purchase Plan Fees(1)

   None   None 

Annual Total Expenses (as a percentage of average net assets attributable to common shares)

   

Management Fee(2)

   1.54  1.54

Interest Expense(3)

   0.86  0.72

Other Expenses

   0.39  0.25

Total Annual Operating Expenses

   2.79  2.51

(1)

Dividend reinvestment plan participants that direct a sale of shares through the plan agent are subject to a fee of $25.00 plus a sales commission of $4.95 per transaction.

(2)

The contractual advisory fees of the Fund and the Combined Fund are 1.35% and 1.35%, respectively, of average daily net assets, plus the amount of any borrowings for investment purposes (“Managed Assets”). The advisory fee percentage calculation assumes the use of leverage by each fund as discussed in note 3 below.

(3)

For the fiscal period ended January 31, 2020, the Fund had approximately $47,865,941 in average daily borrowings outstanding under a borrowing agreement (representing approximately 18.16% of the average daily value of the Fund’s daily total assets minus liabilities (other than the aggregate indebtedness entered into for purposes of leverage) during such period) at an average annual interest rate of 3.24%.

For the fiscal period ended January 31, 2020, the Combined Fund is estimated to have approximately $68,463,871 in average daily borrowings outstanding under a borrowing agreement (representing approximately 18.16% of the average daily value of the Combined Fund’s daily total assets minus liabilities (other than the aggregate indebtedness entered into for purposes of leverage) during such period) at an average annual interest rate of 3.24%. There can be no assurances that the Combined Fund will be able to obtain such level of borrowing (or to maintain its current level of borrowing), that the terms under which the Combined Fund borrows will not change, or that the Combined Fund’s use of leverage will be profitable.

The expenses shown under “Interest Expense” for the Fund and the Combined Fund in the table above include the expected interest expense on the maximum amount to which the Fund and the Combined Fund intend to borrow during the next (12) twelve months and reflect the fact that the Fund and the Combined Fund currently intend to issue preferred shares during the next twelve (12) months, including the estimated offering costs and the estimated interest costs, which will vary depending on, among other factors, changes in short-term interest rates.

Expense Example

The following example compares the expenses that a shareholder would pay on a $1,000 investment that is held for the time periods provided in the table before and after the Reorganization. The examples assume that all dividends and other distributions are reinvested and that Total Annual Operating Expenses remain the same. The example set forth below assumes shares of each fund were owned as of the completion of the Reorganization and uses a 5% annual rate of return as mandated by U.S. Securities and Exchange Commission (the “SEC”) regulations. The examples should not be considered a representation of future expenses. Actual expenses may be greater or lesser than those shown.

   1 Year   3 Years   5 Years   10 Years 

Fund

  $28   $87   $147   $312 

Pro Forma Combined Fund

  $25   $78   $134   $285 

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Capitalization

The table below set forth the capitalization of the Fund as of March 31, 2020, and thepro forma capitalization of the Combined Fund as if the Reorganization had occurred on that date.

  Fund  Adjustments  Pro Forma Combined Fund 

Net Assets

 $215,398,828  $—    $283,486,914 

Common Shares Outstanding

  11,519,934   (2,091,143)   15,161,413 

Net Asset Value Per Share

 $18.70   $18.70 

Leverage

The table below sets forth the aggregate financial leverage from borrowings as a percentage of the Fund’s total assets as of January 31, 2020, and the pro forma leverage of the Combined Fund as if the Reorganization had occurred on the same date.

Leverage Ratio

Fund

25.6

Combined Fund

2.77

Share Price Data

The following tables show for the periods indicated: (i) the high and low sales prices for common shares reported as of the end of the day on the NYSE, (ii) the high and low net asset values of the common shares, and (iii) the high and low of the premium/(discount) to net asset value (expressed as a percentage) of the common shares.

Acquired Fund

    Market Price ($)    Net Asset Value ($)    
Premium/(discount)
to net asset value
 
 

Period Ended

   High    Low    High    Low    High    Low 

March 2020

   13.31    8.72    13.63    11.47    (2.4)%    (23.4)% 

December 2019

   13.49    13.17    13.91    13.58    (1.3)%    (3.4)% 

September 2019

   13.32    12.91    13.63    13.29    (0.6)%    (3.6)% 

June 2019

   13.34    12.99    13.29    13.09    1.3%    (1.3)% 

March 2019

   12.77    12.09    13.06    12.39    2.2%    (5.0)% 

December 2018

   13.08    12.45    12.73    12.16    4.2%    0.6% 

September 2018

   13.08    12.63    12.76    12.60    3.1%    (0.4)% 

June 2018

   12.91    12.40    12.73    12.43    2.3%    (0.3)% 

March 2018

   12.91    12.46    12.91    12.46    0.00%    0.00% 

December 2017

   12.80    12.64    12.80    12.64    0.00%    0.00% 

NAV is used for market price for all data points prior to May 10, 2018, given that the Acquired Fund did not trade or price prior to that date.

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The Fund

    Market Price ($)    Net Asset Value ($)    
Premium/(discount)
to net asset value
 
 

Period Ended

   High    Low    High    Low    High    Low 

January 2020

   21.54    20.42    20.53    20.08    5.64%    0.99% 

October 2019

   21.30    19.70    20.33    19.96    5.45%    (2.14)% 

July 2019

   20.78    19.85    20.13    19.97    3.22%    (0.65)% 

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ADDITIONAL INFORMATION ABOUT THE COMMON SHARES OF THE FUND

Description of Common Shares to be Issued by the Fund

The Fund currently offers one class of shares. As a general matter, the common shares have equal voting rights and equal rights with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund and have no preemptive, conversion or exchange rights or rights to cumulative voting. Holders of whole common shares of the Fund are entitled to one vote per share on any matter on which the shares are entitled to vote, while each fractional share is entitled to a proportional fractional vote.

The Fund’s Declaration of Trust authorizes an unlimited number of shares, par value $0.001 per share. If Proposal 1 is approved by shareholders of the Fund and the Reorganization is approved by Acquired Fund shareholders and is consummated, the Fund will issue common shares to the shareholders of common stock of the Acquired Fund based on the relative per share net asset value of the Fund and the net asset value of the assets of the Acquired Fund, in each case as of the date of the Reorganization. Fund shares have equal rights with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund. The Fund’s common shares, when issued, will be fully paid andnon-assessable and have no preemptive, conversion or exchange rights or rights to cumulative voting.

Outstanding Shares

As of April 6, 2020, the Fund had 11,519,934 common shares outstanding.

Purchase and Sale

The Fund’s common shares are listed on the NYSE under the ticker symbol “FINS” and will continue to be so listed following the Reorganization.

Investors typically purchase and sell common shares of the Fund through a registered broker-dealer on the NYSE, thereby incurring a brokerage commission set by the broker-dealer. Alternatively, investors may purchase or sell common shares of the Fund through privately negotiated transactions with existing shareholders.

AGREEMENT BETWEEN VIVALDI AND ANGEL OAK AND SECTION 15(f)

Angel Oak and Vivaldi have entered into an agreement pursuant to which Angel Oak would purchase and acquire from Vivaldi (i) certain files, documents, data, operating systems, business books and records of Vivaldi and its subsidiaries to the extent relating to the investment advisory business conducted prior to the closing of the Reorganization by Vivaldi solely with respect to the Acquired Fund; (ii) all advertising, sales, marketing and promotional materials and literature used by Vivaldi and its subsidiaries in connection with the offering and sale of the Acquired Fund; and (iii) all goodwill associated with the investment advisory business conducted prior to the closing of the Reorganization by Vivaldi solely with respect to the Acquired Fund.

Section 15(f) of the 1940 Act is a non-exclusive safe harbor provision that permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of securities of, or a sale of any other interest in, the investment adviser that results in an “assignment” (as defined in the 1940 Act) of an investment advisory contract with such registered investment company, provided that two conditions are satisfied. First, during the three-year period after such transaction, at least 75% of the members of the investment company’s board of trustees may not be “interested persons” (as defined in the 1940 Act) of the investment adviser or its predecessor. Second, an “unfair burden,” as that term is described in Section 15(f), must not be imposed on such registered investment company as a result of

12


such transaction or any express or implied terms, conditions, or understandings relating to such transaction during the two-year period after the date on which any such transaction occurs.

Vivaldi and Angel Oak intend to qualify for the “safe harbor” provided by Section 15(f), and consequently: (i) for a period of three years after the Closing Date, at least 75% of the trustees of the Fund will not be “interested persons” (as defined in the 1940 Act) of Angel Oak or of Vivaldi, and (ii) for a period of two years after the Closing Date, no “unfair burden” will be imposed on the Fund as a result of the Reorganization or any express or implied terms, conditions, or understandings applicable thereto.

APPRAISAL RIGHTS

Shareholders of the Fund do not have appraisal rights in connection with Proposal 1.

PRO FORMA FINANCIAL STATEMENTS

Set forth in Appendix A are unauditedpro forma financial statements giving effect to the Reorganization of the Acquired Fund with and into the Fund which include: (i) Pro Forma Condensed Combined Schedule of Investments at January 31, 2020; (ii) Pro Forma Condensed Combined Statement of Assets and Liabilities at January 31, 2020; (iii) Pro Forma Condensed Combined Statement of Operations for the period May 31, 2019 (commencement of the Fund’s operations), through January 31, 2020; and (iv) Notes to Pro Forma Condensed Combined Financial Statements.

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PROPOSAL 2: TO RATIFY THE SELECTION OF COHEN & COMPANY, LTD. AS THE FUND’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2021

At a meeting of the Board held on April1-2, 2020, the Audit Committee selected and recommended, and the Board, including a majority of the Independent Trustees, approved, the selection of Cohen & Company, Ltd.to act as the independent registered public accounting firm for the Fund for the fiscal year ending January 31, 2021. The shareholders of the Fund are being asked to ratify this selection. If the shareholders fail to ratify the selection of Cohen & Company, Ltd. to serve as the independent registered public accounting firm for the year ending January 31, 2021, the Audit Committee and the Board will reconsider the continued retention of Cohen & Company, Ltd.

A representative of Cohen & Company, Ltd. is not expectedplanning to attend the Special Meeting, but will have the opportunityplease vote prior to make a statement if he or she desires to do so11:59 p.m. Eastern Time on June 28, 2023. Voting is quick and to answer appropriate questions if necessary.

Audit Fees

The aggregate audit fees billed by Cohen & Company, Ltd. for the period from May 31, 2019 (commencement of operations) to January 31, 2020 was $25,000.

Fees included in the audit fees category are those associated with the annual audits of financial statements, review of the financial statements included in the Annual Report on FormN-CSR and services that are normally provided in connection with statutory and regulatory filings.

Prior to the Fund’s commencement of operations, Cohen & Company, Ltd. billed the Fund $10,000 in connection with two seed audits.

Audit-Related Fees

No audit-related fees were billed by Cohen & Company, Ltd. for the period from May 31, 2019 (commencement of operations) to January 31, 2020.

Audit-related fees are for any services rendered to the Fund that are reasonably related to the performance of the audits or reviews of the Fund’s consolidated financial statements (but not reported as audit fees above). These services include attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

In addition, no audit-related fees were billed by Cohen & Company, Ltd. to Angel Oak, and any entity controlling, controlled by, or under common control with, Angel Oak, that provides ongoing services to the Fund, for engagements directly related to the Fund’s operations and financial reporting, for the period from May 31, 2019 (commencement of operations) to January 31, 2020.

Tax Fees

The aggregate fees billed by Cohen & Company, Ltd. for services rendered to the Fund for tax compliance, tax advice and tax planning for the period from May 31, 2019 (commencement of operations) to January 31, 2020 was $4,000.

Fees included in the tax fees category comprise all services performed by professional staff in the independent registered public accountant’s tax division except those services related to the audits. This category comprises fees for tax compliance services provided in connection with the review of the Fund’s tax returns.

No tax fees were billed by the Fund’s independent registered public accountant to Angel Oak, and any entity controlling, controlled by, or under common control with, Angel Oak, that provides ongoing services to the Fund,

14


for engagements directly related to the Fund’s operations and financial reporting, for the period from May 31, 2019 (commencement of operations) to January 31, 2020.

All Other Fees

No fees were billed by Cohen & Company, Ltd. for products and services provided to the Fund, other than the services reported in “Audit Fees,” and “Tax Fees” above, for the period from May 31, 2019 (commencement of operations) to January 31, 2020.

No other fees were billed by the Fund’s independent registered public accountant to Angel Oak, and any entity controlling, controlled by, or under common control with, Angel Oak, that provides ongoing services to the Fund, for the for the period from May 31, 2019 (commencement of operations) to January 31, 2020.

AggregateNon-Audit Feeseasy.

Nonon-audit fees were billed to the Fund’s investment adviser and service affiliates by Cohen & Company, Ltd. fornon-audit services for the period from May 31, 2019 (commencement of operations) to January 31, 2020. This includes anynon-audit services required to bepre-approved ornon-audit services that did not requirepre-approval since they did not directly relate to the Fund’s operations or financial reporting. Prior to the Fund’s commencement of operations, Cohen & Company, Ltd. billed Angel Oak $4,000 in connection with agreed upon procedures.

Pre-Approval of Audit andNon-Audit Services

As of the date of this proxy statement, the Audit Committee has not adopted writtenpre-approval policies and procedures. Instead, the Audit Committee has the duty and responsibility topre-approve all auditing services and permissiblenon-auditing services to be provided to the Fund in accordance with the Audit Committee Charter and the 1940 Act. In addition, the Audit Committee considers matters with respect to Cohen & Company, Ltd.’s independence each year. The Audit Committee did not approve any of the audit-related, tax or othernon-audit fees described above pursuant to the “de minimisexceptions” set forth in Rule2-01(c)(7)(i)(C) and Rule2-01(c)(7)(ii) of RegulationS-X.

The Audit Committee also has the duty and responsibility topre-approve thosenon-audit services provided to the Fund’s investment adviser (and entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund) where the engagement relates directly to the operations or financial reporting of the Fund in accordance with the Audit Committee Charter and the 1940 Act. The Audit Committee considered whether the provision of anynon-audit services rendered to Angel Oak and any entity controlling, controlled by, or under common control with Angel Oak that provides ongoing services to the Fund that were notpre-approved by the Audit Committee because the engagement did not relate directly to the operations and financial reporting of the Fund is compatible with maintaining Cohen & Company, Ltd.’s independence.

Board Recommendation

The Board, including each of the Independent Trustees, unanimously recommends that you vote “FOR” the ratification of Cohen & Company, Ltd. as independent registered public accounting firm to the Fund for the fiscal year ending January 31, 2021.

Vote Required for Proposal 2

Approval of Proposal 2, the ratification of the selection of Cohen & Company. Ltd. to serve as the Fund’s independent registered public accounting firm, requires a majority of the shares voted by shareholders (i.e., for Proposal 2 to pass the number of shares voted “FOR” must exceed the number of shares voted “AGAINST”). For additional information regarding the voting requirements, see “Voting Information and Requirements.”

15


VOTING INFORMATION AND REQUIREMENTS

Record Date

Shareholders of record of the Fund as of the close of business on April 6, 2020, the record date (the “Record Date”), are entitled to notice of and to vote at the Special Meeting. Shareholders on the Record Date will be entitled to one vote for each share held.

Proxies

Shareholders of record as of the Record Date may vote by appearing in person at the Special Meeting, or may authorize a proxy to vote their shares by returning the enclosed proxy card or by casting their vote via telephone or the Internet using the instructions provided on the enclosed proxy card and more fully described below. The giving of such a proxy will not affect your right to vote in person should you decide to attend the Special Meeting. If your shares are held in “street name” by a broker or bank, you will receive information regarding how to instruct your bank or broker to cast your votes. Please note that if you are a holder in “street name” and wish to vote in person at the Special Meeting, you must obtain a legal proxy from your broker or bank, which may take several days.

Voting by proxy will not prevent you from voting your shares in person at the Special Meeting.

Any person giving a proxy may revoke it at any time prior to its exercise by giving written notice of the revocation to the Secretary of the Fund stating that the proxy is revoked, by a subsequent proxy executed by such shareholder, attendance at the Special Meeting and voting in person, or revocation by such shareholder using any electronic, telephonic, computerized or other alternative means authorized by the Board.

If you hold shares through a broker, bank or other nominee, you must follow the instructions you receive from your nominee in order to revoke your voting instructions.

You may revoke your proxy by (1) giving written notice of the revocation to the Fund at c/o Angel Oak Capital Advisors, LLC, 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326, stating that the proxy is revoked; (2) a subsequent proxy executed by such shareholder; or (3) attending the Meeting and voting in person. Your attention is directed to the accompanying Proxy Statement for further information regarding the Meeting. If you holdhave any questions before you vote, please call toll-free (877) 274-8654.

By Order of the Board,

/s/ Adam Langley

Adam Langley

President, Angel Oak Financial Strategies Income Term Trust

May 1, 2023

PLEASE VOTE USING THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. YOUR VOTE IS

VERY IMPORTANT TO US NO MATTER HOW MANY SHARES YOU OWN. YOU CAN HELP AVOID

THE ADDITIONAL EXPENSE OF FURTHER SOLICITATIONS BY PROMPTLY VOTING THE

ENCLOSED PROXY CARD.

Important Notice Regarding Internet Availability of Proxy Materials for the Meeting to be Held on June 29, 2023:

The Proxy Statement, the Notice of the Meeting, any accompanying materials and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders are available to you on the Internet at www.okapivote.com/angeloak.


ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST

3344 Peachtree Road NE, Suite 1725

Atlanta, Georgia 30326

(404) 953-4900

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 29, 2023

Meeting Information. The Board of Trustees (the “Board”) of Angel Oak Financial Strategies Income Term Trust (the “Fund”) is soliciting your proxy to be voted at the annual meeting of shareholders to be held on Tuesday, June 29, 2023, at 1:00 p.m. Eastern Time, at the offices of Angel Oak Capital Advisors, LLC (the “Adviser” or “Angel Oak”) located at 1370 Avenue of the Americas, Suite 2800, New York, New York 10019 (with any postponements or adjournments, the “Meeting”).

General Voting Information. You may provide proxy instructions by completing, signing and returning the enclosed proxy card (the “Proxy Card”) by mail in the enclosed envelope. The persons designated on the Proxy Card as proxies will vote your shares directly (not through a broker-dealer, bank or other financial institution) and ifas you instruct on each Proxy Card. If you return a properly executed proxy card that does not specify how you wish to vote on a Proposal,signed Proxy Card without any voting instructions, your shares will be voted “FOR” “FOR” the Proposal.

Quorum

A quorumTrustee nominees in accordance with the recommendation of shareholders mustthe Board. The persons designated on the Proxy Card as proxies will also be authorized to vote (or to withhold their votes) in their discretion on any other matters which properly come before the Meeting. They may also vote in their discretion to adjourn the Meeting. If you sign and return a Proxy Card, you may still attend the Meeting to vote your shares in person. If your shares are held of record by a broker and you wish to vote in person at the Meeting, you should obtain a legal proxy from your broker and present forit at the Meeting. You may revoke your proxy by (1) giving written notice before the Meeting of the revocation to the Fund stating that the proxy is revoked; (2) executing a subsequent proxy; or (3) attending the Meeting and voting in person. If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke any businesspreviously executed proxy. Shareholders do not have dissenters’ rights of appraisal with respect to any of the matters to be conductedvoted on by the shareholders at the Special Meeting.

Each shareholder may cast one vote for each full share, and a proportional fractional vote for each fractional share, of the Fund that they owned of record on April 11, 2023 (the “Record Date”). On the Record Date, 25,062,638.4 shares were issued and outstanding. Exhibit A lists the shareholders who owned 5% or more of the outstanding shares of the Fund on the Record Date. It is expected that this Proxy Statement and the accompanying Proxy Card will be first mailed to shareholders on or about May 8, 2023.

This proxy solicitation is being made primarily by mail but may also be made by employees of Angel Oak and its affiliates as well as dealers or their representatives in person or by mail, telephone, electronic mail, facsimile or oral communication.

The Fund has issued common shares. All shareholders of the Fund vote together to elect the Trustee nominees.

The presence in person or by proxy of the holders of thirty-three andone-third percent(33-1/3% (3313%) of the Fund’s shares entitled to vote at the Meeting shall constitute a quorum at the Special Meeting.

BrokerNon-Votes and Abstentions

Brokernon-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker holding the shares as to how to vote on matters deemed“non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares. If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be “routine,” but cannot vote the shares with respect to“non-routine” matters.

Proposal 1, the approval of the issuance of Fund common shares, is a“non-routine” matter. As a result, if you hold shares in “street name” through a broker, bank or other nominee, your broker, bank or nominee will not be permitted to exercise voting discretion with respect to Proposal 1. Therefore, if you do not vote and you do not give your broker or other nominee specific instructions on how to vote for you, then your shares will have no

16


effect on Proposal 1. Under NYSE rules, abstentions will be considered as votes cast and, accordingly, will have the same effect as votes “AGAINST” Proposal 1. Brokernon-votes, if any, will not be considered as votes cast and, accordingly, will have no effect on the outcome of Proposal 1.

Proposal 2, the ratification of the selection of Cohen & Company, Ltd. to serve as the Fund’s independent registered public accounting firm, is a “routine” matter. As a result, if you beneficially own your shares and you do not provide your broker or nominee with voting instructions, then your broker, bank or nominee will be able to vote your shares for you on Proposal 2. Because brokernon-votes are entitled to vote on Proposal 2, brokernon-votes will be counted as shares present for purposes of determining whether a quorum is present.

Abstentions will not be considered as votes cast and, accordingly, will have no effect on the outcome of Proposal 2.

Adjournments

quorum. Any meetingMeeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares represented at the meeting,Meeting, either in person or by proxy. Notwithstanding the above, broker non-votes will be excluded from the denominator of the calculation of the number of votes required to approve the Proposal. Notice of adjournment of a shareholders’ meetingthe Meeting to another time or place need not be given if such time and place are announced at the meeting at which adjournment is taken and the adjourned meeting is held within a reasonable time after the date set for the original meeting. If

Abstentions and Broker Non-Votes. Broker non-votes arise when shares are held in street name and the adjournment is for more than 60 calendar daysbroker does not receive voting instructions from the beneficial owner. Because the Proposal is considered to be a “routine” voting item, the Fund does not expect to receive any broker non-votes. Abstentions and broker non-votes will be counted as shares present for purposes of determining whether a quorum is present but will not be voted for or against the Proposal. That is, abstentions and broker non-votes will have no effect on the Proposal.

Fund Reports. Copies of the Fund’s most recent annual report and semi-annual report are available upon request, at no charge, by writing to the Fund c/o U.S. Bank Global Fund Services at P.O. Box 701, Milwaukee, WI 53201-0701, by calling (855) 751-4324, or by visiting the Fund’s website at www.angeloakcapital.com/fins.

1


THE PROPOSAL: TO ELECT EACH OF IRA P. COHEN AND SAMUEL R. DUNLAP, III AS

A CLASS III TRUSTEE OF THE BOARD OF TRUSTEES OF THE FUND

The Fund’s Amended and Restated Declaration of Trust provides that the Board shall be divided into three classes of Trustees, consisting, as nearly as may be possible, of one-third (1/3) of the total number of Trustees constituting the entire Board. Each class serves for three years with one class being elected each year. Each year the term of office of one class will expire. The term of office of the Class III Trustees expires on the date setof the Meeting.

The Board, including the Trustees who are not “interested persons” of the Fund (as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”)) (the “Independent Trustees”), upon the recommendation of the Board’s Nominating and Governance Committee, which is comprised solely of Independent Trustees, has nominated each of Messrs. Cohen and Dunlap to serve as a Class III Trustee for a three-year term expiring in 2026 or until his successor is duly elected. Each Trustee nominee has stated an intention to serve if elected and has consented to be named in this Proxy Statement.

It is the intention of the persons named on the enclosed Proxy Card to vote for the original meetingTrustee nominees for a three-year term. The Board knows of no reason why the Trustee nominees would be unable to serve or a new record date is fixed for good cause will not serve, but in the adjourned meeting, noticeevent of any such adjourned meeting shallunavailability, the proxies received will be givenvoted for such substituted nominees as the Board may recommend. Each current Trustee is an Independent Trustee, with the exception of Samuel R. Dunlap, III, who is an interested person due to his position with the Adviser. The name of the Trustee nominees and each shareholderother Trustee, their years of record entitled to votebirth, position(s) held with the Fund, principal occupations during the past five years and other directorships held are provided in the tables below. Unless otherwise noted, the address of each Trustee is c/o Angel Oak Capital Advisors, LLC, 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF IRA P. COHEN AND SAMUEL R. DUNLAP, III AS A CLASS III TRUSTEE OF THE BOARD OF TRUSTEES OF THE FUND.

