<SEC-DOCUMENT>0001821268-21-000411.txt : 20210920
<SEC-HEADER>0001821268-21-000411.hdr.sgml : 20210920
<ACCEPTANCE-DATETIME>20210920102705
ACCESSION NUMBER:		0001821268-21-000411
CONFORMED SUBMISSION TYPE:	424B5
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20210920
DATE AS OF CHANGE:		20210920

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GUGGENHEIM STRATEGIC OPPORTUNITIES FUND
		CENTRAL INDEX KEY:			0001380936
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		424B5
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-259592
		FILM NUMBER:		211262302

	BUSINESS ADDRESS:	
		STREET 1:		227 WEST MONROE STREET
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		312-827-0100

	MAIL ADDRESS:	
		STREET 1:		227 WEST MONROE STREET
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CLAYMORE/GUGGENHEIM STRATEGIC OPPORTUNITIES FUND
		DATE OF NAME CHANGE:	20090630

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Claymore/Guggenheim Strategic Opportunities Fund
		DATE OF NAME CHANGE:	20070605

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Claymore Strategic Opportunities Fund
		DATE OF NAME CHANGE:	20061113
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>gug82959-424b.htm
<DESCRIPTION>GOF
<TEXT>
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<P STYLE="text-align: right; margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: right; margin-top: 0; margin-bottom: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: right; margin-top: 0; margin-bottom: 0"><B>Filed Pursuant to Rule 424(b)(5)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: right; margin-top: 0; margin-bottom: 0"><B>Securities Act File No. 333-259592</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: right; margin-top: 0; margin-bottom: 0"><B>Investment Company Act File
No. 811-21982</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: right; margin-top: 0; margin-bottom: 0"><IMG SRC="image_001.jpg" ALT="">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: right; margin-top: 0; margin-bottom: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>PROSPECTUS SUPPLEMENT&#9;<BR>
(to Prospectus dated September 20, 2021)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 11.95pt 0 0; text-align: center"><B>GUGGENHEIM STRATEGIC OPPORTUNITIES FUND
</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>Common Shares of Beneficial
Interests</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; background-color: white"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>Having an Aggregate Initial
Offering Price of Up to $374,537,331</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-indent: 13.5pt; background-color: white">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Guggenheim Strategic
Opportunities Fund (the &#8220;Fund&#8221;) is a diversified, closed-end management investment company. The Fund&#8217;s investment objective
is to maximize total return through a combination of current income and capital appreciation. The Fund pursues a relative value-based
investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between securities
that deviate from their perceived fair value and/or historical norms. The Fund&#8217;s sub-adviser seeks to combine a credit-managed fixed-income
portfolio with access to a diversified pool of alternative investments and equity strategies. The Fund&#8217;s investment philosophy is
predicated upon the belief that thorough research and independent thought are rewarded with performance that has the potential to outperform
benchmark indexes with both lower volatility and lower correlation of returns as compared to such benchmark indexes. The Fund cannot ensure
investors that it will achieve its investment objective.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund seeks to achieve its investment objective by investing in a wide range of fixed-income and other debt and senior equity securities
(&#8220;Income Securities&#8221;) selected from a variety of sectors and credit qualities, including, but not limited to, corporate bonds,
loans and loan participations, structured finance investments, U.S. government and agency securities, mezzanine and preferred securities
and convertible securities, and in common stocks, limited liability company interests, trust certificates and other equity investments
(&#8220;Common Equity Securities&#8221;) that the Fund&#8217;s sub-adviser believes offer attractive yield and/or capital appreciation
potential, including employing a strategy of writing (selling) covered call and put options on such equities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund has entered into a Controlled Equity Offering<SUP>SM</SUP>&nbsp;Sales Agreement, dated July 1, 2019, as amended by First Amendment