2


CLASS III TRUSTEE NOMINEES

(Current Trustees with a term expiring at

the Meeting)

Name and
Year of
Birth

Positions with
the Fund

Term of Office
and Length of
Time Served

Principal

Occupation(s) During

Past 5 Years

Number of
Portfolios in
Fund
Complex(1)
Overseen by
Trustee

Other Directorships

Held During the Past 5

Years

Ira P. Cohen

1959

Independent Trustee, ChairTrustee since 2018, Chair since 2019;
3 year term
Executive Vice President, Recognos Financial (investment industry data analysis provider) (2015-2021); Independent financial services consultant (since 2005).10

Trustee, Valued Advisers Trust (since 2010); Trustee, Apollo Diversified Real Estate Fund (formerly, Griffin Institutional Access Real Estate Fund) (since 2014); Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Strategic Credit Fund (since 2017); Trustee, U.S. Fixed Income Trust (since 2019); Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019- 2022); Trustee, Apollo Credit Fund (formerly, Griffin Institutional Access Credit Fund) (2017-2022).

Samuel R. Dunlap, III

1979

Interested TrusteeSince 2022;
3 year term
Chief Investment Officer-Public Strategies, Angel Oak Capital Advisors, LLC (investment management) (since 2009).10

Trustee, Angel Oak Funds Trust (since 2019); Trustee, Angel Oak Strategic Credit Fund (since 2019); Trustee, Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022).

(1)

The Fund Complex consists of the Fund, each series of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund and Angel Oak Credit Opportunities Term Trust.

3


CLASS I TRUSTEE

(Current Trustee with a term expiring at the adjournedannual meeting to be held in 2024)

Name and

Year of
Birth

Positions with
the Fund

Term of Office
and Length of
Time Served

Principal

Occupation(s)

During Past 5 Years

Number of

Portfolios in

Fund

Complex(1)

Overseen by

Trustee

Other Directorships

Held During the

Past 5 Years

Alvin R. Albe, Jr. 1953Independent TrusteeSince 2018; 3 year termRetired.10Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Strategic Credit Fund (since 2017); Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022).

(1)

The Fund Complex consists of the Fund, each series of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund and Angel Oak Credit Opportunities Term Trust.

CLASS II TRUSTEES

(Current Trustees with a term expiring at

the annual meeting to be held in 2025)

Name and

Year of
Birth

Positions with
the Fund

Term of Office
and Length of
Time Served

Principal

Occupation(s)

During Past 5 Years

Number of

Portfolios in

Fund

Complex(1)

Overseen by

Trustee

Other Directorships

Held During the

Past 5 Years

Andrea N. Mullins

1967

Independent TrusteeSince 2019; 3 year termPrivate Investor; Independent Contractor, SWM Advisors (since 2014).10

Trustee, Valued Advisors Trust (since 2013, Chair since 2017); Trustee, Angel Oak Funds Trust (since 2019); Trustee, Angel Oak Strategic Credit Fund (since 2019); Angel Oak Credit Opportunities Term Trust (since 2021); Trustee and Audit Committee Chair, Cushing Mutual Funds Trust (since 2021); Trustee and Audit Committee Chair, NXG Cushing Midstream Energy Fund (formerly, Cushing MLP & Infrastructure Fund) (since 2021); Trustee and Audit Committee Chair, NXG NextGen Infrastructure Income Fund (formerly, Cushing NextGen Infrastructure Income Fund) (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022).

4


Name and

Year of
Birth

Positions with
the Fund

Term of Office
and Length of
Time Served

Principal

Occupation(s)

During Past 5 Years

Number of

Portfolios in

Fund

Complex(1)

Overseen by

Trustee

Other Directorships

Held During the

Past 5 Years

Keith M. Schappert 1951Independent TrusteeSince 2018; 3 year termPresident, Schappert Consulting LLC (investment industry consulting) (since 2008); Retired, President and CEO of JP Morgan Investment Management.10Trustee, Mirae Asset Discovery Funds (since 2010); Director, Commonfund Capital, Inc. (2015-2022); Director, The Commonfund (2012-2022); Trustee, Angel Oak Funds Trust (since 2014); Trustee, Angel Oak Strategic Credit Fund (since 2017); Angel Oak Credit Opportunities Term Trust (since 2021); Trustee, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022).

(1)

The Fund Complex consists of the Fund, each series of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund and Angel Oak Credit Opportunities Term Trust.

Information about Each Trustee’s Qualification, Experience, Attributes and Skills

The Board believes that each of the Trustees has the qualifications, experience, attributes and skills (“Trustee Attributes”) appropriate to their continued service as Trustees of the Fund in light of the Fund’s business and structure. In addition to a demonstrated record of business and/or professional accomplishment, each of the Trustees has demonstrated a commitment to discharging their oversight duties as Trustees in the interests of shareholders. The Board annually conducts a “self-assessment” wherein the effectiveness of the Board is reviewed.

In addition to the information provided in the table above, certain additional information concerning each particular Trustee and his or her Trustee Attributes is provided below.

Class III Trustee Nominees

Mr. Cohen has over 41 years of experience in the financial services industry. He served as Executive Vice President of Recognos Financial, a premier provider of semantic data analysis for the financial services industry, from 2015 to 2021, and he has been an independent financial services consultant since 2005. Mr. Cohen has held a variety of management roles for various financial and investment companies throughout his career. Additionally, Mr. Cohen served as an independent trustee of the trust in which the Adviser’s first mutual fund was launched. The Board believes that Mr. Cohen’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Fund.

5


Mr. Dunlap has served in various portfolio management capacities for Angel Oak since 2009. In addition to serving as portfolio manager for Angel Oak funds, Mr. Dunlap is responsible for managing Angel Oak’s separately managed account clients, including depository institutions. Prior to joining Angel Oak, he spent six years with SunTrust Robinson Humphrey where he focused on marketing and structuring interest rate derivatives products. He previously was with Wachovia supporting the agency mortgage pass-through trading desk. The Board believes that Mr. Dunlap’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Fund.

Class I Trustee

Mr. Albe has over 32 years of experience in the investment management industry, including having served as executive management for a large asset management firm and its affiliated investment companies. Mr. Albe is a Certified Public Accountant (non-practicing) and has past experience as a member of the board and audit committee of a publicly held company. Mr. Albe is an audit committee financial expert of the Fund. The Board believes that Mr. Albe’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Fund.

Class II Trustees

Ms. Mullins worked in the asset management and mutual funds industry at Raymond James from 1990-2010, and her experience includes accounting, compliance, and operations. Ms. Mullins retired as Chief Financial Officer of Eagle Family of Funds (now Carillon Family of Funds) in 2010. Since 2014, Ms. Mullins has been an independent contractor with SWM Advisors, an investment adviser. In addition to this experience, Ms. Mullins also has experience serving as a Trustee for Valued Advisers Trust since 2013 and as its Chair since 2017. The Board believes that Ms. Mullins’ experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that she possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Fund.

Mr. Schappert has over 47 years of experience in the investment management industry. He has been an independent financial services consultant for his own consulting business, Schappert Consulting, LLC, since 2008 and has served a variety of management roles for various financial and investment companies throughout his career. The Board believes that Mr. Schappert’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that he possesses the requisite skills and attributes as a Trustee to carry out oversight responsibilities with respect to the Fund.

The Role of the Board

The Board oversees the management and operations of the Fund. Like most closed-end funds, the day-to-day management and operation of the Fund is the responsibility of the various service providers to the Fund, such as the Adviser, the administrator, the custodian and the transfer agent. The Board has appointed various senior employees of the Adviser as officers of the Fund, with responsibility to monitor and report to the Board on the Fund’s operations. In conducting this oversight, the Board receives regular reports from these officers and the service providers. For example, the Treasurer reports as to financial reporting matters. In addition, the Adviser provides regular reports on the investment strategy and performance of the Fund. The Board has appointed a Chief Compliance Officer (the “CCO”) who administers the Fund’s compliance program and regularly reports to the Board as to compliance matters. These reports are provided as part of the Board’s regular Board meetings, which are typically held quarterly, and involve the Board’s review of recent operations. Angel Oak compensates the CCO for his services to the Fund, and the Fund reimburses Angel Oak for a portion of the CCO’s salary.

6


Board Structure, Leadership

The Board has structured itself in a manner that it believes allows it to perform its oversight function effectively. It has established four standing committees—an Audit, Financial and Administrative Oversight Committee, a Nominating and Governance Committee, a Compliance Oversight Committee and a Valuation and Risk Management Oversight Committee—that are discussed in greater detail below under “Fund Committees.” At least a majority of the Board is comprised of Independent Trustees who are not affiliated with the Adviser, the principal underwriter, or their affiliates. The Committees are each comprised entirely of Independent Trustees.

The Board has an Independent Chair, Mr. Ira Cohen. Except for any duties specified herein or pursuant to the Fund’s Declaration of Trust and By-Laws, the designation of Chairman does not impose on Mr. Cohen any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Board. As Chairman, Mr. Cohen acts as a spokesperson for the Trustees in between meetings of the Board, serves as a liaison for the Trustees with the Fund’s service providers, officers and legal counsel to discuss ideas informally, and participates in setting the agenda for meetings of the Board and separate meetings or executive sessions of the Independent Trustees. The Independent Trustees are represented by independent legal counsel. The majority of the Board is comprised of Independent Trustees, and the Board believes that maintaining a Board that has a majority of Independent Trustees allows the Board to operate in a manner that provides for an appropriate level of independent oversight and action. In accordance with applicable regulations regarding the provisionsgovernance of theBy-Laws Fund, the Independent Trustees have an opportunity to meet in a separate quarterly executive session in conjunction with each quarterly meeting of the Board during which they may review matters relating to their independent oversight of the Fund.

HouseholdingThe Board reviews annually the structure and operation of the Board and its committees. The Board has determined that the composition of the Board and the function and composition of its various committees provide the appropriate means and communication channels to address any potential conflicts of interest that may arise.

Please note that only one copyFor the Fund’s fiscal year ended January 31, 2023, the Board held five meetings.

Board Oversight of shareholder documents, including annual or semi-annualRisk Management

As part of its oversight function, the Board receives and reviews various risk management reports and proxy materials may be delivereddiscusses these matters with appropriate management and other personnel. Because risk management is a broad concept comprised of many elements (e.g., investment risk, issuer and counterparty risk, compliance risk, operational risks, business continuity risks), the oversight of different types of risks is handled in different ways. For example, the Audit, Financial and Administrative Oversight Committee meets with the Treasurer and the Fund’s independent registered public accounting firm (the “independent auditor”) to two or more shareholdersdiscuss, among other things, the internal control structure of the Fund’s financial reporting function. The Board meets regularly with the Chief Compliance Officer to discuss compliance and operational risks and how they are managed. The Board also receives reports from the Adviser and its Chief Risk and Operating Officers as to investment and other risks of the Fund.

Board Committees

The Board has four standing committees: the Audit, Financial and Administrative Oversight Committee, the Nominating and Governance Committee, the Compliance Oversight Committee and the Valuation and Risk Management Oversight Committee.

The Audit, Financial and Administrative Oversight Committee is comprised of all the Independent Trustees for purposes of the listing standards of the New York Stock Exchange. The Board has adopted a charter for the Committee setting forth its responsibilities, which is included as Exhibit B. The function of the Committee is to review the scope and results of the annual audit of the Fund who share an address, unlessand any matters bearing on the audit or the Fund’s financial statements and to ensure the integrity of the Fund’s financial reporting. The Committee also recommends to the Board the annual selection of the independent registered public accounting firm for the Fund, has received instructionsand it reviews and pre-approves audit and certain non-audit services to be provided by the independent registered public accounting firm. The Committee also assists the Board in overseeing the review of financial and administrative reports and discussing with the Fund’s management financial and administrative matters relating to the contrary. This practiceFund. For the fiscal year ended January 31, 2023, the Audit, Financial and Administrative Oversight Committee met four times.

7


The Board, including a majority of the Independent Trustees, selected Cohen & Company, Ltd. (“Cohen & Co.”) as the independent auditor for the Fund for the fiscal year ending January 31, 2023. In connection with the audit of the Fund’s financial statements by Cohen & Co. for the fiscal year ended January 31, 2023, the Committee: (1) reviewed and discussed the Fund’s audited financial statements with the Adviser, (2) discussed with Cohen & Co. the matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board, (3) received and reviewed the written disclosures and the letter from Cohen & Co. required by applicable requirements of the Public Company Accounting Oversight Board regarding Cohen & Co.’s communications with the Committee concerning independence, and (4) discussed with Cohen & Co. its independence. Based on the foregoing reviews and discussions, the Committee recommended to the Board that the Fund’s audited financial statements for the fiscal year ended January 31, 2023, be included in the Fund’s Annual Report to Shareholders for the fiscal year ended January 31, 2023.

Audit, Financial and Administrative Oversight Committee

Alvin R. Albe, Jr.

Ira P. Cohen

Andrea N. Mullins

Keith M. Schappert

The Nominating and Governance Committee, comprised of all the Independent Trustees, is commonly called “householding”responsible for seeking and itreviewing candidates for consideration as nominees for Trustees. The Board has adopted a charter for the Committee setting forth its responsibilities, which is intendedincluded as Exhibit C. The Committee has a policy in place for considering Trustee candidates recommended by shareholders. Nomination submissions must be accompanied by all information relating to reduce expensesthe recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Trustees, as well as information sufficient to evaluate the individual’s qualifications. When assessing a candidate’s qualifications and eliminate duplicate mailingsfitness for service on the Board, the Committee shall consider, among other things, the Board’s commitments to diversity and inclusiveness and best governance practices; the candidate’s skills, relevant professional and industry experience, demonstrated commitment to integrity and ethical business practices, gender, race, ethnicity, national origin, sexual orientation, veteran status; such other relevant attributes that the members of shareholder documents. Mailingsthe Committee, in the exercise of your shareholder documentstheir reasonable business judgment, consider important in order to achieve a diverse, inclusive and effective Board. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders. In addition, a nominee must provide such additional information as reasonably requested by the Committee. The Committee will consider recommendations by shareholders for up to one year from receipt. Nomination submissions should be sent to:

Secretary, Angel Oak Financial Strategies Income Term Trust

c/o Angel Oak Capital Advisors, LLC

3344 Peachtree Road NE, Suite 1725

Atlanta, GA 30326

The Committee meets at least annually. For the fiscal year ended January 31, 2023, the Nominating and Governance Committee met four times.

The Compliance Oversight Committee, comprised of all the Independent Trustees, assists the full Board in connection with matters relating to the compliance of the Fund and its service providers with applicable laws. The Committee coordinates the Board’s oversight of the implementation and administration of the Fund’s compliance program through the periodic review of reports and discussions with appropriate management of the Fund, including the CCO, and other service providers. The Committee reviews and makes recommendations to the Board regarding the Fund’s compliance matters such as compliance with and any proposed changes to the Fund’s compliance program and the Codes of Ethics of the Fund and Adviser. The Committee meets at least annually. For the fiscal year ended January 31, 2023, the Compliance Oversight Committee met four times.

The Valuation and Risk Management Oversight Committee, comprised of all the Independent Trustees, oversees valuation matters of the Fund delegated to the Adviser’s Valuation Committee, including the fair valuation determinations and methodologies proposed and utilized by the Adviser’s Valuation Committee, reviews the Fund’s valuation procedures and their application by the Adviser’s Valuation Committee, reviews pricing errors and procedures for calculation of NAV of the Fund and responds to other matters deemed appropriate by the Board. The

8


Committee also oversees the policies, procedures, practices and systems relating to identifying and managing the various risks that are or may be householded indefinitely unless you instructapplicable to the Fund. The Committee does not assume any day-to-day risk management functions or activities. The Adviser and other service providers are responsible for the day-to-day implementation, maintenance, and administration of policies, procedures, systems and practices designed to identify, monitor and control risks to which the Fund otherwise. To requestis or may be exposed. The Chief Risk Officer of the Adviser oversees the execution of its risk management responsibilities. The actions of the Committee are reviewed and ratified by the Board. The Committee meets at least annually. For the fiscal year ended January 31, 2023, the Valuation and Risk Management Oversight Committee met four times.

Each Trustee attended 75% or more of the meetings of the Board and those Committees of which each Trustee is a separate copy of any shareholder document, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the Fund at the address and phone number set forth above.member.

Other Matters with Respect to the Special Meeting

The Fund does not have a formal policy regarding Board memberTrustee attendance at annual shareholder meetings.

Shareholder CommunicationsBeneficial Ownership by Trustees

The table below shows the amount of the Fund’s equity securities beneficially owned by each Trustee and the aggregate value of all investments in equity securities of the Fund Complex, as of March 31, 2023, stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000.

Name of Trustee

Dollar Range of

Equity Securities in the Fund

Aggregate Dollar Range of
Equity Securities in all
Registered Investment Companies
Overseen by the Trustees in
the Fund Complex(1)

Independent Trustees

Alvin R. Albe, Jr.

AE

Ira P. Cohen

AA

Andrea N. Mullins

AE

Keith M. Schappert

AE

Interested Trustee

Samuel R. Dunlap, III

AC

(1)

The Fund Complex consists of the Fund, each series of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund and Angel Oak Credit Opportunities Term Trust.

As of March 31, 2023, the Independent Trustees and members of their immediate family did not own securities beneficially or of record in the Adviser, the Fund’s principal underwriter, or any of their affiliates.

As of March 31, 2023, the Trustees and officers of the Fund as a group beneficially owned less than 1% of the total outstanding shares of the Fund.

Trustee Compensation

The table below shows the compensation paid to the Trustees for services for the fiscal year ended January 31, 2023, from the Fund and the Fund Complex.

Each Trustee who is not an “interested person” (i.e., an “Independent Trustee”) of the Fund Complex (which includes affiliated registrants not disclosed herein) receives an annual retainer of $65,000 (pro-rated for any periods less than one year), paid quarterly, as well as $12,000 for attending each regularly scheduled in-person or virtual meeting in connection with his or her service on the Board of the Fund Complex. In addition, each Committee Chair receives additional annual compensation of $12,000 (pro-rated for any periods less than one year) and the Chair of the Board receives an additional $12,000. Independent Trustees are permitted to receive reimbursement of out-of-pocket expenses incurred in connection with attendance at meetings. The Fund does not have any pension or retirement plans.

9


Name of Person/Position

  Aggregate Compensation
from the Fund
   Total Compensation from the
Fund and Fund Complex
Paid to Trustees(1)
 

Independent Trustees

    

Alvin R. Albe, Jr., Trustee

  $11,201   $125,000 

Ira P. Cohen, Chairman

  $12,606   $137,000 

Andrea N. Mullins, Trustee

  $11,201   $125,000 

Keith M. Schappert, Trustee

  $11,201   $125,000 

Interested Trustee

    

Samuel R. Dunlap, III, Trustee

  $0   $0 

(1)

The Fund Complex consists of the Fund, each series of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund and Angel Oak Credit Opportunities Term Trust.

Officers

The Board elects the officers of the Fund, who are responsible for administering the day-to-day operations of the Fund. The below table includes certain information concerning the officers of the Fund. The address of each officer of the Fund is c/o Angel Oak Capital Advisors, LLC, 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326.

Name and Year of Birth

Positions with the Fund

Term of Office and Length of

Time Served

Principal Occupation(s) During
Past 5 Years

Adam Langley
1967
PresidentSince 2022; indefinite term (other offices held 2019-2022)Chief Operating Officer, Angel Oak Capital Advisors, LLC (since 2021); Chief Compliance Officer, Angel Oak Capital Advisors, LLC (2015-2022); Chief Compliance Officer of Falcons I, LLC (2018-2022); Chief Compliance Officer, Angel Oak Funds Trust (2015-2022); Chief Compliance Officer, Angel Oak Strategic Credit Fund (2017-2022); Chief Compliance Officer, Angel Oak Dynamic Financial Strategies Income Term Trust (2019-2022); Chief Compliance Officer, Angel Oak Credit Opportunities Term Trust (2021-2022); Chief Compliance Officer, Angel Oak Commercial Real Estate Solutions (2021-2022); Chief Compliance Officer, Buckhead One Financial Opportunities, LLC (2015-2022); Chief Compliance Officer, Angel Oak Capital Partners II, LLC (2016-2022); Chief Compliance Officer, Hawks I, LLC (2018-2022).

10


Name and Year of Birth

Positions with the Fund

Term of Office and Length of

Time Served

Principal Occupation(s) During
Past 5 Years

Kevin Sluss

1965

SecretarySince 2023; indefinite term (other offices held 2022-2023)Chief Risk Officer, Angel Oak Capital Advisors, LLC (since 2022); Senior Quantitative Analytics & Model Development Manager, PNC Bank (2019-2022); Senior Quantitative Analytics & Model Development Consultant, PNC Bank (2016-2019).
Daniel Fazioli
1981
TreasurerSince 2019; indefinite termChief Accounting Officer, Angel Oak Capital Advisors, LLC (since 2015).

Chase Eldredge

1989

Chief Compliance OfficerSince 2022; indefinite termChief Compliance Officer, Angel Oak Capital Advisors, LLC (since 2022); Chief Compliance Officer of Falcons I, LLC (since 2022); Chief Compliance Officer, Angel Oak Funds Trust (since 2022); Chief Compliance Officer, Angel Oak Strategic Credit Fund (since 2022); Chief Compliance Officer, Angel Oak Credit Opportunities Term Trust (since 2022); Senior Compliance Officer, Angel Oak Capital Advisors, LLC (2020-2022); Compliance Officer, Angel Oak Capital Advisors, LLC (2017-2020).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) requires the Fund’s executive officers, directors and certain persons affiliated with the Adviser, and persons who own beneficially, directly or indirectly, more than 10% of the Fund’s outstanding interests (collectively, the “Reporting Persons”), to file Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission (the “SEC”). The Reporting Persons are required by SEC regulations to furnish to the Fund copies of all Section 16(a) forms they filed with respect to shares of the Fund.

Delinquent Section 16(a) Reports

The required Form 3 for Kevin Sluss upon his appointment as Secretary of the Fund was not filed on a timely basis. As of the date of this Proxy Statement, to the best of the Fund’s knowledge, all other Reporting Persons complied with all applicable Section 16(a) reporting requirements and all required reports were filed in a timely manner.

Quorum and Required Vote

The presence in person or by proxy of holders of thirty-three and one-third percent (3313%) of the Fund’s shares entitled to vote at the Meeting shall constitute a quorum. Provided that a quorum is present at the Meeting, a vote of the holders of at least a majority of the shares then entitled to vote in an election of a Trustee shall elect the Trustee nominee.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF IRA P. COHEN AND

SAMUEL R. DUNLAP, III AS A CLASS III TRUSTEE OF THE BOARD OF TRUSTEES OF THE FUND

11


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Co. was selected as the independent registered public accounting firm to perform audit services, audit-related services, tax services and other services for the fiscal years ended January 31, 2023, and January 31, 2022. “Audit services” refer to performing an audit of the Fund’s annual financial statements or services that are normally provided by Cohen & Co. in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services provided by Cohen & Co. that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by Cohen & Co. for tax compliance, tax advice, and tax planning.

A representative of Cohen & Co. is not expected to attend the Meeting, will have the opportunity to make a statement if he or she desires to do so and is not expected to be available to answer appropriate questions.

The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years of the Fund for audit services, audit-related services, tax services and other services by Cohen & Co.

   Fiscal Year Ended
01/31/2022
   Fiscal Year Ended
01/31/2023
 

Audit Fees

  $25,000   $25,000 

Audit-Related Fees

  $0   $0 

Tax Fees

  $4,000   $4,000 

All Other Fees

  $0   $0 

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

   Fiscal Year Ended
01/31/2022
  Fiscal Year Ended
01/31/2023
 

Audit-Related Fees

   0  0

Tax Fees

   0  0

All Other Fees

   0  0

The following table details the aggregate fees billed or expected to be billed by Cohen & Co. for non-audit services to the Fund and to the Adviser (and any other controlling entity) for the last two fiscal years.

   Fiscal Year Ended
01/31/2022
   Fiscal Year Ended
01/31/2023
 

Fund

  $4,000   $4,000 

Adviser

  $0   $0 

Pre-Approval of Audit and Non-Audit Services

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

The Audit, Financial and Administrative Oversight Committee also has the duty and responsibility to pre-approve those non-audit services provided to the Adviser (and entities controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund) where the engagement relates directly to the operations or financial reporting of the Fund in accordance with the Charter of the Committee and the 1940 Act. The Committee

12


considered whether the provision of any non-audit services rendered to the Adviser and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund that were not pre-approved by the Committee because the engagement did not relate directly to the operations and financial reporting of the Fund is compatible with maintaining Cohen & Co.’s independence.

COMMUNICATIONS TO THE BOARD

Shareholders of the Fund who wish to send communications to the Board should send them to the Board c/o Angel Oak Capital Advisors, LLC, 3344 Peachtree Rd.Road NE, Suite 1725, Atlanta, Georgia 30326.

SHAREHOLDEROTHER INFORMATION

As of March 31, 2020, no single shareholder or “group” (as that term is used in Section 13(d) of the Exchange Act) beneficially owned more than 5% of either the Acquired Fund’s or the Fund’s outstanding common stock, except as described in the following tables. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of control. A party that controls a Fund may be able to significantly affect the outcome of any item presented to shareholders for approval. Information as

17


to beneficial ownership of common shares, including percentage of common shares beneficially owned, is based on, among other things, reports filed with the SEC by such holders. Unless otherwise noted, the Funds do not have knowledge of the identity of the ultimate beneficiaries of the common shares listed below.

The Acquired Fund

Shareholder Name and Address

  Class of Shares /
Beneficial or Record
Owner
  Share
Holdings
   Percentage
Owned
  Estimated Pro Forma
Percentage of
Ownership of
Combined Fund
 

TD Ameritrade Clearing, Inc.

Omaha, NE 68154-2631

  Common Stock /
Beneficial Owner
   4,186,877    73  19

Goldman Sachs & Co. LLC

Jersey City, NJ 07302

  Common Stock /
Beneficial Owner
   696,639    12  3

Charles Schwab & Co., Inc.

Omaha, NE 68154-2631

  Common Stock /
Beneficial Owner
   425,091    7  5

National Financial Services LLC

Jersey City, NJ 07310

  Common Stock /
Beneficial Owner
   358,956    6  4

Daniel Asher*

  Common Stock /
Record Owner
   2,427,694    42  10

*

Information is as of December 31, 2019.

The Fund

Shareholder Name and Address

  Class of Shares /
Beneficial or Record
Owner
  Share
Holdings
   Percentage
Owned
  Estimated Pro Forma
Percentage of
Ownership of
Combined Fund
 

UBS Financial Services

3710 South Parton Street

Santa Ana, CA 72707-4831

  Common Shares /
Beneficial Owner
   4,319,594    37  28

Wells Fargo Clearing Services, LLC

One North Jefferson Avenue

St. Louis, MO 63103

  Common Shares /
Beneficial Owner
   2,151,591    19  15

RBC Capital Markets

200 Vesey Street, 9th Floor

New York, NY 10281

  Common Shares /
Beneficial Owner
   1,155,775    10  8

Security Ownership of Management

As of March 31, 2020, the current officers and trustees of the Fund, in the aggregate, owned less than 1% of the outstanding shares of any class of the Fund.

INVESTMENT ADVISER, ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT

Investment Adviser.Angel Oak Capital Advisors, LLC, locatedwhich has its principal office at 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326, serves as the investment adviser forto the Fund.

Custodian, Administrator and Transfer Agent. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, locatedwhich has its principal office at 615 East Michigan Street, Milwaukee, Wisconsin 53202, servesacts as administrator, fund accountant, transfer agent and transferdividend disbursing agent to the Fund. U.S. Bank, which has its principal office at 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, acts as the custodian to the Fund.

Independent Registered Public Accounting Firm. Cohen & Company, Ltd., which has its principal office at 1350 Euclid Avenue, Suite 800, Cleveland, OH 44115, serves as the Fund’s independent auditors.

Proxy Solicitation. Solicitation of proxies is being made primarily by the mailing of the Notice and Proxy Statement with its enclosures. Shareholders of the Fund pursuantwhose shares are held by intermediaries such as brokers can vote their proxies by contacting their respective intermediary. In addition to respective agreements.

the solicitation of proxies by mail, employees of Angel Oak and its affiliates as well as dealers or their representatives may solicit proxies in person or by mail, telephone, electronic mail, facsimile or oral communication. The Fund has retained Okapi, a proxy solicitation firm, to assist with the solicitation and tabulation of proxies. The cost of Okapi’s services in connection with the proxy solicitation is approximately $15,555 and will be borne by the Fund.

Householding. Unless you have instructed the Fund otherwise, only one copy of this proxy solicitation will be mailed to multiple Fund shareholders of record who share the same mailing address (a “Household”). If you need additional copies of this proxy solicitation, please contact your participating broker-dealer firm or other financial intermediary or, if you hold Fund shares directly with the Fund, you may write to the Fund c/o U.S. Bank Global Fund Services at P.O. Box 701, Milwaukee, WI 53201-0701 or call toll-free (855) 751-4324. If you do not want the mailing of your proxy solicitation materials to be combined with those of other members of your Household in the future, or if you are receiving multiple copies and would rather receive just one copy for your Household, please contact your participating broker-dealer firm or other financial intermediary or the Fund.

18


SHAREHOLDER PROPOSALS

Shareholder Proposals.For nominations or other business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary and such other proposed business must otherwise be a proper matter for action by the shareholders. To be timely, a shareholder’s notice shall set forth all information required by the currentBy-Laws and shall be delivered to the Secretary at the principal executive office of the Fund, 3344 Peachtree Rd. NE, Suite 1725, Atlanta, Georgia 30326, not earlier than the 150th day or later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the date of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than the close of business on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the shareholders may be made

13


at an annual meeting of shareholders only (1) pursuant to the Fund’s notice of meeting (or any supplement thereto), (2) by or at the direction of the Board of Trustees or any committee thereof or (3) by any shareholder of the Fund who was a shareholder of record both at the time of giving of notice by the shareholder and at the time of the annual meeting, who is entitled to vote at the meeting in the election of any individual so nominated or on any such other business.

Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Fund’s proxy materials. Inclusion of such proposals is subject to limitations under the federal securities laws.

SOLICITATION OF PROXIESFund Reports. Copies of the Fund’s most recent annual report and semi-annual report are available upon request, at no charge, by writing to the Fund c/o U.S. Bank Global Fund Services at P.O. Box 701, Milwaukee, WI 53201-0701, by calling (855) 751-4324, or by visiting the Fund’s website at www.angeloakcapital.com/fins.

Solicitation of proxies is being made primarily by the mailing ofShareholders should note that information and data provided in this Notice and Proxy Statement with its enclosures onis current only as of the dates indicated.

14


EXHIBIT A

SHAREHOLDERS OWNING MORE THAN 5% OF THE FUND

As of March 31, 2023, no single shareholder or about May 7, 2020.“group” (as that term is used in Section 13(d) of the Exchange Act) beneficially owned more than 5% of the Fund’s outstanding common shares, except as described in the following table. A “principal shareholder” is any person who owns, of record or beneficially, 5% or more of any class of the Fund. Shareholders holding greater than 25% interest in the Fund may be deemed to be a “control person” of the Fund whose shares are held by nominees such as brokers can vote their proxies by contacting their respective nominee. In addition tofor purposes of the solicitation of proxies by mail, employees of Angel Oak1940 Act. This information is based on, among other sources, publicly available Schedule 13D and its affiliates as well as dealers or their representatives may solicit proxies in person or by mail, telephone, telegraph, facsimile or oral communication. The Fund has retained Okapi, a proxy solicitation firm, to assist the solicitation and tabulation of proxies. The cost of Okapi’s services in connection13G disclosures filed with the proxy is approximately $16,610 and will be borne by Angel Oak.

OTHER BUSINESS

The Board knows of no other business to be presented for action at the Special Meeting. If any matters do come before the Special Meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the Special Meeting. The submission of a proposal does not guarantee its inclusion in the proxy statement or presentation at the Special Meeting unless certain securities law requirements are met.

SEC.

 

19


APPENDIX A

Schedule of Investments

January 31, 2020 (Unaudited)

Shareholder Name and Address

  Class of Shares  Share Holdings   Percentage Owned 

Morgan Stanley(1)

  Common   2,178,211    8.7

Karpus Investment Management(2)

  Common   1,621,878    6.5

Daniel Asher(3)

  Common   1,505,403    6.0

 

  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value 

Asset-Backed Securities — 0.0%

        

ARES XLIV CLO Ltd., Series 2017-44A, Class E, 9.881% (3-Month USD Libor+8.05%),
10/15/2029 (b) (c)

 $—    $—    $500,000  $479,914   (500,000  (479,914  —     —   

Ashford Hospitality Trust, Series 2018-KEYS, Class F, 7.676% (1-Month USD Libor+6.00%),
5/15/2035 (b) (c)

  —     —     500,000   501,842   (500,000  (501,842  —     —   

Beechwood Park CLO Ltd., Series 2019-1A, Class E, 9.403% (3-Month USD Libor+7.50%),
1/17/2033 (b) (c)

  —     —     250,000   249,200   (250,000  (249,200  —     —   

BlueMountain CLO XXVI Ltd., Series 2019-26A, Class E, 9.526% (3-Month USD Libor+7.70%),
10/20/2032 (b) (c)

  —     —     500,000   501,073   (500,000  (501,073  —     —   

Continental Credit Card ABS LLC, Series 2019-1A, Class B, 4.950%, 8/15/2026 (b)

  —     —     300,000   308,490   (300,000  (308,490  —     —   

CPS Auto Receivables Trust, Series 2017-D, Class E, 5.300%, 6/17/2024 (b)

  —     —     500,000   519,137   (500,000  (519,137  —     —   

CPS Auto Receivables Trust , Series 2019-C, Class F, 6.940%, 9/15/2026 (b)

  —     —     300,000   312,985   (300,000  (312,985  —     —   

Deephaven Residential Mortgage Trust,Series 2018-4A, Class B2, 6.125%, 10/25/2058 (a) (b)

  —     —     500,000   515,089   (500,000  (515,089  —     —   

Deephaven Residential Mortgage Trust, Series2019-3A, Class B1, 4.258%, 7/25/2059 (a) (b)

  —     —     600,000   609,224   (600,000  (609,224  —     —   

Diamond CLO 2019-1 Ltd., Series 2019-1A, Class E, 9.844% (3-Month USD Libor +8.05%),
4/25/2029 (b) (c)

  —     —     500,000   500,209   (500,000  (500,209  —     —   

First Investors Auto Owner Trust, Series 2019-1A, Class F, 6.150%, 7/15/2026 (b)

  —     —     250,000   255,203   (250,000  (255,203  —     —   

Foursight Capital Automobile Receivables Trust, Series 2019-1, Class E, 4.300%, 9/15/2025 (b)

  —     —     100,000   102,949   (100,000  (102,949  —     —   

JFIN CLO Ltd., Series 2013-1A, Class ER, 8.319% (3 Month LIBOR USD + 6.500%), 1/22/2030 (b)

  —     —     250,000   220,000   (250,000  (220,000  —     —   

Legacy Mortgage Asset Trust, Series 2019-GS5, Class A2, 4.250%, 5/25/2059 (b) (d)

  —     —     500,000   504,909   (500,000  (504,909  —     —   

Magnetite XVI Ltd., Series 2015-16A, Class F, 8.319%(3-Month USD Libor+6.50%), 1/18/2028 (b) (c)

  —     —     250,000   242,841   (250,000  (242,841  —     —   

MMCF CLO LLC, Series 2017-1A, Class D, 8.211%(3-Month USD Libor+6.38%), 1/15/2028 (b) (c)

  —     —     1,000,000   976,046   (1,000,000  (976,046  —     —   

Monroe Capital MML CLO VI Ltd., Series 2018-1A, Class E, 8.731% (3-Month USD Libor+6.90%),
4/15/2030 (b) (c)

  —     —     1,000,000   943,365   (1,000,000  (943,365  —     —   

Mosaic Solar Loan Trust, Series 2018-1A, Class C, 0.000%, 6/22/2043 (b)

  —     —     333,170   285,133   (333,170  (285,133  —     —   

Mosaic Solar Loan Trust, Series 2019-1A, Class B, 0.000%, 12/21/2043 (b)

  —     —     383,434   323,071   (383,434  (323,071  —     —   

New Residential Mortgage Loan Trust,Series 2019-NQM1, Class B2, 5.468%, 1/25/2049 (a) (b)

  —     —     500,000   511,316   (500,000  (511,316  —     —   

Palmer Square CLO Ltd., Series 2019-1A, Class SUB, 0.000%, 4/20/2027 (a) (b)

  —     —     750,000   699,503   —     —     (750,000  (699,503

Palmer Square Loan Funding 2019-4 Ltd.,Series 2019-4A, Class SUB, 0.000%, 10/24/2027 (a) (b)

  —     —     750,000   736,520   —     —     (750,000  (736,520

Palmer Square Loan Funding Ltd., Series 2019-3A, Class SUB, 0.000%, 8/20/2027 (a) (b)

  —     —     750,000   745,652   —     —     (750,000  (745,652

Pretium Mortgage Credit Partners I LLC,Series 2019-NPL1, Class A2, 5.927%, 7/25/2060 (b)(d)

  —     —     150,000   152,049   (150,000  (152,049  —     —   

Prosper Marketplace Issuance Trust Series, Series 2019-2A, Class C, 5.050%, 9/15/2025 (b)

  —     —     200,000   204,152   (200,000  (204,152  —     —   
(1)

Based on a Schedule 13G/A filed with the SEC on February 8, 2023.

(2)

Based on a Schedule 13G filed with the SEC on February 14, 2023.

(3)

Based on Schedule 13G filed with the SEC on February 11, 2021.

 

A-1


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value 

RBSSP Resecuritization Trust, Series 2009-10, Class 2A2, 2.000%, 1/26/2037 (a) (b)

 $—    $—    $696,667  $500,640   (696,667  (500,640  —     —   

Residential Mortgage Loan Trust, Series2019-3, Class B2, 5.664%, 9/25/2059 (a) (b)

  —     —     200,000   201,004   (200,000  (201,004  —     —   

Velocity Commercial Capital Loan Trust, Series 2018-1, Class M6, 7.260%, 4/25/2048 (b)

  —     —     194,492   195,607   (194,492  (195,607  —     —   

York CLO-2 Ltd., Series 2015-1A, Class F, 9.052% (3-Month USD Libor+7.25%), 1/22/2031 (b) (c)

  —     —     1,000,000   905,220   (1,000,000  (905,220  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSET-BACKED SECURITIES —
(Cost — $2,250,000)

   —      13,202,343    (11,020,668   2,181,675 
  

 

 

   

 

 

   

 

 

   

 

 

 

Bank Loans — 1.5%

        

BJ Services, 12.240%, 1/3/2023 (e)

  —     —     1,925,000   1,925,000   —     —     1,925,000   1,925,000 

Juul, 8.902%, 8/2/2023 (e)

  —     —     939,850   939,850   —     —     939,850   939,850 

Murray Savings Association,
11.500%, 2/12/2021 (e)

  —     —     1,514,165   1,514,165   —     —     1,514,165   1,514,165 

Premier Brands Group Holdings LLC,
11.750%, 03/20/2024 (e)

  —     —     464,423   462,565   —     —     464,423   462,565 
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL BANK LOANS —
(Cost — $4,804,777)

   —      4,841,580    —      4,841,580 
  

 

 

   

 

 

   

 

 

   

 

 

 
  Shares     Shares     Shares     Shares    

Closed-End Funds — 0.0%

        

Aberdeen Emerging Markets Equity Income Fund, Inc.

  —    $—     36,004  $266,790   (36,004  (266,790  —     —   

Aberdeen Total Dynamic Dividend Fund (f)

  —     —     80,241   702,911   (80,241  (702,911  —     —   

AllianzGI Artificial Intelligence & Technology Opportunities Fund

  —     —     4,394   86,606   (4,394  (86,606  —     —   

AllianzGI NFJ Dividend Interest & Premium Strategy Fund (f)

  —     —     42,738   559,440   (42,738  (559,440  —     —   

Barings BDC, Inc. (f)

  —     —     87,094   897,068   (87,094  (897,068  —     —   

BlackRock California Municipal Income Trust

  —     —     5,183   73,754   (5,183  (73,754  —     —   

BlackRock Credit Allocation Income Trust

  —     —     7,976   114,695   (7,976  (114,695  —     —   

BlackRock Debt Strategies Fund, Inc. (f)

  —     —     68,675   780,148   (68,675  (780,148  —     —   

BlackRock New York Municipal Income Quality Trust

  —     —     16,982   240,465   (16,982  (240,465  —     —   

BlackRock Resources & Commodities Strategy Trust

  —     —     31,817   238,946   (31,817  (238,946  —     —   

BrandywineGLOBAL Global Income Opportunities Fund, Inc. (f)

  —     —     65,283   843,456   (65,283  (843,456  —     —   

ClearBridge MLP & Midstream Total Return Fund, Inc.

    14,039   114,137   (14,039  (114,137  

Clough Global Equity Fund

  —     —     27,033   334,128   (27,033  (334,128  —     —   

Clough Global Opportunities Fund (f)

  —     —     47,048   457,307   (47,048  (457,307  —     —   

Cohen & Steers Infrastructure Fund, Inc.

  —     —     4,194   112,357   (4,194  (112,357  —     —   

Delaware Enhanced Global Dividend & Income Fund (f)

  —     —     26,345   273,466   (26,345  (273,466  —     —   

Duff & Phelps Utility and Corporate Bond Trust, Inc.

  —     —     28,012   260,231   (28,012  (260,231  —     —   

Eaton Vance Floating-Rate Income Plus Fund

  —     —     14,064   223,336   (14,064  (223,336  —     —   

Eaton Vance Ltd. Duration Income Fund (f)

  —     —     42,224   560,313   (42,224  (560,313  —     —   

Eaton Vance Senior Income Trust

  —     —     43,200   281,232   (43,200  (281,232  —     —   

Eaton Vance Tax-Managed Buy-Write Strategy Fund

  —     —     12,662   130,165   (12,662  (130,165  —     —   

GDL Fund

  —     —     1,776   16,552   (1,776  (16,552  —     —   

Highland Global Allocation Fund/CEF

  —     —     15,085   136,067   (15,085  (136,067  —     —   

EXHIBIT B

AUDIT, FINANCIAL AND ADMINISTRATIVE OVERSIGHT COMMITTEE CHARTER

A-2Purpose


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Shares  Value  Shares  Value  Shares  Value  Shares  Value 

Highland Income Fund (f)

  —    $—     35,197  $442,778   (35,197  (442,778  —     —   

India Fund, Inc. (f)

  —     —     4,305   87,219   (4,305  (87,219  —     —   

Invesco Dynamic Credit Opportunities Fund (f)

  —     —     9,752   111,270   (9,752  (111,270  —     —   

Invesco High Income Trust II (f)

  —     —     13,949   199,419   (13,949  (199,419  —     —   

Invesco Senior Income Trust (f)

  —     —     52,065   222,318   (52,065  (222,318  —     —   

John Hancock Tax-Advantaged Global Shareholder Yield Fund

  —     —     13,599   95,737   (13,599  (95,737  —     —   

Kayne Anderson Midstream/Energy Fund, Inc.

  —     —     1,784   17,947   (1,784  (17,947  —     —   

Kayne Anderson MLP/Midstream Investment Co. (f)

  —     —     41,534   544,511   (41,534  (544,511  —     —   

Lazard Global Total Return and Income Fund, Inc. (f)

  —     —     2,081   34,257   (2,081  (34,257  —     —   

Neuberger Berman High Yield Strategies Fund, Inc.

  —     —     1,066   13,208   (1,066  (13,208  —     —   

Neuberger Berman New York Municipal Fund, Inc.

  —     —     8,797   113,305   (8,797  (113,305  —     —   

New America High Income Fund, Inc.

  —     —     1,692   15,414   (1,692  (15,414  —     —   

NexPoint Strategic Opportunities Fund

  —     —     20,091   343,757   (20,091  (343,757  —     —   

Nuveen AMT-Free Municipal Credit Income Fund

  —     —     24,046   408,061   (24,046  (408,061  —     —   

Nuveen AMT-Free Quality Municipal Income Fund

  —     —     7,678   113,174   (7,678  (113,174  —     —   

Nuveen Credit Strategies Income Fund (f)

  —     —     74,468   559,999   (74,468  (559,999  —     —   

Nuveen Georgia Quality Municipal Income Fund

  —     —     17,512   226,605   (17,512  (226,605  —     —   

Nuveen Intermediate Duration Quality Municipal Term Fund (f)

  —     —     4,797   68,597   (4,797  (68,597  —     —   

Nuveen Ohio Quality Municipal Income Fund

  —     —     3,494   54,821   (3,494  (54,821  —     —   

Nuveen Texas Quality Municipal Income Fund

  —     —     3,620   53,576   (3,620  (53,576  —     —   

Palmer Square Opportunistic Income Fund

  —     —     149,699   2,829,319   (149,699  (2,829,319  —     —   

PGIM Global High Yield Fund, Inc. (f)

  —     —     72,817   1,092,255   (72,817  (1,092,255  —     —   

PGIM High Yield Bond Fund, Inc. (f)

  —     —     15,780   240,961   (15,780  (240,961  —     —   

PIMCO Energy & Tactical Credit Opportunities Fund

  —     —     19,976   317,618   (19,976  (317,618  —     —   

PIMCO Flexible Credit Income Fund - Class I

  —     —     286,063   2,794,833   (286,063  (2,794,833  —     —   

Pomona Investment Fund

  —     —     219,457   2,126,803   (219,457  (2,126,803  —     —   

Putnam Municipal Opportunities Trust

  —     —     4,156   55,857   (4,156  (55,857  —     —   

Royce Micro-Cap Trust, Inc.

  —     —     32,659   272,703   (32,659  (272,703  —     —   

Source Capital, Inc.

  —     —     9,310   359,087   (9,310  (359,087  —     —   

Special Opportunities Fund, Inc. (f)

  —     —     11,382   167,088   (11,382  (167,088  —     —   

Swiss Helvetia Fund, Inc.

  —     —     25,540   216,579   (25,540  (216,579  —     —   

Templeton Global Income Fund (f)

  —     —     34,496   209,046   (34,496  (209,046  —     —   

Voya Global Equity Dividend and Premium Opportunity Fund

  —     —     36,153   223,426   (36,153  (223,426  —     —   

Voya Infrastructure Industrials and Materials Fund

    3,750   42,600   (3,750  (42,600  

Voya Natural Resources Equity Income Fund

  —     —     24,285   91,797   (24,285  (91,797  —     —   

Voya Prime Rate Trust (f)

  —     —     43,871   225,058   (43,871  (225,058  —     —   

Western Asset Global High Income Fund, Inc. (f)

  —     —     24,731   247,557   (24,731  (247,557  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL CLOSED-END FUNDS —
(Cost — $0)

   —      22,942,130    (22,942,130   —   
  

 

 

   

 

 

   

 

 

   

 

 

 
  Principal
Amount
     Principal
Amount
     Principal
Amount
     Principal
Amount
    

Collateralized Loan Obligations — 0.1%

        

JFIN CLO Ltd., Series 2013-1A, Class ER, 8.319% (3 Month LIBOR USD + 6.500%), 1/22/2030 (a)(b)

 $250,000  $220,000  $—    $—    $—    $—    $250,000  $220,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL COLLATERALIZED LOAN OBLIGATIONS — (Cost — $220,121)

   220,000    —      —      220,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

A-3


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value 

Collateralized Mortgage Obligations — 0.0%

        

Alternative Loan Trust, Series 2006-HY10, Class 1X, 0.476%, 5/25/2036 (a)

 $—    $—    $6,523,092  $95,485  $(6,523,092 $(95,485 $—    $—   

American Home Mortgage Assets Trust, Series 2006-6, Class XP, 1.741%, 12/25/2046 (a)

  —     —     455,347   42,812   (455,347  (42,812  —     —   

American Home Mortgage Investment Trust, Series 2006-1, Class 12A1, 2.061% (1-Month USD Libor+0.40%), 3/25/2046 (a)(c)

  —     —     205,325   198,892   (205,325  (198,892  —     —   

American Home Mortgage Investment Trust, Series 2006-2, Class 1A2, 1.981% (1-Month USD Libor+0.32%), 6/25/2046 (a)(c)

  —     —     1,232,226   459,062   (1,232,226  (459,062  —     —   

Atrium Hotel Portfolio Trust, Series 2018-ATRM, Class F, 5.676% (1-Month USD Libor+4.00%), 6/15/2035 (a)(b)(c)

  —     —     250,000   252,465   (250,000  (252,465  —     —   

BAMLL Commercial Mortgage Securities Trust, Series 2019-AHT, Class F, 5.876% (1-Month USD Libor+4.20%), 3/15/2034 (a)(b)(c)

  —     —     500,000   501,794   (500,000  (501,794  —     —   

BBCMS Trust, Series 2018-CBM, Class F, 5.826% (1-Month USD Libor+4.15%), 7/15/2037 (a)(b)(c)

  —     —     200,000   200,995   (200,000  (200,995  —     —   

CGDB Commercial Mortgage Trust, Series 2019-MOB, Class G, 4.668% (1-Month USD Libor+2.99%), 11/15/2036 (a)(b)(c)

  —     —     250,000   250,469   (250,000  (250,469  —     —   

CHL Mortgage Pass-Through Trust, Series 2004-29, Class 1X, 0.656%, 2/25/2035 (a)

  —     —     6,263,259   134,829   (6,263,259  (134,829  —     —   

Citigroup Commercial Mortgage Trust, Series 2018-TBR, Class F, 5.326% (1-Month USD Libor+3.65%), 12/15/2036 (a)(b)(c)

  —     —     250,000   252,271   (250,000  (252,271  —     —   

Csail Commercial Mortgage Trust, Series 2015-C2, Class C, 4.332%, 6/15/2057 (a)

  —     —     100,000   99,152   (100,000  (99,152  —     —   

CSMC Trust, Series 2018-RPL2, Class A2, 4.316%, 8/25/2062 (a)(b)

  —     —     500,000   499,252   (500,000  (499,252  —     —   

CSMC Trust, Series 2017-PFHP, Class G, 7.826% (1-Month USD Libor+6.15%), 12/15/2030 (a)(b)(c)