to Controlled Equity Offering<SUP>SM</SUP>&nbsp;Sales Agreement, dated February 1, 2021 and Second Amendment to Controlled Equity Offering<SUP>SM</SUP>&nbsp;Sales
Agreement, dated September 16, 2021 (as amended, the &#8220;Sales Agreement&#8221;), among the Fund, the Fund&#8217;s investment adviser,
Guggenheim Funds Investment Advisors, LLC (the &#8220;Investment Adviser&#8221;), and Cantor Fitzgerald &amp; Co. (&#8220;Cantor Fitzgerald&#8221;)
relating to the Fund&#8217;s common shares of beneficial interest, par value $0.01 per share (the &#8220;Common Shares&#8221;), offered
by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the Sales Agreement, the Fund may offer
and sell Common Shares having an aggregate initial offering price of up to $374,537,331, from time to time, through Cantor Fitzgerald as agent
for the Fund for the offer and sale of Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cantor
Fitzgerald will be entitled to compensation of up to 2.00% of the gross proceeds of the sale of any Common Shares under the Sales Agreement,
with the exact amount of such compensation to be mutually agreed upon by the Fund and Cantor Fitzgerald from time to time. In connection
with the sale of the Common Shares on behalf of the Fund, Cantor Fitzgerald may be deemed to be an &#8220;underwriter&#8221; within the
meaning of the Securities Act of 1933, as amended (the &#8220;1933 Act&#8221;) and the compensation of Cantor Fitzgerald may be deemed
to be underwriting commissions or discounts.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales
of Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or by
any method permitted by law deemed to be an &#8220;at the market offering&#8221; as defined in Rule 415(a)(4) under the 1933 Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund&#8217;s currently outstanding Common Shares are, and the Common Shares offered by this Prospectus Supplement and the accompanying
Prospectus will be, listed on the New York Stock Exchange (&#8220;NYSE&#8221;) under the symbol &#8220;GOF.&#8221; As of September 7,
2021, the net asset value per share of the Fund&#8217;s Common Shares was $17.10 and the last reported sale price for the Fund&#8217;s
Common Shares on the NYSE was $21.34 per share, representing a</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white">premium to net asset value of 24.80%. To
the extent that the market price per Common Share, less any distributing commission or discount, is less than the then current net asset
value per Common Share on any given day, the Fund will instruct Cantor Fitzgerald not to make any sales on such day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-indent: 20pt; background-color: white">&nbsp;&nbsp;&nbsp;This Prospectus Supplement,
together with the accompanying Prospectus, dated September 20, 2021, sets forth concisely the information that you should know before
investing in the Fund&#8217;s Common Shares. You should read this Prospectus Supplement and the accompanying Prospectus, which contain
important information about the Fund, before deciding whether to invest, and you should retain them for future reference. A Statement
of Additional Information, dated&nbsp;September 20, 2021, (the &#8220;SAI&#8221;), as supplemented from time to time, containing additional
information about the Fund, has been filed with the Securities and Exchange Commission (&#8220;SEC&#8221;) and is incorporated by reference
in its entirety into this Prospectus Supplement and the accompanying Prospectus. This Prospectus Supplement, the accompanying Prospectus
and the SAI are part of a &#8220;shelf&#8221; registration statement filed with the SEC. This Prospectus Supplement describes the specific
details regarding this offering, including the method of distribution. If information in this Prospectus Supplement is inconsistent with
the accompanying Prospectus or the SAI, you should rely on this Prospectus Supplement. You may request a free copy of the SAI or request
other information about the Fund (including the Fund&#8217;s annual and semi-annual reports) or make shareholder inquiries by calling
(800) 345-7999 or by writing the Fund, or you may obtain a copy (and other information regarding the Fund) from the SEC&#8217;s web site
(http://www.sec.gov). Free copies of the Fund&#8217;s reports and the SAI also are available from the Fund&#8217;s website at www.guggenheiminvestments.com/gof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund&#8217;s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured
depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
government agency.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capitalized
terms used herein that are not otherwise defined shall have the meanings assigned to them in the accompanying Prospectus.</P>