  —     —     500,000   502,531   (500,000  (502,531  —     —   

Deutsche Alt-A Securities Mortgage Loan Trust Series, Series 2007-BAR1, Class A4, 1.901% (1-Month USD Libor+0.24%), 3/25/2037 (a)(c)

  —     —     2,000,000   231,484   (2,000,000  (231,484  —     —   

Freddie Mac Structured Agency Credit Risk Debt Notes, Series 2017-HQA3, Class M2, 4.011% (1-Month USD Libor+2.35%), 4/25/2030 (a)(c)

  —     —     230,457   236,131   (230,457  (236,131  —     —   

GS Mortgage Securities Corp. Trust, Series 2019-SMP, Class F, 4.776% (1-Month USD Libor+3.10%), 8/15/2032 (a)(b)(c)

  —     —     250,000   250,624   (250,000  (250,624  —     —   

GS Mortgage Securities Trust, Series 2018-HART, Class F, 5.576% (1-Month USD Libor+3.90%), 10/15/2031 (a)(b)(c)

  —     —     250,000   250,997   (250,000  (250,997  —     —   

IndyMac INDX Mortgage Loan Trust, Series 2004-AR12, Class AX2, 0.929%, 12/25/2034 (a)

  —     —     3,415,668   127,886   (3,415,668  (127,886  —     —   

J.P. Morgan Chase Commercial Mortgage Securities Trust, Series 2018-ASH8, Class F, 5.576% (1-Month USD Libor+4.00%), 2/15/2035 (a)(b)(c)

  —     —     250,000   251,787   (250,000  (251,787  —     —   

Luminent Mortgage Trust, Series 2006-6, Class A2B, 1.901% (1-Month USD Libor+0.24%), 10/25/2046 (a)(c)

  —     —     299,682   238,441   (299,682  (238,441  —     —   

Morgan Stanley Mortgage Loan Trust, Series 2007-10XS, Class A2, 6.250%, 2/25/2037 (a)

  —     —     25,714   17,954   (25,714  (17,954  —     —   

Morgan Stanley Mortgage Loan Trust, Series 2007-7AX, Class 2A1, 1.781% (1-Month USD Libor+0.12%), 4/25/2037 (a)(c)

  —     —     530,794   279,457   (530,794  (279,457  —     —   

Motel 6 Trust, Series 2017-MTL6, Class F, 5.926% (1-Month USD Libor+4.25%), 8/15/2034 (a)(b)(c)

  —     —     160,490   162,011   (160,490  (162,011  —     —   

RALI Series Trust, Series 2006-QS17, Class A7, 6.000%, 12/25/2036

  —     —     472,968   452,049   (472,968  (452,049  —     —   

A-4


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value 

RALI Series Trust, Series 2008-QR1, Class 1A4, 6.000%, 8/25/2036

 $—    $—    $1,054,636  $942,773  $(1,054,636 $(942,773 $—    $—   

Residential Asset Securitization Trust, Series 2006-A8, Class 2A7, 6.500%, 8/25/2036

  —     —     1,536,195   780,229   (1,536,195  (780,229  —     —   

Residential Asset Securitization Trust, Series 2007-A6, Class 1A3, 6.000%, 6/25/2037

  —     —     442,289   384,552   (442,289  (384,552  —     —   

Verus Securitization Trust, Series 2019-3, Class B1, 4.043%, 7/25/2059 (a)(b)

  —     —     250,000   252,182   (250,000  (252,182  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost — $0)

   —      8,348,566    (8,348,566   —   
  

 

 

   

 

 

   

 

 

   

 

 

 
  Shares     Shares     Shares     Shares    

Common Stocks — 0.0%

        

Communications — 0.0%

        

Clear Channel Outdoor Holdings, Inc. (g)

    7,662  $20,917  $(7,662 $(20,917  —    $—   

eDreams ODIGEO S.A.(g)

  —    $—     143,127   701,587   (143,127  (701,587  —     —   

Sinclair Broadcast Group, Inc. - Class A

    5,844   174,853   (5,844  (174,853  —     —   

Twitter, Inc. (g)

  —     —     6,439   209,139   (6,439  (209,139  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      1,106,496    (1,106,496   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consumer Discretionary — 0.0%

        

EZCORP, Inc. - Class A (g)

  —     —     64,312   400,021   (64,312  (400,021  —     —   

Select Interior Concepts, Inc. - Class A (g)

  —     —     54,958   453,953   (54,958  (453,953  —     —   

William Lyon Homes - Class A (g)

  —     —     3,255   75,483   (3,255  (75,483  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      929,457    (929,457   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consumer Staples — 0.0%

        

Darling Ingredients, Inc. (f)(g)

  —     —     53,335   1,446,978   (53,335  (1,446,978  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Energy — 0.0%

        

CrossAmerica Partners LP

  —     —     27,204   508,987   (27,204  (508,987  —     —   

Tallgrass Energy LP - Class A

  —     —     29,651   661,514   (29,651  (661,514  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      1,170,501    (1,170,501   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Financials — 0.0%

        

8i Enterprises Acquisition Corp. (g)(h)

  —     —     4,504   45,265   (4,504  (45,265  —     —   

Act II Global Acquisition Corp. (g)(h)

  —     —     2,518   25,482   (2,518  (25,482  —     —   

Alberton Acquisition Corp. (g)(h)

  —     —     5,404   56,958   (5,404  (56,958  —     —   

Alussa Energy Acquisition Corp. (g)(h)

  —     —     9,323   95,374   (9,323  (95,374  —     —   

Amplitude Healthcare Acquisition Corp. (g)

  —     —     6,577   66,757   (6,577  (66,757  —     —   

Andina Acquisition Corp. III (g)(h)

  —     —     5,590   58,695   (5,590  (58,695  —     —   

B Riley Principal Merger Corp. - Class A (g)

  —     —     2,443   25,016   (2,443  (25,016  —     —   

Big Rock Partners Acquisition Corp. (g)

  —     —     2,674   28,398   (2,674  (28,398  —     —   

Boxwood Merger Corp. - Class A (g)

  —     —     4,354   44,454   (4,354  (44,454  —     —   

CenterState Bank Corp.

    769   17,349   (769  (17,349  

CF Finance Acquisition Corp. (g)

  —     —     3,127   34,084   (3,127  (34,084  —     —   

ChaSerg Technology Acquisition Corp. - Class A (g)

  —     —     3,750   41,662   (3,750  (41,662  —     —   

Churchill Capital Corp. II (g)

  —     —     2,050   23,393   (2,050  (23,393  —     —   

CIIG Merger Corp. (g)

  —     —     2,695   28,028   (2,695  (28,028  —     —   

Crescent Acquisition Corp. (g)

  —     —     3,744   38,975   (3,744  (38,975  —     —   

DD3 Acquisition Corp. (g)(h)

  —     —     5,717   58,428   (5,717  (58,428  —     —   

Edtechx Holdings Acquisition Corp. (g)

  —     —     3,751   38,673   (3,751  (38,673  —     —   

Far Point Acquisition Corp. - Class A (g)

  —     —     2,268   24,086   (2,268  (24,086  —     —   

Fellazo, Inc. (g)(h)

  —     —     4,293   43,660   (4,293  (43,660  —     —   

FinTech Acquisition Corp. III (g)

  —     —     3,235   35,100   (3,235  (35,100  —     —   

Gordon Pointe Acquisition Corp. (g)

  —     —     15,202   160,077   (15,202  (160,077  —     —   

Graf Industrial Corp. (g)

  —     —     5,615   57,891   (5,615  (57,891  —     —   

Greenvision Acquisition Corp. (g)

  —     —     9,058   91,939   (9,058  (91,939  —     —   

Haymaker Acquisition Corp. II (g)

  —     —     3,096   32,972   (3,096  (32,972  —     —   

Healthcare Merger Corp. (g)

  —     —     1,347   14,399   (1,347  (14,399  —     —   

A-5


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Shares  Value  Shares  Value  Shares  Value  Shares  Value 

Hennessy Capital Acquisition Corp. IV (g)

  —    $—     4,074  $44,407   (4,074 $(44,407  —    $—   

Insurance Acquisition Corp. (g)

  —     —     1,206   12,784   (1,206  (12,784  —     —   

International Money Express, Inc. (g)

    12,813   135,562   (12,813  (135,562  

Juniper Industrial Holdings, Inc. (g)

  —     —     177   1,832   (177  (1,832  —     —   

Landcadia Holdings II, Inc. (g)

  —     —     5,171   52,486   (5,171  (52,486  —     —   

Leisure Acquisition Corp. (g)

  —     —     6,444   67,211   (6,444  (67,211  —     —   

Liberty Property Trust - REIT (f)

  —     —     25,330   1,586,924   (25,330  (1,586,924  —     —   

LIV Capital Acquisition Corp. (g)(h)

  —     —     10,878   109,868   (10,878  (109,868  —     —   

Merida Merger Corp. I (g)

  —     —     10,809   106,036   (10,809  (106,036  —     —   

Monocle Acquisition Corp. (g)

  —     —     1,391   14,216   (1,391  (14,216  —     —   

Mudrick Capital Acquisition Corp. - Class A (g)

  —     —     8,811   91,282   (8,811  (91,282  —     —   

Netfin Acquisition Corp. (g)(h)

  —     —     4,279   44,288   (4,279  (44,288  —     —   

Opes Acquisition Corp. (g)

  —     —     5,323   56,104   (5,323  (56,104  —     —   

Osprey Technology Acquisition Corp. (g)

  —     —     5,272   54,038   (5,272  (54,038  —     —   

Pivotal Investment Corp. II (g)

  —     —     7,505   77,172   (7,505  (77,172  —     —   

PropTech Acquisition Corp. (g)

  —     —     3,398   34,829   (3,398  (34,829  —     —   

Replay Acquisition Corp. (g)(h)

  —     —     4,090   42,740   (4,090  (42,740  —     —   

Schultze Special Purpose Acquisition Corp. (g)

  —     —     5,506   57,868   (5,506  (57,868  —     —   

South Mountain Merger Corp. (g)

  —     —     5,531   56,693   (5,531  (56,693  —     —   

Stable Road Acquisition Corp. (g)

  —     —     1,793   18,396   (1,793  (18,396  —     —   

Trine Acquisition Corp. (g)

  —     —     5,718   60,611   (5,718  (60,611  —     —   

Tuscan Holdings Corp. (g)

  —     —     4,032   42,296   (4,032  (42,296  —     —   

Wealthbridge Acquisition Ltd. (g)(h)

  —     —     4,175   42,585   (4,175  (42,585  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      3,997,343    (3,997,343   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Health Care — 0.0%

        

Allergan PLC (f)(h)

  —     —     7,770   1,450,193   (7,770  (1,450,193  —     —   

Centene Corp. (g)

  —     —     —     6   —     (6  —     —   

Harvard Bioscience, Inc. (g)

  —     —     21,254   63,125   (21,254  (63,125  —     —   

Wright Medical Group N.V. (g)(h)

  —     —     10,788   325,150   (10,788  (325,150  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      1,838,474    (1,838,474   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Industrials — 0.0%

        

AquaVenture Holdings Ltd. (g)(h)

    114   3,078   (114  (3,078  —     —   

Euronav N.V. (h)

  —     —     29,659   293,031   (29,659  (293,031  —     —   

Global Ship Lease, Inc. - Class A (f)(g)(h)

  —     —     65,917   481,853   (65,917  (481,853  —     —   

International Seaways, Inc.(f)(g)(h)

  —     —     16,496   367,201   (16,496  (367,201  —     —   

Navigator Holdings Ltd. (g)(h)

  —     —     23,308   280,862   (23,308  (280,862  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      1,426,025    (1,426,025   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Materials — 0.0%

        

AdvanSix, Inc. (f)(g)

  —     —     26,269   491,756   (26,269  (491,756  —     —   

Chemtrade Logistics Income Fund

  —     —     44,227   313,472   (44,227  (313,472  —     —   

IPL Plastics, Inc. (g)

  —     —     201,366   1,311,602   (201,366  (1,311,602  —     —   

Orion Engineered Carbons S.A. (f)(h)

  —     —     54,294   852,416   (54,294  (852,416  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      2,969,246    (2,969,246   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Technology — 0.0%

        

EXFO, Inc. (f)(g)(h)

  —     —     83,511   327,363   (83,511  (327,363  —     —   

Gilat Satellite Networks Ltd. (h)

    6,438   61,032   (6,438  (61,032  —     —   

Instructure, Inc. (g)

  —     —     8,476   413,968   (8,476  (413,968  —     —   

InterDigital, Inc.

  —     —     7,745   427,911   (7,745  (427,911  —     —   

InterXion Holding N.V. (g)(h)

  —     —     1,998   173,886   (1,998  (173,886  —     —   

LogMeIn, Inc.

  —     —     1,926   165,578   (1,926  (165,578  —     —   

MicroStrategy, Inc. - Class A (f)(g)

  —     —     5,635   856,689   (5,635  (856,689  —     —   

Sonim Technologies, Inc. (g)

  —     —     209,860   673,651   (209,860  (673,651  —     —   

Tech Data Corp. (g)

  —     —     5,203   748,920   (5,203  (748,920  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      3,848,998    (3,848,998   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Utilities — 0.0%

        

Pattern Energy Group, Inc. - Class A

  —     —     15,845   426,389   (15,845  (426,389  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL COMMON STOCKS (Cost — $0)

   —      19,159,907    (19,159,907   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

A-6


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value 

Corporate Obligations — 91.5%

        

Financial — 89.1%

        

Allegiance Bancshares, Inc., 4.700% (3 Month LIBOR USD + 3.130%), 10/1/2029 (a)

 $1,750,000  $1,796,483  $—    $—    $—    $—    $1,750,000  $1,796,483 

Ameris Bancorp, 4.250% (SOFR + 2.940%), 12/15/2029 (a) (i)

  3,000,000   3,061,290   —     —     —     —     3,000,000   3,061,290 

Avidbank Holdings, Inc., 5.000% (SOFR + 3.595%), 12/30/2029 (a)(b)

  6,000,000   6,060,000   —     —     —     —     6,000,000   6,060,000 

B. Riley Financial, Inc., 6.500%, 9/30/2026

  160,000   4,040,000   —     —     —     —     160,000   4,040,000 

B. Riley Financial, Inc., 6.875%, 9/30/2023

  57,000   1,444,950   —     —     —     —     57,000   1,444,950 

BancorpSouth Bank, 4.125% (3 Month LIBOR USD + 2.470%), 11/20/2029 (a) (i)

  2,000,000   2,072,519   —     —     —     —     2,000,000   2,072,519 

Bank of Commerce Holdings, 6.875% (3 Month LIBOR USD + 5.260%), 12/10/2025 (a)(b)

  6,500,000   6,604,944   —     —     —     —     6,500,000   6,604,944 

BankGuam Holding Co., 6.350% (3 Month LIBOR USD + 4.660%), 6/30/2029 (a)

  9,000,000   9,383,688   —     —     —     —     9,000,000   9,383,688 

Banksouth Holding Co., 5.875% (3 Month LIBOR USD + 4.020%),
7/30/2029 (a)(b) (j)

  5,000,000   5,161,774   —     —     —     —     5,000,000   5,161,774 

Banterra Bank, 6.000% (3 Month LIBOR USD + 4.120%), 6/7/2029 (a) (j)

  7,500,000   7,820,245   —     —     —     —     7,500,000   7,820,245 

Bar Harbor Bankshares, 4.625% (SOFR + 3.270%), 12/1/2029 (a)(b)

  3,000,000   3,041,256   —     —     —     —     3,000,000   3,041,256 

Beal Trust I, 5.396% (6 Month LIBOR USD + 3.625%), 7/30/2037 (a)

  5,000   5,000,000   —     —     —     —     5,000   5,000,000 

BlackRock Capital Investment Corp., 5.000%, 6/15/2022

  —     —     100,000   101,125   (100,000  (101,125  —     —   

Cadence BanCorp, 4.750% (3 Month LIBOR USD + 3.030%), 6/30/2029 (a) (i)

  750,000   774,313   —     —     —     —     750,000   774,313 

Capital Bancorp, Inc., 6.950% (3 Month LIBOR USD + 5.337%), 12/1/2025 (a)(b)

  2,500,000   2,542,914   —     —     —     —     2,500,000   2,542,914 

Central Bancshares, Inc., 5.750% (3 Month LIBOR USD + 3.870%), 6/30/2029 (a)(b)

  5,000,000   5,163,269   —     —     —     —     5,000,000   5,163,269 

Clear Blue Financial Holdings LLC, 7.000%, 4/15/2025 (b)

  6,000,000   6,207,380   —     —     —     —     6,000,000   6,207,380 

Community Heritage Financial, Inc., 5.750% (3 Month LIBOR USD + 4.395%), 10/30/2029 (a)(b)

  4,500,000   4,601,753   —     —     —     —     4,500,000   4,601,753 

Congressional Bancshares, Inc., 5.750% (SOFR + 4.390%), 12/1/2029 (a)(b)

  2,000,000   2,025,153   —     —     —     —     2,000,000   2,025,153 

ConnectOne Banorp, Inc., 5.200% (3 Month LIBOR USD + 2.84%), 2/1/2028 (a)©

  —     —     500,000   516,110   (500,000  (516,110  —     —   

Cowen, Inc., 7.250%, 5/6/2024 (b) (i)

  4,000,000   4,199,463   —     —     —     —     4,000,000   4,199,463 

Customers Bancorp, Inc., 4.500%, 9/25/2024

  1,750,000   1,796,543   —     —     —     —     1,750,000   1,796,543 

Empire Bancorp, Inc., 7.375%, 12/17/2025 (b)

  3,000,000   3,138,934   —     —     —     —     3,000,000   3,138,934 

FedNat Holding Co., 7.500%, 3/15/2029 (b) (i)

  5,000,000   5,376,738   —     —     —     —     5,000,000   5,376,738 

Fidelity Bank, 5.875% (3 Month LIBOR USD + 3.630%), 5/31/2030 (a) (i) (j)

  12,000,000   12,528,192   —     —     —     —     12,000,000   12,528,192 

Fidelity Federal Bancorp, 6.000% (SOFR + 4.650%), 11/1/2029 (a)(b) (i)

  2,000,000   2,064,886   —     —     —     —     2,000,000   2,064,886 

A-7


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value 

First Business Financial Services, Inc., 5.500% (3 Month LIBOR USD + 4.070%), 8/15/2029 (a)(b)(i)(j)

 $10,000,000  $10,275,042  $—    $—    $—    $—    $10,000,000  $10,275,042 

First Internet Bancorp, 6.000% (3 Month LIBOR USD + 4.114), 6/30/2029 (a)

  300,000   7,860,000   —     —     —     —     300,000   7,860,000 

First Midwest Capital Trust I, 6.950%, 12/1/2033

  1,761,000   2,042,760   —     —     —     —     1,761,000   2,042,760 

First National of Nebraska, Inc., 4.375% (3 Month LIBOR USD + 1.600%), 10/1/2028 (a)(b) (i)

  1,500,000   1,531,566   —     —     —     —     1,500,000   1,531,566 

First Priority Bank, 7.000%, 11/30/2025 (b)

  3,000,000   3,096,041   —     —     —     —     3,000,000   3,096,041 

First Southwest Corp., 6.350% (3 Month LIBOR USD + 4.080%), 6/1/2029 (a)(b) (j)

  7,000,000   7,297,562   —     —     —     —     7,000,000   7,297,562 

German American Bancorp, Inc., 4.500% (3 Month LIBOR USD + 2.680%), 6/30/2029 (a) (i)

  1,500,000   1,541,405   —     —     —     —     1,500,000   1,541,405 

Hallmark Financial Services, Inc., 6.250%, 8/15/2029

  7,000,000   7,367,500   —     —     —     —     7,000,000   7,367,500 

Hanmi Financial Corp., 5.450% (3 Month LIBOR USD + 3.315%), 3/30/2027 (a) (j)

  3,500,000   3,609,239   —     —     —     —     3,500,000   3,609,239 

Independent Bank Corp., 4.750% (3 Month LIBOR USD + 2.190%), 3/15/2029 (a)(b) (i)

  2,000,000   2,088,662   —     —     —     —     2,000,000   2,088,662 

Investar Holding Corp., 5.125% (3 Month LIBOR USD + 3.490%), 12/30/2029 (a)(b)

  4,000,000   4,100,787   —     —     —     —     4,000,000   4,100,787 

Jeff Davis Bancshares, Inc., 6.750% (3 Month LIBOR USD + 4.690%), 1/15/2027 (a)(b) (i)

  3,000,000   3,103,540   —     —     —     —     3,000,000   3,103,540 

JPMorgan Chase & Co., 2.409% (3 Month LIBOR USD + 0.500%), 2/1/2027 (a)

  6,459,000   6,173,738   —     —     —     —     6,459,000   6,173,738 

KeyCorp Capital I, 2.649% (3 Month LIBOR USD + 0.740%), 7/1/2028 (a)

  6,776,000   6,324,142   —     —     —     —     6,776,000   6,324,142 

Kingstone Cos, Inc., 5.500%, 12/30/2022 (i)

  2,995,000   3,059,919   —     —     —     —     2,995,000   3,059,919 

Limestone Bancorp, Inc., 5.750% (3 Month LIBOR USD + 3.950%), 7/31/2029 (a) (b) (i)

  5,000,000   5,120,778   —     —     —     —     5,000,000   5,120,778 

Luther Burbank Corp., 6.500%, 9/30/2024 (b) (i)

  9,500,000   10,120,596   —     —     —     —     9,500,000   10,120,596 

Meridian Corp., 5.375% (SOFR + 3.950%), 12/30/2029 (a) (b)

  4,000,000   4,233,370   —     —     —     —     4,000,000   4,233,370 

Nano Financial Holdings, Inc., 7.000%, 7/1/2024 (b) (j)

  5,000,000   5,218,267   —     —     —     —     5,000,000   5,218,267 

National Bank of Indianapolis Corp., 5.500% (3 Month LIBOR USD + 4.209%), 9/15/2029 (a) (b)

  7,000,000   7,166,308   —     —     —     —     7,000,000   7,166,308 

Nationstar Mortgage Holdings, Inc., 8.125%, 7/15/2023 (b)

  —     —     500,000   529,793   (500,000  (529,793  —     —   

New York Community Bancorp, Inc., 5.900% (3 Month LIBOR USD + 2.780%), 11/6/2028 (a) (i)

  2,890,000   3,074,134   —     —     —     —     2,890,000   3,074,134 

NexBank Capital, Inc., 5.500% (3 Month LIBOR USD + 4.355%), 3/16/2026 (a)(b) (i)

  1,000,000   1,015,920   —     —     —     —     1,000,000   1,015,920 

Northern Bancorp, Inc., 4.750% (SOFR + 3.275%), 12/30/2029 (a) (b)

  2,000,000   2,030,000   —     —     —     —     2,000,000   2,030,000 

Northpointe Bancshares, Inc., 6.000% (SOFR + 4.905%), 9/30/2029 (a) (b)

  4,000,000   4,138,330   —     —     —     —     4,000,000   4,138,330 

Oconomowoc Bancshares, Inc., 6.875%, 11/17/2025 (b)

  2,600,000   2,716,845   —     —     —     —     2,600,000   2,716,845 

Pinnacle Financial Partners, Inc., 4.125% (3 Month LIBOR USD + 2.775%), 9/15/2029 (a) (i)

  4,000,000   4,134,405   —     —     —     —     4,000,000   4,134,405 

Reliant Bancorp, Inc., 5.125% (SOFR + 3.765%), 12/15/2029 (a) (b)

  4,000,000   4,073,417   —     —     —     —     4,000,000   4,073,417 

Realogy Group LLC / Realogy Co.-Issuer Corp., 9.375%, 4/1/2027 (b)

  —     —     200,000   207,975   (200,000  (207,975  —     —   

Sandy Spring Bancorp, Inc., 4.250% (3 Month LIBOR USD + 2.620%), 11/15/2029 (a) (i)

  2,500,000   2,535,294   —     —     —     —     2,500,000   2,535,294 

Signature Bank, 4.125% (3 Month LIBOR USD + 2.559%), 11/1/2029 (a) (i)

  1,250,000   1,277,534   —     —     —     —     1,250,000   1,277,534 

A-8


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value  Principal
Amount
  Value 

SmartFinancial, Inc., 5.625% (3 Month LIBOR USD + 2.550%), 10/2/2028 (a) (b) (i)

 $4,000,000  $4,149,757  $—    $—    $—    $—    $4,000,000  $4,149,757 

Southside Bancshares, Inc., 5.500% (3 Month LIBOR USD + 4.297%), 9/30/2026 (a) (i)

  2,500,000   2,597,582   —     —     —     —     2,500,000   2,597,582 

Sterling Bancorp, Inc., 7.000% (3 Month LIBOR USD + 5.820%), 4/15/2026 (a)(b)

  2,700,000   2,767,737   —     —     —     —     2,700,000   2,767,737 

Texas State Bankshares, Inc. 5.750% (3 Month LIBOR USD + 3.550%),
6/15/2029 (a)(b) (i)

  4,000,000   4,145,257   —     —     —     —     4,000,000   4,145,257 

Towne Bank, 4.500% (3 Month LIBOR USD + 2.550%), 7/30/2027 (a) (i)

  4,050,000   4,139,940   —     —     —     —     4,050,000   4,139,940 

Tri-County Financial Group, Inc., 7.000% (3 Month LIBOR USD + 5.862%), 10/15/2026 (a)

  3,000,000   3,099,365   —     —     —     —     3,000,000   3,099,365 

Trinitas Capital Managemtn, LLC, 7.750%, 6/15/2023 (b)

  2,250,000   2,333,705   750,000   777,901   (750,000  (777,901  2,250,000   2,333,705 

Trinity Capital, Inc., 7.000%, 1/16/2025 (b)

  80,000   2,000,000   —     —     —     —     80,000   2,000,000 

Triumph Bancorp, Inc., 4.875% (3 Month LIBOR USD + 3.330%), 11/27/2029 (a) (i)

  4,000,000   4,137,927   —     —     —     —     4,000,000   4,137,927 

United Insurance Holdings Corp., 6.250%, 12/15/2027 (i)

  4,500,000   4,712,851   —     —     —     —     4,500,000   4,712,851 

Veritex Holdings, Inc., 4.750% (SOFR + 3.470%), 11/15/2029 (a) (b) (i)

  1,750,000   1,807,085   —     —     —     —     1,750,000   1,807,085 

Volunteer State Bancshares, Inc., 5.750% (SOFR + 4.365%), 11/15/2029 (a)(b)(i)

  2,000,000   2,048,134   —     —     —     —     2,000,000   2,048,134 

White River Bancshares Co., 5.875% (SOFR + 4.420%), 12/31/2029 (a)(b)

  5,000,000   5,140,285   —     —     —     —     5,000,000   5,140,285 

Wintrust Financial Corp., 4.850%, 6/6/2029 (i)

  5,000,000   5,507,695   —     —     —     —     5,000,000   5,507,695 

WT Holdings, Inc., 7.000%, 4/30/2023 (b) (i)

  2,700,000   2,741,823   —     —     —     —     2,700,000   2,741,823 
  

 

 

   

 

 

   

 

 

   

 

 

 
   283,562,931    2,132,904    (2,132,904   283,562,931 
  

 

 

   

 

 

   

 

 

   

 

 

 

Real Estate Investment Trust — 2.4%

        

Ready Capital Corp., 6.200%, 7/30/2026

  280,000   7,532,000   —     —     —     —     280,000   7,532,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL CORPORATE OBLIGATIONS
(Cost — $284,115,087)

   291,094,931    2,132,904    (2,132,904   291,094,931 
  

 

 

   

 

 

   

 

 

   

 

 

 
  Shares     Shares     Shares     Shares    

Exchange-Traded Debt
Securities — 0.0%

        

Financial — 0.0%

        

Capital Southwest Corp., 5.950%, 12/15/2022

  —    $—     2,146  $55,324   (2,146 $(55,324  —    $—   

Monroe Capital Corp., 5.750%, 10/31/2023

  —     —     3,976   101,786   (3,976  (101,786  —     —   

Oxford Square Capital Corp., 6.500%, 3/30/2024

  —     —     15,116   387,574   (15,116  (387,574  —     —   

PennantPark Investment Corp., 5.500%, 10/15/2024

  —     —     3,829   98,290   (3,829  (98,290  —     —   

Portman Ridge Finance Corp., 6.125%, 9/30/2022

  —     —     3,388   85,547   (3,388  (85,547  —     —   

Stellus Capital Investment Corp., 5.750%, 9/15/2022

  —     —     397   10,153   (397  (10,153  —     —   

THL Credit, Inc., 6.750%, 12/30/2022

  —     —     4,604   117,218   (4,604  (117,218  —     —   

A-9


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Shares  Value  Shares  Value  Shares  Value  Shares  Value 

THL Credit, Inc., 6.125%, 10/30/2023

  —    $—     4,738  $123,884   (4,738 $(123,884  —    $—   

WhiteHorse Finance, Inc., 6.500%, 11/30/2025

  —     —     1,232   32,463   (1,232  (32,463  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      1,012,239    (1,012,239   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL EXCHANGE-TRADED DEBT SECURITIES
(Cost — $0)

   —      1,012,239    (1,012,239   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Preferred Stocks — 6.5%

        

Financial — 2.0%

        

BancorpSouth Bank

  200,000   5,220,000   —     —     —     —     200,000   5,220,000 

TriState Capital Holdings, Inc.

  40,000   1,070,600   —     —     —     —     40,000   1,070,600 
  

 

 

   

 

 

   

 

 

   

 

 

 
   6,290,600    —      —      6,290,600 
  

 

 

   

 

 

   

 

 

   

 

 

 

Real Estate Investment Trust — 4.5%

        

AGNC Investment Corp.

  160,000   4,152,000   —     —     —     —     160,000   4,152,000 

Annaly Capital Management, Inc.

  160,000   4,176,000   —     —     —     —     160,000   4,176,000 

ARMOUR Residential, Inc.

  80,000   2,008,000   —     —     —     —     80,000   2,008,000 

Ellington Financial, Inc.

  80,000   2,084,800   —     —     —     —     80,000   2,084,800 

New York Mortgage Trust, Inc.

  80,000   2,052,000   —     —     —     —     80,000   2,052,000 
  

 

 

   

 

 

   

 

 

   

 

 

 
   14,472,800    —      —      14,472,800 
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL PREFERRED STOCKS
(Cost — $20,033,200)

   20,763,400    —      —      20,763,400 
  

 

 

   

 

 

   

 

 

   

 

 

 

Private Investment Funds — 0.0%

        

Bailard Real Estate Investment Trust

  —     —     89,423   2,537,835   (89,423  (2,537,835  —     —   

DSC Meridian Credit Opportunities Onshore Fund LP

  —     —     1   1,534,506   (1  (1,534,506  —     —   

Linden Investors LP

  —     —     1   1,671,370   (1  (1,671,370  —     —   

ShoreBridge Point72 Select, LLC

  —     —     1,974   2,191,444   (1,974  (2,191,444  —     —   

Walleye Opportunities Fund LP

  —     —     1   2,245,404   (1  (2,245,404  —     —   

Whitebox Asymmentric Opportunities Fund, LP

  —     —     1   1,470,515   (1  (1,470,515  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL PRIVATE INVESTMENT FUNDS (Cost — $0)

   —      11,651,074    (11,651,074   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Rights — 0.0%

        

8i Enterprises Acquisition Corp., Expiration Date:
December 30, 2020 (g)(h)

  —     —     4,504   1,576   (4,504  (1,576  —     —   

Big Rock Partners Acquisition Corp., Expiration Date: July 3, 2020 (g)

  —     —     2,674   642   (2,674  (642  —     —   

Corium International, Expiration Date: March 31, 2020 (e)(f)(g)

  —     —     18,163   —     (18,163  —     —     —   

Wealthbridge Acquisition Ltd., Expiration Date:
November 7, 2020 (g)(h)

  —     —     4,175   1,253   (4,175  (1,253  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL RIGHTS (Cost — $0)

   —      3,471    (3,471   —   
  

 

 

   

 

 

   

 

 

   

 

 

 
  Principal
Amount
     Principal
Amount
     Principal
Amount
     Principal
Amount
    

U.S. Treasury Bills — 0.0%

        

United States Treasury Bill, 1.540%, 4/23/2020

  —     —     1,126,000   1,122,192   (1,126,000  (1,122,192  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL U.S. TREASURY BILLS
(Cost — $0)

   —      1,122,192    (1,122,192   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

A-10


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities Fund

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
  Shares  Value  Shares  Value  Shares  Value  Shares  Value 

Warrants — 0.0%

        

8i Enterprises Acquisition Corp., Expiration Date: September 30, 2025 (g)(h)

  —     —     4,504   1,712   (4,504  (1,712  —     —   

Act II Global Acquisition Corp., Expiration Date: April 30, 2024 (g)(h)

    1,259   1,637   (1,259  (1,637  

B Riley Principal Merger Corp., Expiration Date: April 8, 2024 (g)

  —     —     1,970   2,463   (1,970  (2,463  —     —   

Big Rock Partners Acquisition Corp., Expiration Date: December 1, 2022 (g)

  —     —     1,337   201   (1,337  (201  —     —   

BiomX, Inc., Expiration Date: December 13, 2023 (g)

  —     —     4,157   4,156   (4,157  (4,156  —     —   

Boxwood Merger Corp., Expiration Date: November 26, 2025 (g)

  —     —     4,354   3,657   (4,354  (3,657  —     —   

ChaSerg Technology Acquisition Corp., Expiration Date: September 30, 2023 (g)

  —     —     1,875   4,406   (1,875  (4,406  —     —   

DD3 Acquisition Corp., Expiration Date: October 23, 2023 (g)(h)

  —     —     5,717   2,744   (5,717  (2,744  —     —   

Edtechx Holdings Acquisition Corp., Expiration Date: December 31, 2025 (g)

  —     —     3,751   1,384   (3,751  (1,384  —     —   

Far Point Acquisition Corp., Expiration Date: June 1, 2025 (g)

  —     —     756   1,398   (756  (1,398  —     —   

Gordon Pointe Acquisition Corp., Expiration Date: January 25, 2023 (g)

  —     —     15,202   7,297   (15,202  (7,297  —     —   

Immunovant, Inc., Expiration Date: March 31, 2024 (g)

  —     —     2,703   5,406   (2,703  (5,406  —     —   

KLDiscovery, Inc., Expiration Date: December 1, 2025 (g)

    1,867   1,400   (1,867  (1,400  —     —   

Legacy Acquisition Corp., Expiration Date: November 30, 2022 (g)

  —     —     2,223   1,200   (2,223  (1,200  —     —   

Leisure Acquisition Corp., Expiration Date: December 28, 2022 (g)

  —     —     3,222   2,642   (3,222  (2,642  —     —   

Merida Merger Corp. I, Expiration Date: November 7, 2026 (g)

  —     —     5,404   2,702   (5,404  (2,702  —     —   

Monocle Acquisition Corp., Expiration Date: June 12, 2024 (g)

  —     —     1,391   996   (1,391  (996  —     —   

Mudrick Capital Acquisition Corp., Expiration Date: March 12, 2025 (g)

  —     —     8,811   6,431   (8,811  (6,431  —     —   

Opes Acquisition Corp., Expiration Date: January 15, 2023 (g)

  —     —     5,323   1,224   (5,323  (1,224  —     —   

Twelve Seas Investment Co., Expiration Date: July 13, 2023 (g)(h)

  —     —     3,408   3,067   (3,408  (3,067  —     —   

Wealthbridge Acquisition Ltd., Expiration Date: February 29, 2024 (g)(h)

  —     —     4,175   334   (4,175  (334  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL WARRANTS (Cost — $0)

   —      56,457    (56,457   —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Short-Term Investments — 1.0%

        

Money Market Funds — 1.0%

        

Fidelity Institutional Money Market Government Portfolio, Institutional Class, 1.450% (k)

  3,066,209   3,066,209   —     —     —     —     3,066,209   3,066,209 

Morgan Stanley Institutional Liquidity Fund - Government Portfolio - Institutional Class 1.453% (k)

  —     —     662,016   662,016   (662,016  (662,016  —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(Cost — $3,066,209)

   3,066,209    662,016    (662,016   3,066,209 
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL INVESTMENTS — 100.6%
(Cost — $311,423,185)

   315,144,540    85,134,879    (78,111,624   322,167,795 

Liabilities in Excess of
Other Assets — (0.6%)

   (78,682,397   (5,036,901   81,941,227    (1,778,071
  

 

 

   

 

 

   

 

 

   

 

 

 

NET ASSETS — 100.0%

  $236,462,143   $80,097,978   $3,829,603   $320,389,724 
  

 

 

   

 

 

   

 

 

   

 

 

 

LIBOR London Inter-Bank Offered Rate

SOFR Secured Overnight Financing Rate

ADR American Depositary Receipt

A-11


(a)

Variable or Floating Rate Security based on a reference index and spread. Rate disclosed is the rate in effect as of January 31, 2020.

(b)

Security exempt from registration under Rule 144A or Section 4(a)(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers. These securities are determined to be liquid by the Adviser, under the procedures established by the Fund’s Board of Trustees, unless otherwise denoted.

(c)

Variable or Floating Rate Security, upon which the interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of January 31, 2020.

(d)

Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate disclosed is the rate in effect as of January 31, 2020.

(e)

As of January 31, 2020, the Fund has fair valued these securities. Value determined using significant unobservable inputs.

(f)

All or a portion of the security has been pledged as collateral in connection with securities sold short and written options contracts.

(g)

Non-income producing security.

(h)

Foreign security denominated in U.S. Dollars.

(i)

All or a portion of the security has been pledged as collateral in connection with open reverse repurchase agreements.

(j)

All or a portion of the security has been pledged as collateral in connection with open credit agreements.

(k)

Rate disclosed is the seven day yield as of January 31, 2020.

A-12


Schedule of Open Reverse Repurchase Agreements

January 31, 2020 (Unaudited)

                  Angel Oak
Financial
Strategies
Income
Term
Trust
   Vivaldi
Opportunities
Fund
   Pro Forma
Adjustments
  Pro
Forma
Combined
 

Counterparty

  Interest
Rate
  Trade
Date
   Maturity
Date
   Net Closing
Amount
   Value   Value   Value  Value 

Lucid Management and Capital Partners LP

   2.750  1/16/2020    2/13/2020   $55,732,952   $55,614,000   $—     $(46,561,987 $9,052,013 
         

 

 

   

 

 

   

 

 

  

 

 

 
         $55,614,000   $—     $(46,561,987 $9,052,013 
         

 

 

   

 

 

   

 

 

  

 

 

 

A reverse repurchase agreement, although structured as a saleThe Audit, Financial and repurchase obligation, acts as a financing transaction under which the Fund will effectively pledge certain assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount less than the fair valueAdministrative Oversight Committee (the “Committee”) of the pledged collateral. AtBoards of Trustees (collectively, the maturity“Board”) of the reverse repurchase agreement, the Fund will be required to repay the loan and interest and correspondingly receive back its collateral. While used as collateral, the pledged assets continue to pay principal and interest which are for the benefit of the Fund.

A-13


Schedule of Securities Sold Short

January 31, 2020 (Unaudited)

  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities

Fund

  Pro Forma
Adjustments
  Pro Forma
Combined
 
  Shares  Value  Shares  Value  Shares  Value  Shares  Value 

Securities Sold Short — 0.0%

        

Common Stocks — 0.0%

        

Communications — 0.0%

        

Blucora, Inc. (a)

    (6,749 $(152,190 $6,749  $152,190   —    $—   

EverQuote, Inc. - Class A (a)

  —    $—     (7,225  (265,085  7,225   265,085   —     —   

Meet Group, Inc. (a)

  —     —     (31,325  (166,962  31,325   166,962   —     —   

Shutterstock, Inc. (a)

  —     —     (3,101  (134,367  3,101   134,367   —     —   

TechTarget, Inc. (a)

  —     —     (6,723  (170,697  6,723   170,697   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
  —      (889,301   889,301    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consumer Discretionary — 0.0%

        

Adient PLC (a)(b)

  —     —     (6,994  (179,816  6,994   179,816   —     —   

Chuy’s Holdings, Inc. (a)

  —     —     (3,123  (76,670  3,123   76,670   —     —   

Denny’s Corp. (a)

  —     —     (13,085  (267,850  13,085   267,850   —     —   

Domino’s Pizza, Inc.

  —     —     (510  (143,693  510   143,693   —     —   

El Pollo Loco Holdings, Inc. (a)

  —     —     (9,921  (136,711  9,921   136,711   —     —   

Freshpet, Inc. (a)

  —     —     (3,444  (216,559  3,444   216,559   —     —   

Kontoor Brands, Inc.

  —     —     (6,223  (237,345  6,223   237,345   —     —   

Methode Electronics, Inc.

  —     —     (11  (360  11   360   —     —   

Regis Corp. (a)

  —     —     (14,053  (218,103  14,053   218,103   —     —   

Sally Beauty Holdings, Inc. (a)

  —     —     (10,566  (162,188  10,566   162,188   —     —   

Taylor Morrison Home Corp. (a)

  —     —     (2,603  (67,366  2,603   67,366   —     —   

Tesla, Inc. (a)

  —     —     (516  (335,694  516   335,694   —     —   

Thor Industries, Inc.

    (2,135  (171,910  2,135   171,910   —     —   

Tiffany & Co.

    (572  (76,659  572   76,659   —     —   

Wingstop, Inc.

  —     —     (1,897  (175,985  1,897   175,985   —     —   

Winnebago Industries, Inc.

  —     —     (3,548  (194,288  3,548   194,288   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      (2,661,197   2,661,197    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consumer Staples — 0.0%

        

Beyond Meat, Inc. (a)

  —     —     (971  (107,218  971   107,218   —     —   

Clorox Co.

  —     —     (1,932  (303,923  1,932   303,923   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      (411,141   411,141    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Energy — 0.0%

        

SolarEdge Technologies, Inc. (a)

  —     —     (2,044  (200,026  2,044   200,026   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Financials — 0.0%

        

Aircastle Ltd. (b)

    (120  (3,851  120   3,851   —     —   

Digital Realty Trust, Inc. - REIT

  —     —     (1,411  (173,539  1,411   173,539   —     —   

Goosehead Insurance, Inc. - Class A

  —     —     (1,371  (71,539  1,371   71,539   —     —   

Hargreaves Lansdown PLC

  —     —     (8,899  (202,704  8,899   202,704   —     —   

New York Community Bancorp, Inc.

    (9,104  (100,690  9,104   100,690   —     —   

Prologis, Inc. - REIT

  —     —     (17,097  (1,587,969  17,097   1,587,969   —     —   

South State Corp.

    (231  (17,466  231   17,466   —     —   

SVB Financial Group (a)

    (500  (120,165  500   120,165   —     —   

Western Union Co.

    (3,993  (107,412  3,993   107,412   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      (2,385,335   2,385,335    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Health Care — 0.0%

        

AbbVie, Inc.

  —     —     (6,728  (545,103  6,728   545,103   —     —   

Apyx Medical Corp. (a)

  —     —     (4,339  (32,933  4,339   32,933   —     —   

AtriCure, Inc. (a)

  —     —     (3,868  (150,465  3,868   150,465   —     —   

Envista Holdings Corp. (a)

    (4,711  (139,398  4,711   139,398   —     —   

Inmode Ltd. (a)(b)

  —     —     (1,922  (83,280  1,922   83,280   —     —   

Joint Corp. (a)

  —     —     (13,700  (228,790  13,700   228,790   —     —   

A-14


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities

Fund

  Pro Forma
Adjustments
  Pro Forma
Combined
 
  Shares  Value  Shares  Value  Shares  Value  Shares  Value 

Lannett Co., Inc. (a)

  —    $—     (5,276 $(42,947 $5,276  $42,947   —    $—   

Natera, Inc. (a)

    (4,421  (154,779  4,421   154,779   

Neurocrine Biosciences, Inc. (a)

  —     —     (1,300  (130,104  1,300   130,104   —     —   

Pacira BioSciences, Inc. (a)

  —     —     (4,596  (198,639  4,596   198,639   —     —   

Quotient Ltd. (a)(b)

    (8,019  (59,782  8,019   59,782   

Tactile Systems Technology, Inc. (a)

  —     —     (2,059  (115,695  2,059   115,695   —     —   

Tivity Health, Inc. (a)

    (2,852  (61,731  2,852   61,731   

Triple-S Management Corp. - Class B (a)(b)

    (1,658  (29,214  1,658   29,214   

Twist Bioscience Corp. (a)

  —     —     (3,674  (91,262  3,674   91,262   —     —   

Varex Imaging Corp. (a)

  —     —     (7,615  (210,555  7,615   210,555   —     —   

Zynex, Inc. (a)

  —     —     (10,088  (96,946  10,088   96,946   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      (2,371,623   2,371,623    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Industrials — 0.0%

        

AAON, Inc.

  —     —     (4,310  (226,016  4,310   226,016   —     —   

Advanced Energy Industries, Inc. (a)

  —     —     (5,739  (401,386  5,739   401,386   —     —   

Axon Enterprise, Inc. (a)

  —     —     (1,914  (147,014  1,914   147,014   —     —   

Badger Meter, Inc.

  —     —     (1,827  (107,903  1,827   107,903   —     —   

National Presto Industries, Inc.

  —     —     (1,383  (119,201  1,383   119,201   —     —   

SiteOne Landscape Supply, Inc. (a)

  —     —     (1,233  (119,046  1,233   119,046   —     —   

WillScot Corp. (a)

  —     —     (7,235  (136,380  7,235   136,380   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      (1,256,946   1,256,946    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Materials — 0%

        

NewMarket Corp.

  —     —     (501  (220,249  501   220,249   —     —   

Quaker Chemical Corp.

  —     —     (2,694  (447,258  2,694   447,258   —     —   

WD-40 Co.

  —     —     (1,773  (331,232  1,773   331,232   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      (998,739   998,739    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Technology — 0.0%

        

Allscripts Healthcare Solutions, Inc. (a)

  —     —     (20,269  (173,908  20,269   173,908   —     —   

Avaya Holdings Corp. (a)

  —     —     (16,531  (211,101  16,531   211,101   —     —   

Cerence, Inc. (a)

  —     —     (13,580  (289,933  13,580   289,933   —     —   

Comtech Telecommunications Corp.

    (543  (15,698  543   15,698   

Cree, Inc. (a)

  —     —     (1,700  (79,033  1,700   79,033   —     —   

Digi International, Inc. (a)

  —     —     (2,575  (40,672  2,575   40,672   —     —   

Digital Turbine, Inc. (a)

  —     —     (13,085  (81,650  13,085   81,650   —     —   

Extreme Networks, Inc. (a)

  —     —     (24,060  (141,954  24,060   141,954   —     —   

Fitbit, Inc. - Class A (a)

  —     —     (2,145  (13,985  2,145   13,985   —     —   

FormFactor, Inc. (a)

  —     —     (5,402  (136,725  5,402   136,725   —     —   

Inovalon Holdings, Inc. - Class A (a)

  —     —     (10,572  (214,189  10,572   214,189   —     —   

Inseego Corp. (a)

    (7,729  (51,862  7,729   51,862   

Insight Enterprises, Inc. (a)

  —     —     (1,100  (72,457  1,100   72,457   —     —   

Lattice Semiconductor Corp. (a)

  —     —     (14,382  (267,505  14,382   267,505   —     —   

LivePerson, Inc. (a)

  —     —     (1,424  (58,398  1,424   58,398   —     —   

MACOM Technology Solutions Holdings, Inc. (a)

  —     —     (6,691  (190,158  6,691   190,158   —     —   

NetScout Systems, Inc. (a)

  —     —     (10,414  (267,744  10,414   267,744   —     —   

Phreesia, Inc. (a)

  —     —     (2,643  (81,933  2,643   81,933   —     —   

Power Integrations, Inc.

  —     —     (2,777  (271,229  2,777   271,229   —     —   

Simulations Plus, Inc.

    (1,458  (47,502  1,458   47,502   

Synaptics, Inc. (a)

  —     —     (1,068  (71,225  1,068   71,225   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      (2,778,861   2,778,861    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL COMMON STOCKS (Proceeds — $0)

   —      (13,953,169   13,953,169    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

A-15


  Angel Oak Financial
Strategies Income
Term Trust
  

Vivaldi

Opportunities

Fund

  Pro Forma
Adjustments
  Pro Forma
Combined
 
  Shares  Value  Shares  Value  Shares  Value  Shares  Value 

Exchange-Traded Funds — 0.0%

        

Invesco Senior Loan ETF

  —    $—     (13,739 $(310,639 $13,739  $310,639   —    $—   

iShares iBoxx High Yield Corporate Bond ETF

  —     —     (5,424  (474,763  5,424   474,763   —     —   

SPDR Bloomberg Barclays Short Term High Yield Bond ETF

  —     —     (25,525  (685,601  25,525   685,601   —     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL EXCHANGE-TRADED FUNDS
(Proceeds — $0)

   —      (1,471,003   1,471,003    —   
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL SECURITIES SOLD SHORT
(Proceeds — $0)

  $—     $(15,424,172  $15,424,172   $—   
  

 

 

   

 

 

   

 

 

   

 

 

 

(a)

Non-income producing security.

(b)

Foreign security denominated in U.S. Dollars.

A-16


Schedule of Options Written

January 31, 2020 (Unaudited)

              Angel Oak
Financial
Strategies
Income Term
Trust
  Vivaldi
Opportunities
Fund
  Pro Forma
Adjustments
  Pro Forma
Combined
 
  Exercise
Price
  Expiration
Date
  Notional
Amount
  Contracts  Value  Value  Value  Value 

Call Options — 0.0%

        

ArQule, Inc. (a)

  20.00   April 17, 2020   (116,000  (58  —     —     —     —   

ArQule, Inc. (a)

  22.00   April 17, 2020   (4,400  (2  —     —     —     —   

Darling Ingredients,
Inc. (a)

  32.00   April 17, 2020   (460,800  (144  —     (5,760  5,760   —   

Instructure, Inc. (a)

  50.00   February 21, 2020   (30,000  (6  —     (420  420   —   
     

 

 

  

 

 

  

 

 

  

 

 

 

TOTAL CALL OPTIONS

       (6,180  6,180   —   
      

 

 

  

 

 

  

 

 

 

Put Options — 0.0%

        

Euronav NV (a)

  12.50   February 21, 2020   (147,500  (118  —     (32,450  32,450   —   
     

 

 

  

 

 

  

 

 

  

 

 

 

TOTAL PUT OPTIONS

       (32,450  32,450  
      

 

 

  

 

 

  

TOTAL OPTIONS WRITTEN (Premiums Received $21,038)

     $—    $(38,630 $38,630  $—   
     

 

 

  

 

 

  

 

 

  

 

 

 

(a)

Non-income producing security.

A-17


Schedule of Open Futures Contracts

January 31, 2020 (Unaudited)

           Angel Oak
Financial
Strategies
Income
Term Trust
  Vivaldi
Opportunities
Fund
  Pro Forma
Adjustments
  Pro Forma
Combined
 

Description

 Expiration
Date
  Number of
Contracts
  Value at
Trade
Date
  Value at
January 31,
2020
  Value at
January 31,
2020
  Value at
January 31,
2020
  Value at
January 31,
2020
 

CBOT 10-Year Eris Swap

  March 2029   (2 $(203,577 $—    $(227,467 $227,467  $—   

CBOT 3-Year Eris Swap

  March 2021   (30  (2,907,126  —     (2,971,791  2,971,791   —   
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

TOTAL FUTURES CONTRACTS

   $(3,110,703 $—    $(3,199,258 $3,199,258  $—   
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
           Unrealized
Depreciation
  Unrealized
Depreciation
  Unrealized
Depreciation
  Unrealized
Depreciation
 

CBOT 10-Year Eris Swap

    $—    $(23,890 $23,890  $—   

CBOT 3-Year Eris Swap

     —     (64,665  64,665   —   
    

 

 

  

 

 

  

 

 

  

 

 

 

TOTAL FUTURES CONTRACTS

    $—    $(88,555 $88,555  $—   
    

 

 

  

 

 

  

 

 

  

 

 

 

A-18


Pro Forma Statement of Assets and Liabilities

January 31, 2020 (Unaudited)

  Financial
Strategies Income
Term Trust
  Vivaldi
Opportunities
Fund
  Pro Forma
Adjustments
  Pro Forma
Combined
 

Assets

    

Investments in securities at fair value (cost $307,434,617, $84,031,317, ($76,976,540), $311,423,185)

 $315,144,540  $85,134,879  $(78,111,624)(a)  $322,167,795 

Cash

  100,000   —     —     100,000 

Cash deposited with broker

  —     32,976,611   (32,976,611)(a)   —   

Receivable for investment securities sold

  —     1,324,832   —     1,324,832 

Dividends and interest receivable

  3,154,733   200,333   —     3,355,066 

Prepaid expenses

  9,134   —     —     9,134 
 

 

 

  

 

 

  

 

 

  

 

 

 

Total Assets

  318,408,407   119,636,655   (111,088,235  326,956,827 
 

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities

    

Payable for reverse repurchase agreements

  55,614,000   —     (46,561,987)(b)   9,052,013 

Securities Sold Short, at value (proceeds $0, $14,500,272, ($14,500,272), $0)

  —     15,424,172   (15,424,172)(a)   —   

Foreign currency due to custodian, at value (proceeds $0, $1,860,388, ($1,860,388), $0)

  —     1,816,489   (1,816,489)(a)   —   

Option Contracts Written, at value (proceeds $0, $21,038, ($21,038), $0)

  —     38,630   (38,630)(a)   —   

Variation margin

  —     2,117   (2,117)(a)   —   

Payable for credit agreements

  25,900,000   21,344,840   (47,244,840)(b)   —   

Payable for investments purchased

  —     648,033   —     648,033 

Interest payable for credit and reverse repurchase agreements

  158,280   —     —     158,280 

Payable to Adviser

  231,101   95,334   —     326,435 

Payable to administrator, fund accountant, and transfer agent

  20,751   22,280   —     43,031 

Payable to custodian

  2,800   —     —     2,800 

Payable to Trustees

  —     7,457   —     7,457 

Other accrued expenses

  19,332   139,325   —     158,657 
 

 

 

  

 

 

  

 

 

  

 

 

 

Total Liabilities

  81,946,264   39,538,677   (111,088,235  10,396,706 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net Assets

 $236,462,143  $80,097,978  $—    $316,560,121 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net Assets consist of:

    

Paid-in capital

 $228,752,220  $83,748,167   —    $312,500,387 

Total distributable earnings (accumulated deficit)

  7,709,923   (3,650,189  —     4,059,734 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net Assets

 $236,462,143  $80,097,978  $—    $316,560,121 
 

 

 

  

 

 

  

 

 

  

 

 

 

Shares outstanding (unlimited number of shares authorized, par value of $0.001 per share)

  11,519,934   5,723,895  ��(1,821,691)(c)   15,422,138 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net asset value (“NAV”)

 $20.53  $13.99   $20.53 
 

 

 

  

 

 

  

 

 

  

 

 

 

(a)

The Pro forma portfolio reflects the reduction in securities of the Acquired Fund to align with the investment strategy of the Acquiring Fund.

(b)

The reduction in leverage reflects the Fund’s ability to remain fully invested and avoid cash drag as the portfolio is shifted to reflect the investment strategy of the Acquiring Fund.

(c)

Adjustment reflects shares issued in conversion.

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

A-19


Pro Forma Statement of Operations

For the Period May 31, 2019 Through January 31, 2020 (Unaudited)

   Financial Strategies
Income Term Trust (a)
  Vivaldi
Opportunities Fund
   Pro Forma
Adjustments
  Pro Forma
Combined
 

Investment Income

      

Interest

  $8,172,868  $2,493,707   $—    $10,666,575 

Dividends

   1,084,759   1,981,399    —     3,066,158 
  

 

 

  

 

 

   

 

 

  

 

 

 

Total Investment Income

   9,257,627   4,475,106    —     13,732,733 
  

 

 

  

 

 

   

 

 

  

 

 

 

Expenses

      

Investment Advisory

   2,387,814   1,369,747    (535,360)(b)   3,222,201 

Service fees

   212,250   93,298    (19,130)(b)   286,418 

Legal

   150,555   118,253    —     268,808 

Trustee

   28,574   37,397    (37,397)(b)   28,574 

Fund accounting

   21,863   17,744    (1,339)(b)   38,268 

Audit

   29,200   34,819    (34,819)(b)   29,200 

Transfer agent

   25,411   23,554    (7,704)(b)   41,261 

Administration

   34,227   —      13,202(b)   47,429 

Printing

   31,345   10,774    (10,774)(b)   31,345 

Custodian

   9,168   2,745    (2,745)(b)   9,168 

Compliance

   9,073   15,257    (15,257)(b)   9,073 

Insurance

   2,817   12,882    (12,882)(b)   2,817 

Registration

   350   —      515(c)   865 

Miscellaneous

   42,103   4,715    (4,715)(b)   42,103 

Offering costs

   —     102,449    (102,449  —   

Dividends on securities sold short

   —     217,489    (217,489  —   

Interest

   746,867   451,653    (190,671  1,007,849 
  

 

 

  

 

 

   

 

 

  

 

 

 

Total Expenses

   3,731,617   2,512,776    (1,179,014  5,065,379 
  

 

 

  

 

 

   

 

 

  

 

 

 

Fees contractually waived by Adviser (See Note 4)

   (154,748  —      707   (154,041

Fees voluntarily waived by Adviser
(See Note 4)

   (619,063  —      (216,323  (835,386
  

 

 

  

 

 

   

 

 

  

 

 

 

Net operating expenses

   2,957,806   2,512,776    (1,395,337  4,229,993 
  

 

 

  

 

 

   

 

 

  

 

 

 

Net Investment Income (Loss)

   6,299,821   1,962,330    1,395,337   9,502,740 
  

 

 

  

 

 

   

 

 

  

 

 

 

Realized and Unrealized Gain (Loss) on Investments

      

Net realized gain (loss) on investments

   1,445,030   1,627,176    2,096,806   5,169,012 

Net change in unrealized appreciation (depreciation) on investments

   7,709,923   1,538,234    (2,096,806  7,151,351 
  

 

 

  

 

 

   

 

 

  

 

 

 

Net realized and unrealized gain (loss) on investments

   9,154,953   3,165,410    —     12,320,363 
  

 

 

  

 

 

   

 

 

  

 

 

 

Net increase (decrease) in net assets resulting from operations

  $15,454,774  $5,127,740   $1,395,337  $21,823,103 
  

 

 

  

 

 

   

 

 

  

 

 

 

(a)

Fund commenced operation on May 31, 2019.

(b)

Adjustments reflect the elimination of duplicate costs, economies of scale or additional expenses related to increase in assets.

(c)

Adjustment reflects the additional costs related to shares issued during conversion.

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

A-20


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

NOTE 1. BASIS OF COMBINATION

Vivaldi Opportunities Fund (the “Acquired Fund” or “VOF”), organized as a Maryland corporation on March 20, 2017, is anon-diversified,closed-end management company registered under the Investment Company Act of 1940 (the “1940 Act”), as amended. The Acquired Fund commenced investment operations on October 2, 2017. Angel Oak Financial Strategies Income Term Trust and Angel Oak Credit Opportunities Term Trust (the “Acquiring Fund” or “FINS”“Funds”), is established to (i) oversee each Fund’s accounting and financial reporting process; (ii) oversee financial and administrative matters relating to the Funds; (iii) review and respond to reports of “Evidence of a Delaware statutory trust organized on June 14, 2018,Material Violation” (as such term is anon-diversifiedclosed-end management investment company registered underdefined below) in its capacity as each Fund’s Qualified Legal Compliance Committee; (iv) oversee each Fund’s internal controls and, as appropriate, the 1940 Act, as amended. The Acquiring Fund commenced operations on May 31, 2019internal controls of certain service providers; and is listed on(v) oversee the New York Stock Exchange (“NYSE”) under the symbol “FINS”.

The accompanying unaudited pro formaintegrity, quality and objectivity of each Fund’s financial statements are presented to show the effect of the proposed reorganization of the Acquired Fund with and into the Acquiring Fund (the “Reorganization”) as if the Reorganization had taken place as of January 31, 2020. The Acquiring Fund will be the accounting survivor of the Reorganization.

The reorganization involves the transfer of all the assets, and all of the liabilities of VOF to FINS in exchange for shares of common stock of FINS, and the pro rata distribution of such shares of FINS to the shareholders of VOF, as provided in the Agreement and Plan of Reorganization.

The unaudited pro forma schedules of investments, statements of assets and liabilities and statements of operations should be read in conjunction with the historical financial statements of VOF and FINS. The unaudited pro forma combined financial statements are presented for information only and may not necessarily be representative of what the actual combined financial statements would have been had the Reorganization occurred on January 31, 2020.

Angel Oak Capital Advisors LLC, the investment adviser of the Acquiring Fund, and Vivaldi Asset Management, LLC, the investment adviser of the Acquired Fund, will bear expenses incurred in connection with the Reorganization, as agreed to by those parties. Certain expenses of the Reorganization are estimated to be $520,000.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The unaudited pro forma combined financial statements were prepared in accordance with the generally accepted accounting principles in the United States of America (“GAAP”) and the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Codification Topic 946 “Financial Services-Investment Companies”, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

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

Level 1 – quoted prices in active markets for identical securities

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

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

A-21


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

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

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

The Acquiring Fund’s fair values for long-term debt securities, including asset-backed securities, collateralized loan obligations, corporate obligations and trust preferred securities are normally determined on the basis of valuations provided by independent pricing services. Vendors typically value such securities based on one or more inputs,audit thereof, including, but not limited to, benchmark yields, transactions, bids, offers, quotations from dealersoversight of the independent auditor’s qualifications and trading systems, new issues, spreadsindependence.

Each Fund’s management has the responsibility to prepare the Fund’s financial statements and to establish and maintain appropriate accounting and other relationships observed incontrols and procedures. Each Fund’s independent registered public accounting firm has the markets among comparable securities;responsibility to plan and pricing models such as yield measurers calculated using factors such as cash flows, financial or collateral performance and other reference data. In addition to these inputs, asset-backed obligations may utilize cash flows, prepayment information, default rates, delinquency and loss assumptions, collateral characteristics, credit enhancements and specific deal information. Securities that use similar valuation techniques and inputs are categorized as Level 2conduct an annual audit of the fair value hierarchy. To the extent the significant inputs are unobservable; the values generally would be categorized as Level 3.

Equity securities in the Acquiring Fund, including preferred stocks, that are traded onFund’s financial statements and a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market®, and the Nasdaq Capital Market® exchanges (collectively, “Nasdaq”), are valued at the last sale price at the closereview of that exchange. Securities traded on Nasdaq will be valued at the Nasdaq Official Closing Price (“NOCP”). If, on a particular day, an exchange-listed or Nasdaq security does not trade, then: (i) the security shall be valued at the mean between the most recent quoted bid and asked prices at the close of the exchange; or (ii) the security shall be valued at the latest sales price on the Composite Market (defined below) for the day such security is being valued. “Composite Market” means a consolidation of the trade information provided by national securities and foreign exchanges andover-the-counter markets (“OTC”) as published by a pricing service. In the event market quotations or Composite Market pricing are not readily available, fair value will be determinedinternal controls, in accordance with generally accepted auditing standards. The Committee assists the proceduresfull Board in the oversight of: (i) the integrity of each Fund’s financial statements; (ii) each Fund’s compliance with legal and regulatory requirements; and (iii) the qualifications, independence and performance of each Fund’s independent auditors.

Each Fund’s management regularly provides certain financial and administrative reports relating to the Fund. The Committee also assists the Board in overseeing the review of those reports and discussing with each Fund’s management financial and administrative matters relating to the Fund.

Reporting Evidence of a Material Violation is required under the Standards of Professional Conduct for Attorneys adopted by the Acquiring Fund’s Board. All equity securities that are not traded onU.S. Securities and Exchange Commission (the “SEC”) under the Sarbanes-Oxley Act (the “Standards”). Under the Standards, if an attorney appearing and practicing before the SEC in the representation of an issuer becomes aware of Evidence of a listed exchange are valued atMaterial Violation by the last sale price at the close of theover-the counter market. If anon-exchange listed security does not trade on a particular day, then the mean between the last quoted bid and asked price will be used as long as it continues to reflect the valueissuer or by any officer, director, employee, or agent of the security. Ifissuer, the mean is not available, then bid price can be used as long asStandards provide for the bid price continuesattorney to reflect the value of the security. Otherwise fair value will be determined in accordance with the procedures adopted by the Acquiring Fund’s Board. These securities will generally be categorized as Level 3 securities. When using the market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. Sometimes, an equity security owned by the Acquiring Fund will be valued by the pricing service with factors other than market quotations or when the market is considered inactive. When this happens, the security will be classified as a Level 2 security.

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

Financial derivative instruments,report such as futures contracts, that are traded on a national securities or commodities exchange are typically valued at the settlement price determined by the relevant exchange. Swaps, such as credit default swaps, interest-rate swaps and currency swaps, are valued by a Pricing Service. To the extent these

A-22


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notesevidence to the Pro Forma Condensed Combined Financial Statementsissuer’s qualified legal compliance committee forthwith.

January 31, 2020 (Unaudited)

Composition

securities are actively tradedThe Committee shall be composed of at least three board members and valuation adjustments are not applied, they are categorized as Level 1exclusively Independent Trustees, at least one of the fair value hierarchy.Over-the-counter financial derivative instruments, such as certain futures contracts or swap agreements, derive their values from underlying asset prices, indices, reference rates, other inputs or a combination of these factors. These instruments are normally valued on the basis of evaluations provided by independent pricing services or broker dealer quotations. Derivatives that use similar valuation techniques as described above are typically categorized as Level 2 of the fair value hierarchy.

Securities in the Acquiring Fundwhom may be fair valued in accordance with the fair valuation procedures approved by the Acquiring Fund’s Board. The Acquiring Fund’s Valuation and Risk Management Oversightconsidered an “Audit Committee is generally responsible for overseeing the Acquiring Fund’s valuation processes and reports quarterly to the Acquiring Fund’s Board. The Acquiring Fund’s Valuation and Risk Management Oversight Committee has delegated to the Acquiring Fund’s Valuation Committee of Angel Oak Capital Advisors, LLC the day to day responsibilities for making all necessary determinations of the fair value of portfolio securities and other assets for which market quotations are not readily available or if the prices obtained from brokers and dealers or independent pricing services are deemed to be unreliable indicators of market or fair value. Representatives of the Angel Oak Capital Advisors, LLC’s Pricing Committee report quarterly to the Acquiring Fund’s Valuation and Risk Management Oversight Committee.

The Acquired Fund’s Valuation Committee oversees the valuation of the Fund’s investments on behalf of the Acquired Fund. The Board of Directors of the Acquired Fund has approved valuation procedures for the Acquired Fund (the “Valuation Procedures”). Securities traded on one or more of the U.S. national securities exchanges, the Nasdaq Stock Market or any foreign stock exchange will be valued at the last sale price or the official closing price on the exchange or system where such securities are principally traded for the business dayFinancial Expert” as of the relevant determination date. If no sale or official closing price of particular securities are reported on a particular day, the securities will be valued at the closing bid price for securities held long, or the closing ask price for securities held short, or if a closing bid or ask price, as applicable, is not available, at either the exchange or system-defined closing price on the exchange or system in which such securities are principally traded.Over-the-counter securities not quoted on the Nasdaq Stock Market will be valued at the last sale price on the relevant determination date or, if no sale occurs, at the last bid price, in the case of securities held long, or the last ask price, in the case of securities held short, at the time net asset value is determined. Equity securities for which no prices are obtained under the foregoing procedures, including those for which a pricing service supplies no exchange quotation or a quotation that is believed by Investment Manager or aSub-Adviser not to reflect the market value, will be valued at the bid price, in the case of securities held long, or the ask price, in the case of securities held short, supplied by one or more dealers making a market in those securities or one or more brokers, in accordance with the Valuation Procedures. Futures index options will be valued at themid-point between the last bid price and the last ask price on the relevant determination date at the time net asset value is determined. Themid-point of the last bid and the last ask is also known as the “mark”.

Fixed-income securities with a remaining maturity of sixty (60) days or more for which accurate market quotations are readily available will normally be valued according to the mean between the last available bid and ask price from a recognized pricing service. Fixed-income securities for which market quotations are not readily available or are believed by the Investment Manager or aSub-Adviser not to reflect market value will be valued based upon broker-supplied quotations in accordance with the Valuation Procedures, provided that if such quotations are unavailable or are believed by the Investment Manager or aSub-Adviser not to reflect market value, such fixed-income securities will be valued at fair value in accordance with the Valuation Procedures, which may include the utilization of valuation models that take into account spread and daily yield changes on government securities in the appropriate market (e.g., matrix pricing). High quality investment grade debt securities (e.g., treasuries, commercial paper, etc.) with a remaining maturity of sixty (60) days or less are valued

A-23


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

by the Investment Manager or aSub-Adviser at amortized cost, which the Acquired Fund’s Board has determined to approximate fair value. All other instruments held by the Acquired Fund will be valued in accordance with the Valuation Procedures.

The Acquired Fund will generally value shares of an exchange traded fund (an “ETF” and collectively, “ETFs”) at the last sale price on the exchange on which the ETF is principally traded. The Acquired Fund will generally value shares ofopen-end investment companies andclosed-end investment companies that do not trade on one or more of the U.S. national securities exchanges at their respective daily closing net asset values.

The Acquired Fund will generally value private investment funds in accordance with the value determined as of such date by each private investment fund in accordance with the private investment fund’s valuation policies and reported at the time of the Acquired Fund’s valuation.

As a general matter, the fair value of the Acquired Fund’s interest in a private investment fund will represent the amount that the Acquired Fund could reasonably expect to receive from the private investment fund if the Acquired Fund’s interest were redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Acquired Fund believes is reliable. In the event that the private investment fund does not report a value to the Acquired Fund on a timely basis, the Acquired Fund will determine the fair value of such private investment fund based on the most recent final or estimated value reported by the private investment fund, as well as any other relevant information available at the time the Acquired Fund values its portfolio. Using the nomenclature of the hedge fund industry, any values reported as “estimated” or “final” values are expected to reasonably reflect market values of securities when available or fair value as of the Acquired Fund’s valuation date. A substantial amount of time may elapse between the occurrence of an event necessitating the pricing of Acquired Fund assets and the receipt of valuation information from the underlying manager of a private investment fund.

If no price is obtained for a security in accordance with the foregoing, because either an external price is not readily available or such external price is believed by the Investment Manager or aSub-Adviser not to reflect the market value, the Acquired Fund’s Valuation Committee will make a determination in good faith of the fair value of the security in accordance with the Acquired Fund’s Valuation Procedures. In general, fair value represents a good faith approximation of the current value of an asset and will be used when there is no public market or possibly no market at all for the asset. The fair values of one or more assets may not be the prices at which those assets are ultimately sold and the differencesterm may be significant.

The following is a summary of the inputs useddefined pursuant to value each Fund’s net assets as of January 31, 2020:

Acquiring Fund

 

Assets

  Level 1   Level 2   Level 3   Total 

Collateralized Loan Obligations

  $—     $220,000   $ —     $220,000 

Corporate Obligations

   —      291,094,931    —      291,094,931 

Preferred Stocks

   19,692,800    1,070,600    —      20,763,400 

Short-Term Investments

   3,066,209    —      —      3,066,209 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $22,759,009   $292,385,531    —     $315,144,540 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Financial Instruments*

        

Liabilities

        

Reverse Repurchase Agreements

  $—     $55,614,000   $—     $55,614,000 

A-24


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

   Acquired Fund 

Assets

  Level 1   Level 2   Level 3   N/A   Total 

Asset-Backed Securities

  $—     $13,202,343   $—     $—     $13,202,343 

Bank Loans

   —      —      4,841,580    —      4,841,580 

Closed-End Funds

   22,942,130    —      —      —      22,942,130 

Collateralized Mortgage Obligations

   —      8,348,566    —      —      8,348,566 

Common Stocks

   19,159,907    —      —      —      19,159,907 

Corporate Obligations

   —      2,132,904    —      —      2,132,904 

Exchange-Traded Debt Securities

   1,012,239    —      —      —      1,012,239 

Private Investment Funds

   —      —      —      11,651,074    11,651,074 

Rights

   3,471    —      —      —      3,471 

U.S. Treasury Bills

   —      1,122,192    —      —      1,122,192 

Warrants

   56,457    —      —      —      56,457 

Short-Term Investments

  

 

662,016

 

  

 

—  

 

  

 

—  

 

  

 

—  

 

  

 

662,016

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   43,836,220   $24,806,005   $4,841,580   $11,651,074    85,134,879 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Financial Instruments*

          

Liabilities

          

Securities Sold Short

  $15,424,172   $—     $—     $—     $15,424,172 

Options Written

  $6,180   $—     $—     $—     $6,180 

Futures

  $3,199,258   $—     $—     $—     $3,199,258 

Pro Forma Combined

 

Assets

  Level 1   Level 2   Level 3   Total 

Asset-Backed Securities

  $—     $2,181,675   $—     $2,181,675 

Bank Loans

   —      —      4,841,580    4,841,580 

Collateralized Loan Obligations

   —      220,000    —      220,000 

Corporate Obligations

   —      291,094,931    —      291,094,931 

Preferred Stocks

   20,763,400    —      —      20,463,400 

Short-Term Investments

  

 

3,066,209

 

  

 

—  

 

  

 

—  

 

  

 

3,066,209

 

  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $23,829,609   $293,496,606   $4,841,580   $321,867,795 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Financial Instruments*

        

Liabilities

        

Reverse Repurchase Agreements

  $—     $9,052,013   $—     $9,052,013 

*

Other Financial Instruments are derivative instruments. Futures are reflected at the unrealized depreciation on the instrument as reflected in the consolidated Schedule of Investments.

See the Schedule of Investments for further disaggregation of investment categories. During the period ended January 31, 2020, each fund did not recognize any transfers toSEC rule or from Level 3. See the quantitative information about Level 3 Fair Value Measurements for more information.

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

Pro Forma
Combined

 Balance as
of
6/01/19
  Amortization  Net
Realized
Gain
(Loss)
  Change in net
Unrealized
Appreciation
(Depreciation)
  Purchases  Paydowns/
Sales
  Return of
Capital
Dividends
  Transfers
into
Level 3
  Transfers
Out of
Level 3
  Balance as
of
1/31/20
 

Bank Loans

 $4,452,500   5,590   83,494   39,017   4,731,665   (4,420,727  (49,959  —     —    $4,841,580 

A-25


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

The following is a summary of quantitative information about Level 3 Fair Value Measurements:

Pro Forma

Combined

  Fair Value as of
January 31, 2020
   Valuation
Techniques
  Unobservable
Input
  

Impact to

Valuation from an

increase in input*

Bank Loans

  $4,841,580   Recent Transaction Price  Recent Transaction Price  Increase

*

This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect.

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

Each Fund has adopted financial reporting rules regarding recognition and measurement of tax positions taken or expected to be taken on a tax return. Each Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations.

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

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

The Acquired Fund intends to make monthly distributions to its shareholders equal to 10% annually of the Acquired Fund’s net asset value per Share (the “Distribution Policy”). This predetermined dividend rate may be modified by the Acquired Fund’s Boardregulation from time to time. Additionally, each member of the Committee shall have the additional qualifications indicated below.

Committee members shall hold their offices until their successors are appointed and qualified, or until their earlier resignation or removal by the Board.

The amountmembers of the Committee shall select from their number a chairperson to oversee the Committee’s functions and timing of distributions are

A-26


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)operations.

 

B-1


Qualifications of Committee Members

1.

Members of the Committee must be members of the Board, may not be officers of the Funds and should be free of any relationships that would interfere with the exercise of independent judgment.

2.

Each member of the Committee must be financially literate, or become financially literate within a reasonable period of time after his or her appointment to the Committee, as such qualification is interpreted by the Board in its business judgment. At least one member of the Committee must have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment. Any member identified as an “audit committee financial expert” pursuant to Item 407(d)(5) of Regulation S-K or Item 3 of Form N-CSR may be deemed to have accounting or related financial management expertise.

3.

Unless exempted by an order of the SEC, each member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board or any other committee of the Board, directly or indirectly, accept any consulting, advisory or other compensatory fee from the Funds.

4.

If at least one member of the Committee is not a “financial expert” (as that term is defined in the rules and regulations of the SEC), each Fund’s periodic reports shall disclose the reason why.

Definitions

1.

Appearing and Practicing Before the SEC in the Representation of an Issuer: Attorneys “appearing and practicing” before the SEC in the representation of an issuer with which the attorney has an attorney-client relationship are subject to the Standards. “Appearing and practicing” covers a wide range of attorney conduct, including:

transacting any business or communicating with the SEC;

providing advice on federal securities laws regarding any document that the attorney has notice will be filed with or submitted to the SEC, including providing advice regarding the preparation of, or assisting in the preparation of, any such document;

advising the Funds as to whether information or a statement, opinion, or other writing is required under federal law to be filed with or submitted to the SEC (or incorporated into a filing);

representing the Funds in an SEC administrative proceeding or in connection with any SEC investigation, inquiry, information request, or subpoena.

2.

Evidence of a Material Violation: Credible evidence upon which it would be unreasonable, under the circumstances, for a prudent and competent attorney not to conclude that it is reasonably likely that a Material Violation has occurred, is ongoing, or is about to occur. For the purposes of this definition, the SEC has defined “reasonably likely” as “more than a mere possibility” of a Material Violation — but it need not rise to the level of “more likely than not.”

3.

Material Violation: A material violation of an applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law, or a similar material violation of any United States federal or state law. “Material” refers to conduct or information about which a reasonable investor in the Funds would want to be informed before making an investment decision.

B-2


Duties and Responsibilities

The duties and responsibilities of the Committee shall be as follows:

Audit Related Activities

Recommend to the Board the selection, retention or termination of an independent registered public accounting firm.

Evaluate the independence of each Fund’s independent auditor, and obtain and review the auditor’s disclosures and representations with respect to its independence.

As part of its evaluation of the independence of each Fund’s independent auditor, review (i) the fees paid to the Fund’s independent auditor by the Fund’s investment adviser and its affiliates for audit and non-audit services, and (ii) the hiring of employees or former employees of the Fund’s independent auditor by the Fund’s manager and its affiliates.

Review the scope of the proposed audit each year, the audit procedures to be utilized and the proposed audit fees. At the conclusion of such audit, the Committee will review the results of such audit with the independent auditors, including any comments or recommendations.

Consider the effect upon each Fund of any changes in accounting principles or practices proposed by management or the auditors.

Discuss any matters of concern relating to each Fund’s financial statements, including any adjustments to such statements recommended by the auditor, or other results of said audit(s), including matters required to be discussed by applicable auditing standards, and the management’s response to such matters;

Oversee the work of each Fund’s independent auditor, and resolve disagreements, if any, between the independent auditor and management regarding financial reporting.

Review with each Fund’s independent auditor and with management the adequacy and effectiveness of internal controls and procedures (including those relating to valuation of portfolio securities) and consider any comments, recommendations or findings with respect to these controls and procedures, whether of the Fund or its principal service providers.

Obtain and review periodically information provided by each Fund’s independent auditor concerning the audit firm’s quality control procedures, material issues raised by any review of such procedures, and any steps taken to deal with such issues.

Discuss each Fund’s audited annual financial statements and unaudited semi-annual financial statements, including the Fund’s disclosure of management’s discussion of Fund performance.

Review and approve the fees charged by the auditors for audit and non-audit services.

Investigate improprieties or suspected improprieties in Fund operations that are brought to the Committee’s attention.

Report its activities to the full Board on a regular basis.

Select, recommend and engage a new independent auditor, should it prove necessary, subject to ratification by the Board and shareholder approval, if required.

Pre-approve all auditing services and permissible non-auditing services to be provided to each Fund by the auditor and pre-approve the auditor’s engagement for non-audit services to the investment adviser and its control affiliates where such services relate directly to the operations and financial reporting of the Fund.

Review and evaluate the lead audit partner and assure regular rotation of the lead audit partner as required by law.

Review with the Board, on a periodic basis, the Committee members’ education and experience so that the Board can make the determination, in compliance with its obligations under the federal securities laws, as to whether or not any of the Committee members may be considered to be an “audit committee financial expert” as that term may be defined pursuant to SEC rule or regulation from time to time.

Consider such other matters as it may deem appropriate in carrying out the above responsibilities and any other matters that may be assigned to it by the Board.

B-3


Financial and Administrative Oversight

Receive financial and administrative reports from each Fund’s Treasurer or other persons deemed appropriate by the Committee with such frequency and in such forms as determined in accordanceby the Committee from time to time;

Review each Fund’s proposed dividend distributions and recommend approval of such distributions by the Board.

Other

Make a report as required by Item 407(d) of Regulation S-K indicating whether the Committee: (i) reviewed and discussed the financial statements with federal income tax regulations, which may differ from GAAP. The character of distributions made duringmanagement; (ii) discussed with the year from net investment income or net realized gains may differindependent auditor the matters required by applicable auditing standards; and (iii) received the written disclosures and the letter from the characterization for federal income tax purposes dueindependent auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Committee concerning independence, and discussed with the independent auditor their independence. The Committee’s report should also indicate whether the Committee, based on its review and its discussions with management and the independent auditor, recommends to differencesthe Board that the financial statements be included in the recognitionFund’s annual report for the last fiscal year.

Conduct, on an annual basis, a self-evaluation to review fulfillment of incomeits mission and responsibilities, and to consider any existing deficiencies or possible improvements in the Committee’s operations.

Develop, establish and periodically review procedures for: (i) the receipt, retention and treatment of complaints received by each Fund from any source regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of each Fund or its service providers of concerns regarding questionable accounting or auditing matters related to the Fund.

Have the resources and authority appropriate to discharge its responsibilities, including authority to: (i) engage legal counsel and to retain experts or other persons with specific competence at the expense of each Fund; (ii) compensate any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for each Fund; and gain (loss) items(iii) determine and request appropriate funding from each Fund to cover the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Set hiring policies for employment by each Fund or its investment adviser of any employees or former employees of the Fund’s independent auditor.

Discuss policies with respect to risk assessment and risk management, including (i) a discussion of each Fund’s guidelines and policies to govern the process by which Fund management assesses and manages the Fund’s exposure to risk; (ii) a discussion of each Fund’s major financial statementrisk exposures and tax purposes. investment company taxable incomethe steps Fund management has taken to monitor and nettax-exempt income undistributed duringcontrol such exposures; and (iii) a general review of the year, as well asprocesses which Fund management have in place to manage and assess risk, in coordination with the remaining net capital gain realized duringValuation and Risk Oversight Committee of the year. If the total distributions made in any calendar year exceed investment company taxable income, nettax-exempt income and net capital gain, such excess distributed amount would be treated as ordinary dividend incomeBoard, if any.

Discuss, to the extent applicable, any press release containing earnings or financial information or any such information provided to the public or analysts and rating agencies.

Qualified Legal Compliance Committee

In its capacity as the Fund’s Qualified Legal Compliance Committee, the duties and responsibilities of the Acquired Fund’s current and accumulated earnings and profits. Payments in excess of the earnings and profits would firstCommittee shall be atax-free return of capital to the extent of the adjusted tax basis in the Shares. After such adjusted tax basis is reduced to zero, the payment would constitute capital gain (assuming the Shares are held as capital assets). This Acquired Fund’s Distribution Policy may, under certain circumstances, have certain adverse consequences to the Acquired Fund and its shareholders because it may result in a return of capital resulting in less of a shareholder’s assets being invested in the Acquired Fund and, over time, increase the Acquired Fund’s expense ratio. The Acquired Fund’s Distribution Policy also may cause the Acquired Fund to sell a security at a time it would not otherwise do so in order to manage the distribution of income and gain. If, for any distribution, investment company taxable income (which term includes net short-term capital gain), if any, and nettax-exempt income, if any, is less than the amount of this predetermined dividend rate, then assets of the Acquired Fund will be sold and the difference will generally be atax-free return of capital from the Acquired Fund’s assets. The Acquired Fund’s final distribution for each calendar year will include any remaining

Capital Share Shelf Offering– During the current reporting period, the Acquired Fund was authorized by the Securities and Exchange Commission to issue additional shares through a shelf offering (“Shelf Offering”), in which the aggregate offering amount is not to exceed $250,000,000. Under this Shelf Offering, the Acquired Fund, subject to market conditions, may raise additional capital from time to time in varying amounts and offering methods at a net price at or above the Acquired Fund’s net asset value per common share and also through rights offerings andat-the-market offerings. As of January 31, 2020, no additional shares were sold in connection with the Shelf Offering.

Costs incurred by the Acquired Fund in connection with the Shelf Offering were recorded as a prepaid expense and recognized as prepaid offering costs on the Statement of Assets and Liabilities. These costs will be amortized pro rata as shares are sold and will be recognized as a component of capital. Any deferred offering costs remaining one year after effectiveness of the Shelf Offering will be expensed. Costs incurred by the Acquired Fund to keep the Shelf Offering current will be expensed as incurred and recognized as a component of “Other expenses” on the Statement of Operations. As of January 31, 2020, no amounts of offering costs were amortized in connection with the Shelf Offering because no shares had been sold in connection with the Shelf Offering.

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

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

Indemnifications– Under the Acquiring Fund’s organizational documents, the Acquiring Fund will indemnify its officers and trustees for certain liabilities that may arise from performance of their duties to the Acquiring Fund.

A-27


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

Additionally, in the normal course of business, the Acquiring Fund enters into contracts that contain a variety of representatives and warranties which provide general indemnifications. The Acquiring Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Acquiring Fund that have not yet occurred.

In the normal course of business, the Acquired Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Acquired Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Acquired Fund that have not yet occurred. However, the Acquired Fund expects the risk of loss to be remote.

Cash and Cash Equivalents– Cash and cash equivalents are highly liquid assets including coin, currency and short-term investments that typically mature in30-90 days. Short-term investments can include U.S. government securities and government agency securities, investment grade money market instruments, investment grade fixed-income securities, repurchase agreements, commercial paper and cash equivalents. Cash equivalents are extremely low risk assets that are liquid and easily converted into cash. These investments are only considered equivalents if they are readily available and are not restricted by some agreement. When the Advisers believe market, economic or political conditions are unfavorable for investors, the Advisers may invest up to 100% of a Fund’s net assets in cash, cash equivalents or other short-term investments. Unfavorable market or economic conditions may include excessive volatility or a prolonged general decline in the securities markets, or the U.S. economy. The Adviser also may invest in these types of securities or hold cash while looking for suitable investment opportunities or to maintain liquidity.

Repurchase Agreements– Repurchase agreements are transactions by which the Acquiring Fund purchases a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed upon price on an agreed upon date. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or the date of maturity of the purchased security. A repurchase agreement is accounted for as an investment by each Fund, collateralized by securities, which are delivered to Acquiring Fund’s custodian or to an agent bank under atri-party agreement. The securities aremarked-to-market daily and additional securities are acquired as needed, to ensure that their value equals or exceeds the repurchase price plus accrued interest. Repurchase agreements involve certain risks not associated with direct investments in the underlying securities. In the event of a default or bankruptcy by the seller, the Acquiring Fund will seek to liquidate such collateral. The exercise of the Acquiring Fund’s right to liquidate such collateral could involve certain costs or delays, and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, each Fund could suffer a loss.

Reverse Repurchase Agreements– A reverse repurchase agreement is the sale by the Acquiring Fund of a security to a party for a specified price, with the simultaneous agreement by Acquiring Fund to repurchase that security from that party on a future date at a higher price.

Securities sold under reverse repurchase agreements are reflected as a liability on the Statement of Assets and Liabilities. Interest payments made are recorded as a component of interest expense on the Statement of Operations. Reverse repurchase agreements involve the risk that the counterparty will become subject to bankruptcy or other insolvency proceedings or fail to return a security to the Acquiring Fund. In such situations, the Acquiring Fund may incur losses as a result of a possible decline in the value of the underlying security during the period while Acquiring Fund seeks to enforce its rights, a possible lack of access to income on the underlying security during this period, or expenses of enforcing its rights. The Acquiring Fund will segregate assets determined to be liquid by Angel Oak Capital Advisors, LLC or otherwise covered its obligations under reverse repurchase agreement.

A-28


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

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

 

Reverse Repurchase
Agreements

  Overnight
and
Continuous
   Up to 30
Days
   30-90
Days
   Greater
than 90
Days
   Total 

Corporate Obligations

  $ —     $55,614,000   $ —     $ —     $55,614,000 

Total

  $—     $55,614,000   $—     $—     $55,614,000 

Gross amount of reverse repurchase agreements in Balance Sheet Offsetting
Information Table

 

  $55,614,000 

Amounts related to agreements not included in offsetting disclosure in Balance Sheet
Offsetting Information Table

 

  $—   

Subordinated DebtReceive, consider and formulate appropriate responses to a report of BanksEvidence of a Material Violation.

Investigate any Evidence of a Material Violation brought to its attention with full access to all books, records, facilities and Diversified Financial Companiespersonnel of each Fund and the power to retain outside counsel, auditors or other experts for this purpose.

B-4


Authority

The Acquiring Fund may invest in subordinated debt securities, sometimes also called “junior debt,” which are debt securities for which the issuer’s obligations to make principal and interest payment are secondaryCommittee shall have unrestricted access to the issuer’s payment obligationsTrustees of the Funds, the independent auditors, and the executive and financial management of the Funds.

The Committee shall have the resources and authority appropriate to more senior debt securities. Such investments will consist primarilydischarge its responsibilities (including those in its capacity as each Fund’s Qualified Legal Compliance Committee), including the authority to retain at the Fund’s expense and receive the advice and assistance of debt issued by community banks or savings intuitions (or their holding companies), which are subordinatedsuch legal, accounting, and other experts as it may deem necessary in connection with its work.

Process

The Committee shall meet on a regular basis, but not less than annually. Special meetings shall be called as circumstances require. Minutes of all meetings of the Committee shall be maintained and shall be submitted to senior debt issuedthe Board.

All meetings of the Committee shall be called by the banks and depots heldchairperson of the Committee or by the bank, but are senior to trust preferred obligations, preferred stockChairperson of the Board. A majority of the members of the Committee shall constitute a quorum for the transaction of business. Except as otherwise require by statute or regulation, the action of the Committee at a meeting at which a quorum is present hall be the act of the Committee.

The Committee may meet telephonically or by video conference, and common stock issuedit may act by the bank.unanimous written consent of its members.

High Yield SecuritiesIn acting as each Fund’s Qualified Legal Compliance Committee, the Committee shall act pursuant to the following procedures:

The AcquiringCommittee shall instruct all attorneys appearing and practicing before the SEC in representation of each Fund may investto report to the Committee Evidence of a Material Violation involving the Fund.

Upon receipt of such a report, the Committee shall document its receipt of the report, and shall inform each Fund’s principal executive officer that it has received a report. Any such documentation shall remain confidential and be maintained in below investment grade securities, including certain securities issueda secure location, with access available exclusively to Committee members.

The Committee shall meet promptly after the receipt of a report to begin an inquiry into the matters described in the report and to determine whether the Material Violation described in the report has occurred, is ongoing or is about to occur. The Committee shall take appropriate steps to examine the evidence presented and conduct a preliminary review of the evidence.

If the Committee determines an investigation is necessary or appropriate, it shall: (a) notify the Board; (b) initiate an investigation, which can be conducted by U.S. community banksoutside attorneys; and other financial institutions. These “high-yield” securities, also known as “junk bonds,” will generally be rated BB or lower by S&P or will be of equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or(c) retain experts if unrated, considered by Angel Oak Capital Advisors, LLC to be of comparable quality.necessary.

Structured Products – The Acquiring Fund may invest in certain structured products, including community bank debt securitizations. Normally, structured products are privately offered and sold (that is, they are not registered underAt the securities laws); however, an active dealer market may exist for structured products that qualify for Rule 144A transactions. The risksconclusion of an investment in a structured product depend largely oninvestigation, the typeCommittee shall: (a) inform each Fund’s principal executive officer and the Board of the collateral securities and the classresults of the structured product in which the Acquiringinvestigation; and (b) recommend, by majority vote, that each Fund invests. In additionimplement an appropriate response to the normal interest rate, default and other risks of fixed income securities, structured products carry additional risks, including the collateralMaterial Violation. An appropriate response may decline in valueinclude appropriate steps or default, the Acquiring Fund may invest in Structured Productssanctions to stop any Material Violations that are not subordinateongoing, to other classes, valuesprevent any Material Violations yet to occur, and to remedy or otherwise appropriately address any Material Violations that have already occurred and to minimize the likelihood of their recurrence.

If it is determined that no Material Violation has occurred, is ongoing or is about to occur, or that an attorney may assert a colorable defense in behalf of the subject of the Committee’s inquiry in any investigation or judicial or administrative proceeding relating to the Material Violation, the Committee shall terminate its investigation and notify the principal executive officer of its determination. The results of any investigation shall be volatiledocumented and disputesmaintained along with the issuer may produce unexpected investment results.

Common and Preferred Stocks– Each Fund may invest in common and preferred stock. Common stock represents an equity (ownership) interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretiondocumentation of the issuer. Preferred stock is a class of stock having a preference over common stock as to the payment of dividends and the recovery of investment should a company be liquidated, although preferred stock is usually junior to the debt securitiesreceipt of the issuer. Preferred stock typically does not possess voting rights and its market value may change based on changes in interest rates. The fundamental risk of investing in preferred stock is the risk that the value of the stock might decrease.

Closed-End Funds (“CEFs”)– The Acquired Fund may invest in shares of CEFs. A CEF is a pooled investment vehicle that is registered under the Investment Company Act and whose shares are listed and traded on U.S. national securities exchanges. Investments in CEFs are subject to various risks, including reliance on

A-29


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)report.

 

management’s abilityB-5


The Committee shall have the authority and responsibility, acting by majority vote, to meettake all other appropriate action, including the authority to notify the SEC if a CEF’s investment objectiveFund materially fails to implement an appropriate response that the Committee has recommended the Fund take.

Committee Charter

The Committee shall review this Charter at least annually and to manage a CEF’s portfolio, and fluctuation inrecommend any changes deemed necessary or advisable as circumstances warrant.

The Charter, including any amendments thereto, shall be maintained with the market value of a CEF’s shares compared to the changes in the valuerecords of the underlying securities thatFunds.

Resources

The Funds must provide for appropriate funding, as determined by the CEF owns. In addition, the Acquired Fund bearsCommittee, in its capacity as a pro rata sharecommittee of the management feesBoard, for payment of:

compensation to any outside counsel, auditor and/or other experts engaged for the purpose of investigating any Evidence of Material Violation; and

ordinary administrative expenses of each underlying CEFthe Committee that are necessary or appropriate in addition to the Acquired Fund’s management fees and expenses, which results in the Acquired Fund’s shareholders being subject to higher expenses than if they invested directly in the CEFs.

Exchange Traded Funds (“ETFs”)– ETFs typically trade on securities exchanges and their shares may, at times, trade at a premium or discount to their net asset values. In addition, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of securities held. Investing in ETFs, which are investment companies, may involve duplication of advisory fees and certain other expenses. As a result, the Acquired Fund shareholders indirectly bear their proportionate share of these expenses. Therefore, the cost of investing in the Acquired Fund will be higher than the cost of investing directly in ETFs and may be higher than other funds that invest directly in securities. Each ETF in which the Acquired Fund invests is subject to specific risks, depending on the nature of the ETF. Each ETF is subject to the risks associated with direct ownership of the securities comprising the index on which the ETF is based. These risks could include liquidity risk, sector risk, and risks associated with fixed-income securities.

Futures Contracts– The Acquired Fund may enter into futures contracts (including contracts relating to foreign currencies, interest rates, commodities securities and other financial indexes and other commodities), and purchase and write (sell) related options traded on exchanges designated by the Commodity Futures Trading Commission (“CFTC”) or, consistent with CFTC regulations, on foreign exchanges. A futures contract provides for the future sale by one party and the purchase by the other party of a specified amount of a commodity, such as an energy, financial, agricultural or metal commodity, at a specified price, date, time and place. For example, a foreign currency futures contract provides for the future sale by one party and the purchase by the other party of a certain amount of a specifiednon-U.S. currency at a specified price, date, time and place. Similarly, an interest rate futures contract provides for the future sale by one party and the purchase by the other party of a certain amount of a specific interest rate sensitive financial instrument (e.g., a debt security) at a specified price, date, time and place. Securities, commodities and other financial indexes are capitalization weighted indexes that reflect the market value of the securities, commodities or other financial instruments, respectively, represented in the indexes. A futures contract on an index is an agreement to be settled by delivery of an amount of cash equal to a specified multiplier times the difference between the value of the index at the close of the last trading day on the contract and the price at which the agreement is made. The clearing house of the exchange on which a futures contract is entered into becomes the counterparty to each purchaser and seller of the futures contract.

A futures contract held by the Acquired Fund is valued daily at the official settlement price on the exchange on which it is traded. In computing daily net asset value, the Acquired Fund will mark to marketcarrying out its open futures positions. The Acquired Fund also is required to deposit and to maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option and other futures positions held by the Acquired Fund. Although some futures contracts call for making or taking delivery of the underlying assets, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (involving the same exchange, underlying security or index and delivery month). If an offsetting purchase price is less than the original sale price, the Acquired Fund realizes a capital gain, or if it is more, the Acquired Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Acquired Fund realizes a capital gain, or if it is less, the Acquired Fund realizes a capital loss. The transaction costs also must be included in these calculations. As discussed below,duties.

 

A-30


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

 

however,B-6


EXHIBIT C

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Purpose

The Nominating and Governance Committee (the “Committee”) of the AcquiredBoards of Trustees (collectively, the “Board”) of Angel Oak Funds Trust, Angel Oak Strategic Credit Fund, mayAngel Oak Financial Strategies Income Term Trust and Angel Oak Credit Opportunities Term Trust (each, a “Trust” and together, the “Trusts”) is established to oversee each Trust’s nomination process and its fund governance matters. The Committee shall assist the full Board in connection with: (1) matters relating to the composition of the Board and the identification and selection of nominees for membership on the Board; and (2) matters relating to the governance process of each Trust.

Composition

The Committee shall be composed exclusively of the Independent Trustees of each Trust.

Committee members shall hold their offices until their successors are appointed and qualified, or until their earlier resignation or removal by the Board.

Management of each Trust, while not alwayshaving representatives on the Committee, will nonetheless be ableexpected to make an offsetting purchase or sale. In the case ofhave a physically settled futures contract, this could resultrole in the Acquired Fund being required to deliver, or receive, the underlying physical commodity, which could be adversenominating process by identifying and recommending potential candidates to the Acquired Fund.Committee for consideration.

At any time priorBoard Nominations and Functions

1.

The Committee shall recommend nominees to the full Board for election to the Board. The Committee shall evaluate each candidate’s qualifications for Board membership and with respect to Independent Trustee nominees, the Committee shall evaluate their independence from each Trust’s manager and other principal service providers. In determining a nominee’s qualifications for Board membership, the Committee shall take into consideration those characteristics and attributes that the Committee members identify as being necessary and suitable for a member of each Trust’s Board.

2.

The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board.

3.

The Committee shall review Trustee compensation on an as-needed basis and shall recommend any appropriate changes to the full Board.

Factors to be Considered in Connection with the Evaluation of Board Candidates

1.

When assessing a candidate’s qualifications and fitness for service on the Board, the Committee shall consider, among other things, the Board’s commitments to diversity and inclusiveness and best governance practices. Such factors may include, but are not necessarily limited to, a candidate’s skills, relevant professional and industry experience, demonstrated commitment to integrity and ethical business practices, gender, race, ethnicity, national origin, sexual orientation, veteran status and such other relevant attributes that the members of the Committee, in the exercise of their reasonable business judgment, consider important in order to achieve a diverse, inclusive and effective Board.

2.

The Committee shall also ensure that the Board is in compliance with all federal, state and local regulatory requirements regarding the composition of the Board that are or may become applicable to the Trusts.

Corporate Governance Oversight and Functions

1.

The Committee shall oversee each Trust’s policies and procedures regarding compliance with corporate governance matters.

2.

The Committee shall periodically review the Board governance procedures of each Trust and shall recommend any appropriate changes to the full Board.

C-1


3.

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts at the expense of the Trusts in connection with carrying out its duties.

Authority

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts at the expense of the Trusts in connection with carrying out its duties.

Process

The Committee shall meet with such frequency and at such intervals as it determines are necessary to fulfill its duties and responsibilities, but not less than annually. Special meetings may be called as circumstances require.

All meetings of the Committee shall be called by the chairperson of the Committee or by the chairperson of the Board. A majority of the members of the Committee shall constitute a quorum for the transaction of business. Except as otherwise required by statute or regulation, the action of the Committee at a meeting at which a quorum is present shall be the act of the Committee.

The Committee may meet telephonically or by video conference, and it may act by the unanimous written consent of its members.

The Committee shall keep minutes of each meeting and it shall distribute them to all members of the Committee for review and approval. Approved Committee minutes shall be submitted to the expiration of a futures contract, the Acquired Fund may seek to close the position by seeking to take an opposite position, which would operate to terminate the Acquired Fund’s existing position in the contract. Positions in futures contracts and options on futures contracts may be closed out only on the exchange on which they were entered into (or through a linked exchange). No secondary market for such contracts exists. Although the Acquired Fund may enter into futures contracts only if there is an active market for such contracts, there is no assurance that an active market will exist at any particular time. Most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the day. It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions at an advantageous price and subjecting the Acquired Fund to substantial losses. In such event, and in the event of adverse price movements, the Acquired Fund would be required to make daily cash payments of variation margin. In such situations, if the Acquired Fund had insufficient cash, it might have to sell assets to meet daily variation margin requirements at a time when it would be disadvantageous to do so. In addition, if the transaction is entered into for hedging purposes, in such circumstances the Acquired Fund may realize a loss on a futures contract or option that is not offset by an increase in the valueBoard of the hedged position. Losses incurred in futures transactionsTrusts.

Committee Charter

The Committee shall review this Charter at least annually and recommend any changes deemed necessary or advisable as circumstances warrant.

The Charter, including any amendments thereto, shall be maintained with the costs of these transactions will affect the Acquired Fund’s performance.

Options– The Acquired Fund may write or purchase call and put options on specific securities and may write and sell covered or uncovered call and put options for hedging purposes in pursuing its investment objectives. A put option gives the purchaserrecords of the option the right to sell, and obligates the writer to buy, the underlying security at a stated exercise price, typically at any time prior to the expiration of the option for American options or only at expiration for European options. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security at a stated exercise price, typically at any time prior to the expiration of the option. A covered call option is a call option with respect to which the seller of the option owns the underlying security. The sale of such an option exposes the seller during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or to possible continued holding of a security that might otherwise have been sold to protect against depreciation in the market price of the security. A covered put option is a put option with respect to which cash or liquid securities have been placed in a segregated account on the books of the Acquired Fund or with a custodian to fulfill the obligation undertaken. The sale of such an option exposes the seller during the term of the option to a decline in price of the underlying security while depriving the seller of the opportunity to invest the segregated assets.

The Acquired Fund may close out a position when writing options by purchasing an option on the same underlying security with the same exercise price and expiration date as the option that it has previously written on the security. In such a case, the Acquired Fund will realize a profit or loss if the amount paid to purchase an option is less or more than the amount received from the sale of the option.

Private Investment Funds– The Acquired Fund may also invest in private investment funds (i.e., investment funds that would be investment companies but for the exemptions under Section 3(c)(1) or 3(c)(7) of the Investment Company Act) that invest or trade in a wide range of securities. When the Acquired Fund invests in securities issued by private investment funds, it will bear its pro rata portion of the private funds’ expenses. These expenses are in addition to the direct expenses of the Acquired Fund’s own operations, thereby increasingTrusts.

 

A-31


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

 

indirect Acquired Fund costs and potentially reducing returns to shareholders. A private investment fund in which the Acquired Fund invests has its own investment risks, and those risks can affect the value of the private investment fund’s shares and, therefore, the value of the Acquired Fund’s investments. There can be no assurance that the investment objective of a private investment fund will be achieved. A private investment fund may change its investment objective or policies without the Acquired Fund’s approval, which could force the Acquired Fund to withdraw its investment from such private investment fund at a time that is unfavorable to the Acquired Fund. In addition, one private investment fund may buy the same securities that another private investment fund sells. Therefore, the Acquired Fund would indirectly bear the costs of these trades without accomplishing any investment purpose.

Securities Sold Short– Short sales are transactions in which the Acquired Fund sells a security it does not own in anticipation of a decline in the value of that security. To complete such a transaction, the Acquired Fund must borrow the security to make delivery to the buyer. The Acquired Fund then is obligated to replace the security borrowed by purchasing the security at market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Acquired Fund. When a security is sold short, a decrease in the value of the security will be recognized as a gain and an increase in the value of the security will be recognized as a loss, which is potentially limitless. Until the security is replaced, the Acquired Fund is required to pay the lender amounts equal to dividend or interest that accrue during the period of the loan, which is recorded as an expense. To borrow the security, the Acquired Fund also may be required to pay a premium or an interest fee, which are recorded as interest expense. Cash or securities are segregated for the broker to meet the necessary margin requirements. The Acquired Fund is subject to the risk that it may not always be able to close out a short position at a particular time or at an acceptable price.

Swaps– Each Fund may enter into swap contracts to hedge various investments for risk management or to pursue its investment objective. Each Fund may invest in credit default swaps, total return swaps, interest rate swaps, equity swaps, currency swaps, options on foregoing swaps, and other types of swaps. Such transactions are subject to market risk, liquidity risk, risk of default by the other party to the transaction, known as “counterparty risk,” regulatory risk and risk of imperfect correlation between the value of such instruments and the underlying assets and may involve commissions or other costs. Swap agreements are valued by a pricing service and unrealized appreciation or depreciation is recorded daily as the difference between the prior day and current day closing price.

Trust Preferred Securities– The Acquiring Fund may invest in trust preferred securities, or “TruPS,” which are securities that are typically issued by banks and other financial institutions that combine the features of corporate debt securities and preferred securities as well as certain features of equity securities. TruPS are typically issued by banks and other financial institutions, generally in the form of beneficial interest-bearing notes with preferred securities characteristics, or by an affiliated business trust, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. Many TruPS are issued by trusts or other special purpose entities established by banks and other financial institutions and are not a direct obligation of those banks and other financial institutions. The TruPS market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature of have stated maturity dates. TruPS are typically issued with a final maturity date, although some (usually those of foreign issuers) are perpetual in nature. TruPS are typically junior and fully subordinated liabilities of an issuer and benefit from a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. In addition, TruPS typically per permit an issuer to defer the payment of income for five years or more without triggering an event of default. Because of their subordinated position in the capital structure of an issuer the ability to defer payments for extended periods of time without default consequences to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or ultimate guarantor when full cumulative payments on the TruPS have not been made), TruPS are often

A-32


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

deemed to be a close substitute for traditional preferred securities. TruPS also possess many of the typical characteristics of equity securities due to their subordinated position in an issuer’s capital structure and because their quality and value are heavily dependent on the issuer’s profitability as opposed to any legal claims to specific assets or cash flows.

NOTE 4. DERIVATIVE AND HEDGING DISCLOSURE

The Acquired Fund has adopted the disclosure provisions of FASB Standard Codification 815,Derivatives and Hedging, which requires enhanced disclosures about the Acquired Fund’s derivative and hedging activities, including how such activities are accounted for and their effects on the Fund’s financial position, performance and cash flows.

For either investment or hedging purposes, the Acquired Fund may invest substantially in a broad range of derivative instruments, including structured products, swaps (including credit default swaps), futures and forward contracts, and options. Such derivatives may tradeover-the-counter or on an exchange and may principally be used for one or more of the following purposes: speculation, currency hedging, duration management, or to pursue the Acquired Fund’s investment objective. The Acquired Fund’s derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying asset, rate or index, which creates the possibility that the loss on such instruments may be greater than the gain in the value of the underlying asset, rate or index; the loss of principal; the possible default of the other party to the transaction; and illiquidity of the derivative investments. The Acquired Fund invested in options contracts, futures contracts, and swap contracts during the period ended January 31, 2020, which did not have a material impact on the Acquired Fund’s performance.

The effects of these derivative instruments on the Acquired Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations are presented in the tables below. The fair values of derivative instruments as of January 31, 2020 by risk category are as follows:

   Liability Derivatives 

Derivatives not

designated as

hedging instruments

  Statement of Assets and
Liabilities Location
   Value 

Equity Price Risk

   Option Contracts Written   $38,630 

Interest Rate Risk

   

Unrealized Depreciation
on Open Futures
Contracts
 
 
 
  $2,117 
    

 

 

 

Total

    $40,747 
    

 

 

 

The effects of derivative instruments on the Statement of Operations for the period ended January 31, 2020 are as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income

 

Derivatives not designated as

hedging instruments              

  Purchased
Option
Contracts
   Option
Contracts
Written
   Futures
Contracts
   Swap
Contracts
 

Equity Price Risk

  $(11,752  $38,640   $—     $102 

Interest Rate Risk

  $—     $—     $—     $—   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $(11,752  $38,640   $—     $102 
  

 

 

   

 

 

   

 

 

   

 

 

 

A-33


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

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

 

Derivatives not designated as

hedging instruments              

  Purchased
Option
Contracts
   Option
Contracts
Written
   Futures
Contracts
   Swap
Contracts
 

Equity Price Risk

  $—     $(17,592  $—     $—   

Interest Rate Risk

  $—     $—     $(88,555  $—   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—     $(17,592  $(88,555  $—   
  

 

 

   

 

 

   

 

 

   

 

 

 

The number of contracts are included on the Schedule of Investments. The quarterly average volumes of derivative instruments as of January 31, 2020 are as follows:

Derivative

  Quarterly Average   Amount 

Option Contracts Purchased

   Average Notional Value   $106,933 

Option Contracts Written

   Average Notional Value    (545,067

Long Swap Contracts

   Average Notional Value    112,099 

Short Swap Contracts

   Average Notional Value    (112,426

Futures Contracts

   Average Notional Value    (3,110,703

NOTE 5. DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES

The following table provides a summary of offsetting financial liabilities and derivatives and the effect of derivative instruments on the Pro Forma Combined Fund’s Statement of Assets and Liabilities as of January 31, 2020.

               Gross
Amounts
Not Offset in
Consolidated
Statement of
Assets and
Liabilities
         
   Gross
Amounts of
Recognized
Liabilities
   Gross
Amounts
Offset in
Consolidated
Statements
of Assets
and
Liabilities
   Net
Amounts of
Liabilities
Presented in
Consolidated
Statements
of Assets
and Liabilities
   Financial
Instruments
   Cash
Collateral
Pledged
   Net
Amount
 

Reverse Repurchase Agreements

  $55,614,000   $ —     $55,614,000   $55,614,000   $ —     $ —   

NOTE 6. CREDIT AGREEMENTS

On September 17, 2019, the Acquiring Fund entered into a $30 million line of credit agreement (the “Facility”) with IBERIABANK, which matures September 17, 2022. Under the Facility, interest is charged on a floating rate based onone-month LIBOR plus 2.40% and is payable on the last day of the interest period, which was 4.06% as of January 31, 2020. The Acquiring Fund is required to pay IBERIABANK a commitment fee of 0.50% on the unused portion of the Facility if the Acquiring Fund does not achieve a 75% utilization rate in each year. This committee fee is waived for the first year. The Fund paid an origination fee of $120,000 and other expenses on September 17, 2019, which were paid upfront and are being accrued for daily over the life of the loan. For the period ended January 31, 2020, the average principal balance and interest rate was $14,965,672 and 4.19%. The maximum loan outstanding during the period was $25,900,000. As of January 31, 2020, the outstanding principal balance under the Facility was $25,900,000.

A-34


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

The Acquired Fund has entered into a borrowing agreement with BNP Paribas. The Acquired Fund may borrow amounts up toone-third of the value of its assets. The Acquired Fund is charged interest ofone-month LIBOR plus 0.75% for borrowing under this agreement. The average interest rate, average daily loan balance, maximum outstanding and amount recoded as interest expense for the period ended January 31, 2020 were 2.75%, $20,089,379, $22,569,846, and $373,051, respectively. The Fund had outstanding borrowings for 245 days during the period ended January 31, 2020. At January 31, 2020, the balance was $21,345,383 and the interest rate was 2.41%.

NOTE 7. FUND CERTIFICATION

The Acquiring Fund is listed for trading on the NYSE and has filed with the NYSE its annual chief executive officer certification regarding compliance with the NYSE’s listing standards. The Acquiring Fund filed with the SEC the certification of its chief executive officer and principal financial officer required by section 302 of the Sarbanes-Oxley Act.

NOTE 8. FEES AND OTHER RELATED PARTY TRANSACTIONS

Under the terms of the investment advisory agreement, on behalf of the Acquiring Fund (the “Agreement”), the Angel Oak Capital Advisors LLC manages the Acquiring Fund’s investments subject to oversight of the Trustees. As compensation for its management services, the Acquiring Fund is obligated to pay the Angel Oak Capital Advisors LLC a fee computed and accrued daily and paid monthly at an annual rate of 1.35% of the average daily Managed Assets (as defined below) of the Acquiring Fund. Managed Assets includes total assets (including any assets attributable to borrowing for investment purposes) minus the sum of the Acquiring Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes) (“Managed Assets”). The Angel Oak Capital Advisors LLC has voluntarily agreed to waive its management fee to 1.00% of the Fund’s Managed Assets for the first year of the Acquiring Fund’s operation. The Angel Oak Capital Advisors LLC may not recoup from the Acquiring Fund any waived amount or reimbursed expenses pursuant to this arrangement. The Angel Oak Capital Advisors LLC may amend or discontinue this voluntary waiver at any time without advance notice

The Angel Oak Capital Advisors LLC has contractually agreed to waive its fees and/or reimburse certain expenses (exclusive of any taxes, interest on borrowings, dividends on securities sold short, brokerage commissions, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization and extraordinary expenses) to limit the Acquiring Fund’s Total Annual Fund Operating Expenses to 0.25% of the Fund’s Managed Assets (the “Expense Limit”) through at least May 31, 2020 (the “Limitation Period”). The Expense Limit may be eliminated at any time by the Acquiring Fund’s Board, on behalf of the Acquiring Fund, upon 60 days’ written notice to the Angel Oak Capital Advisors LLC. Prior to the end of the Limitation Period, the Expense Limit may not be terminated by the Angel Oak Capital Advisors LLC without the consent of the Acquiring Fund’s Board. The contractual waiver and/or reimbursement by the Angel Oak Capital Advisors LLC with respect to the Fund is subject to repayment by the Fund within 36 months following the month in which that particular waiver and/or reimbursement occurred, provided that the Acquiring Fund is able to make the repayment without exceeding the expense limitations described above or the expense limitation in effect at the time of the reimbursement (whichever is lower). The amount subject to repayment by the Fund, pursuant to the aforementioned conditions at January 31, 2020, is $154,748 and is recoverable through January 31, 2023.

The Acquired Fund has agreed to pay the Investment Manager a management fee payable on a monthly basis at the annual rate of 1.40% of the Acquired Fund’s average daily Managed Assets (as defined below) in consideration of the advisory and other services it provides. “Managed Assets” means the total assets of the

A-35


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

Fund, including leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding). As a result, the Investment Manager is paid more if the Acquired Fund uses leverage, which creates a conflict of interest for the Investment Manager. The Investment Manager seeks to manage that potential conflict by utilizing leverage only when it determines such action is in the best interests of the Fund.

Destra Capital Investments LLC (“Destra”) provides investor support services in connection with the ongoing operation of the Acquiring Fund. Such services include providing ongoing contact with respect to the Acquiring Fund and its performance with financial advisors that are representatives of financial intermediaries, communicating with the NYSE specialist for the Shares, and with theclosed-end fund analyst community regarding the Acquiring Fund on a regular basis. The Acquiring Fund pays Destra a service fee in an annual amount equal to 0.12% of the average aggregate daily value of the Acquiring Fund’s Managed Assets during the Acquiring Fund’s first year of operations and 0.10% of the average daily value of the Acquiring Fund’s Managed Assets if the Acquiring Fund’s average Managed Assets is less than $500 million, otherwise the Acquiring Fund will pay 0.07% of the average daily value of the Acquiring Fund’s Managed Assets from the end of the Acquiring Fund’s first year of operations through the Termination Date.

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

Vigilant Compliance, LLC provides Chief Compliance Officer (“CCO”) services to the Acquired Fund. The Acquired Fund’s allocated fees incurred for CCO services for the period ended December 31, 2019, are reported on the Statement of Operations.

Foreside Fund Services, LLC serves as the Acquired Fund’s distributor; UMB Fund Services, Inc. (“UMBFS”) serves as the Acquired Fund’s fund accountant, transfer agent and administrator; UMB Bank, n.a., an affiliate of UMBFS, serves as the Acquired Fund’s custodian.

Certain officers of the Acquired Fund are employees of UMBFS. The Acquired Fund does not compensate officers affiliated with the Acquired Fund’s administrator. For the period ended December 31, 2019, the Acquired Fund’s allocated fees incurred for directors are reported on the Statement of Operations.

Certain officers, Trustees and shareholders of Acquiring Fund are also owners or employees of Angel Oak Capital Advisors, LLC.

A-36


NOTES TO THE PRO FORMA FINANCIAL STATEMENTS

Notes to the Pro Forma Condensed Combined Financial Statements

January 31, 2020 (Unaudited)

NOTE 9. INVESTMENT TRANSACTIONS

For the period ended January 31, 2020, purchases and sales of investment securities, other than short-term investments and short-term U.S. Government securities were as follows:

Acquiring Fund

Purchases

    

Sales

$357,691,803

    $54,420,625

Acquired Fund

Purchases

    

Sales

$77,803,343

    $89,522,511

Proceeds from Securities Sold Short

    

Cover Short Securities

$30,873,159

    $36,678,935

For the period ended January 31, 2020, there were no purchases or sales of U.S. Government securities for the Funds.

During the period ended January 31, 2020, the Acquiring Fund purchased securities from an affiliated fund of Angel Oak Capital Advisors, in accordance with the Rule17a-7 procedures adopted by the Trust, at a value of $95,484,673.

NOTE 10. CAPITAL STOCK

The combined pro forma net asset values per share assume that the issuance of FINS shares to VOF shareholders would have occurred at January 31, 2020 in connection with the proposed reorganization. The number of shares assumed to be received is equal to the net asset value of shares of VOF as of January 31, 2020, divided by the net asset value of FINS as of January 31, 2020. The pro forma number of shares outstanding, for the combined fund consists of the following:

Shares of FINS  Pre-Combination

  Additional Shares Assumed
Issued in Reorganization
   Total Outstanding Shares of
Acquiring Fund Post-
Combination
 

11,519,934

   3,902,204    15,422,138 

NOTE 11. PRO FORMA OPERATING EXPENSES

The pro forma condensed combined statement of operations for the eight-month period ended January 31, 2020 as adjusted, giving effect to the Reorganization reflects the changes in expense of the Acquiring Fund as if the Reorganization were consummated on January 31, 2020. Although it is anticipated that here will be an elimination of certain duplicative expenses because of the Reorganization, the actual amount of such expenses cannot be determined because it is not possible to predict the cost of future operations.

NOTE 12. SUBSEQUENT EVENT

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

Management of the Funds has considered the effects the global COVID-19 pandemic crisis has had on financial markets around the world. The U.S. Federal Reserve Bank and other central banks have taken aggressive action to support worldwide markets, which Management believes will help restore confidence and improve liquidity over time. Management has concluded that the fundamental credit characteristics of the assets traded by the Funds continue to be sound and expects attractive relative-value investment opportunities in the future.

A-37C-2


PROXY

  LOGOLOGO  

PROXY

SPECIALANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 27, 2020JUNE 29, 2023

3344 PEACHTREE ROAD NE, SUITE 1725, ATLANTA, GEORGIA 303261370 Avenue of the Americas, Suite 2800, New York, New York 10019

ANGEL OAK FINANCIAL STRATEGIES INCOME TERM TRUST

The undersigned, revoking previous proxies, if any, with respect to the shares described below, hereby appoints Dory S. BlackAdam Langley and Lu Chang as ProxyKevin Sluss, each the attorney, agent, and proxy of the undersigned, with full power of substitution, and hereby authorizes each of them to vote on behalfat the Annual Meeting of the undersigned all sharesShareholders (the “Meeting”) of Angel Oak Financial Strategies Income Term Trust (the “Fund”) listed on the following page that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 10:00 am Eastern time, on May 27, 2020 at the offices of Angel Oak Capital Advisors, LLC, located at 3344 Peachtree Road NE,1370 Avenue of the Americas, Suite 1725, Atlanta, Georgia 303262800, New York, New York 10019, on June 29, 2023, at 1:00 p.m., Eastern Time, and at any and all adjournments or postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This Proxy will be governed by and construed in accordance with the lawsall shares of the State of Delaware and applicable federal securities laws. The execution of this Proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Delaware and applicable federal securities laws, of any Proxy previously granted specifically in connection with the voting of the shares subject hereto. This Proxy may be revoked at any time prior to the exercise of the powers conferred thereby.

This Proxy is solicited on behalfbeneficial interest of the Fund, on the proposal set forth below and Fund’s Board of Trustees, and the Proposals have been unanimously approved by the Board of Trustees and recommended for approval by shareholders. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals. In his/her discretion, the Proxy is authorized to vote upon suchany other matters as may properly comebrought before the meeting.Meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND. THIS PROXY CARD WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, THIS PROXY CARD WILL BE VOTED “FOR” PROPOSAL 1 SET FORTH BELOW. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO VOTE UPON SUCH MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS.

 

CONTROL #:

Receipt of Notice of Meeting and Proxy Statement is hereby acknowledged.

SHARES:

 

SHARES:

Note: Signature(s) should bePlease sign exactly as name or names appearing on this Proxy. If shares are held jointly, each holder should sign.appears to the left. When signing in a fiduciary capacity, such as by attorney, executor, administrator, trustee, or guardian, etc., please give full title. Corporate and partnership proxies should be signedtitle as such. If signing for a corporation, please sign in full corporate name by an authorized person. ByIf signing this Proxy Card, receipt of the accompanying Notice of Special Meeting of Shareholders and Proxy Statement is acknowledged.

for a partnership or LLC, please sign in partnership name by authorized person.

Signature(s) (Title(s), if applicable)

 

 

 

Signature(s) (Title(s), if applicable)

 

 

Date

PLEASE VOTE VIA THE INTERNET OR TELEPHONE OR MARK, SIGN, DATE AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE

 

CONTINUED ON THE REVERSE SIDE

EVERY SHAREHOLDER’S VOTE IS IMPORTANT!

VOTE THIS PROXY CARD TODAY!


 

THERE ARE 3 EASY WAYS TO VOTE YOUR PROXY:

1.By Phone:Call Okapi Partners toll-free at: (877) 855-208-8903274-8654to vote with a live Proxyproxy services representative. Representatives are available to take your vote or to answer any questions Monday through Friday 9:00 AM to 10:9:00 PM (EST).

OR

2.By Internet:Refer to your Proxy Cardproxy card for the control number and go to:WWW.OKAPIVOTE.COM/ANGELOAK2020www.OkapiVote.com/AngelOak2023and follow the simpleon-screen instructions.

  

OR

3.By Mail:Sign, Date, and Return this Proxy Cardproxy card using the enclosed postage-paid envelope.

If possible, please utilize option 1 or 2 to ensure that your

vote is received and registered in time for the meeting onJune 29, 2023

May 27, 2020

  


THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE PROPOSALS LISTED BELOWPROPOSAL 1 BELOW.

 

1.  To elect two Class III Trustees to the Board of Trustees of the Fund.

  FOR  AGAINST  ABSTAIN

1.  To approve the issuance of additional common shares of beneficial interest of the Fund in connection with the reorganization of Vivaldi Opportunities Fund, anotherclosed-end fund, with and into the Fund•  Ira P. Cohen

      

2.  To ratify the selection of Cohen & Company, Ltd. as the Fund’s independent registered Public accounting firm for the fiscal year ending January 31, 2021•  Samuel R. Dunlap, III

      

To transact any other business that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes

      

You may have received more than one Proxy Card due to multiple investments in the Fund.

PLEASE REMEMBER TO VOTE ALL OF YOUR PROXY CARDS!

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE UPPER PORTION IN THE ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

PLEASE REMEMBER TO VOTE ALL OF YOUR PROXY CARDS!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THIS SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON MAY 27, 2020JUNE 29, 2023

THE PROXY STATEMENT AND THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS FOR THIS MEETING ARE AVAILABLE AT:HTTP://WWW.OKAPIVOTE.COM/ANGELOAK

THANK YOU FOR VOTING