<HR SIZE="2" NOSHADE ALIGN="CENTER" STYLE="width: 104px; width: 77.85pt; color: black">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing
in the Fund&#8217;s Common Shares involves certain risks. See &#8220;Risks&#8221; beginning on page 71 of the accompanying Prospectus.
You should consider carefully these risks together with all of the other information contained in this Prospectus Supplement and the accompanying
Prospectus before making a decision to purchase Common Shares.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-indent: 20pt; background-color: white">&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<HR SIZE="2" NOSHADE ALIGN="CENTER" STYLE="width: 104px; width: 77.85pt; color: black">

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt"></FONT></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center; background-color: white">&nbsp;<IMG SRC="cantorsmall1.jpg" ALT=""></P>

<HR SIZE="2" NOSHADE ALIGN="CENTER" STYLE="width: 104px; width: 77.85pt; color: black">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white">This Prospectus Supplement
is dated September 20, 2021.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white">*&nbsp;&nbsp;&nbsp; *&nbsp;&nbsp;&nbsp;
*</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white; text-indent: 0.25in"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>CAUTIONARY NOTICE REGARDING
FORWARD-LOOKING STATEMENTS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-indent: 0.25in; background-color: white">This Prospectus Supplement,
the accompanying Prospectus and the Fund&#8217;s Statement of Additional Information, including documents incorporated by reference, contain
&#8220;forward-looking statements.&#8221; Forward-looking statements can be identified by the words &#8220;may,&#8221; &#8220;will,&#8221;
&#8220;intend,&#8221; &#8220;expect,&#8221; &#8220;estimate,&#8221; &#8220;continue,&#8221; &#8220;plan,&#8221; &#8220;anticipate,&#8221;
and similar terms and the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and
actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially
affect the Fund&#8217;s actual results are the performance of the portfolio of securities held by the Fund, the conditions in the U.S.
and international financial and other markets, the</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white">price at which the Fund&#8217;s Common
Shares will trade in the public markets and other factors discussed in the Fund&#8217;s periodic filings with the SEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-indent: 0.25in; background-color: white">Although the Fund
believes that the expectations expressed in any forward-looking statements are reasonable, actual results could differ materially from
those expressed or implied in any forward-looking statements. The Fund&#8217;s future financial condition and results of operations, as
well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed
in the &#8220;Principal Risks of the Fund&#8221; section of the accompanying Prospectus. You are cautioned not to place undue reliance
on these forward-looking statements. All forward-looking statements contained or incorporated by reference in this Prospectus Supplement
or the accompanying Prospectus are made as of the date of this Prospectus Supplement or the accompanying Prospectus, as the case may be.
Except for the Fund&#8217;s ongoing obligations under the federal securities laws, the Fund does not intend, and the Fund undertakes no
obligation, to update any forward-looking statement. The forward-looking statements contained in this Prospectus Supplement, the accompanying
Prospectus and the Fund&#8217;s Statement of Additional Information are excluded from the safe harbor protection provided by section 27A
of the 1933 Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-indent: 0.25in; background-color: white">Currently known risk
factors that could cause actual results to differ materially from the Fund&#8217;s expectations include, but are not limited to, the factors
described in the &#8220;Principal Risks of the Fund&#8221; section of the accompanying Prospectus. The Fund urges you to review carefully
those sections for a more detailed discussion of the risks of an investment in our securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-indent: 0.25in; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>TABLE OF CONTENTS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 8pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="width: 50%; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">PROSPECTUS SUPPLEMENT SUMMARY</FONT></TD>
    <TD STYLE="width: 50%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: right"><FONT STYLE="font-size: 10pt">1</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">SUMMARY OF FUND EXPENSES</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: right"><FONT STYLE="font-size: 10pt">2</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">CAPITALIZATION</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: right"><FONT STYLE="font-size: 10pt">4</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">USE OF PROCEEDS</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: right"><FONT STYLE="font-size: 10pt">5</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">PLAN OF DISTRIBUTION</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: right"><FONT STYLE="font-size: 10pt">5</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">LEGAL MATTERS</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: right"><FONT STYLE="font-size: 10pt">6</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-size: 10pt">ADDITIONAL INFORMATION</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: right"><FONT STYLE="font-size: 10pt">6</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus
in making your investment decisions. The Fund has not and Cantor Fitzgerald has not authorized any other person to provide you with different
or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund and
Cantor Fitzgerald take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. This Prospectus Supplement and the accompanying Prospectus do not constitute an offer to sell or solicitation of an offer
to buy any securities in any jurisdiction where the offer or sale is not permitted. The information appearing in this Prospectus Supplement
and in the accompanying Prospectus is accurate only as of the respective dates on their front covers. The Fund&#8217;s business, financial
condition and prospects may have changed since such dates. The Fund will advise investors of any material changes to the extent required
by applicable law.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.0in; background-color: white"><B>PROSPECTUS
SUPPLEMENT SUMMARY</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>This
is only a summary of information contained elsewhere in this Prospectus Supplement and the accompanying Prospectus. This summary does
not contain all of the information that you should consider before investing in the Fund&#8217;s Common Shares. You should carefully read
the more detailed information contained in this Prospectus Supplement and the accompanying Prospectus, dated September 20, 2021, especially
the information set forth under the headings &#8220;Investment Objective and Policies&#8221; and &#8220;Risks&#8221; prior to making an
investment in the Fund.&nbsp;You may also wish to request a copy of the Fund&#8217;s Statement of Additional Information, dated September
20, 2021 (the &#8220;SAI&#8221;), which contains additional information about the Fund&nbsp;and is incorporated by reference in its entirety
into this Prospectus Supplement and the accompanying Prospectus. Capitalized terms used herein that are not otherwise defined shall have
the meanings assigned to them in the accompanying Prospectus.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>The Fund</B></FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Guggenheim Strategic Opportunities Fund (the &#8220;Fund&#8221;) is a diversified, closed-end management investment company that commenced operations on July 26, 2007. The Fund&#8217;s objective is to maximize total return through a combination of current income and capital appreciation. The Fund pursues a relative value-based investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between securities that deviate from their perceived fair value and/or historical norms.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund&#8217;s common shares of beneficial interest, par value $0.01 per share, are called &#8220;Common Shares&#8221; and the holders of Common Shares are called &#8220;Common Shareholders&#8221; throughout this Prospectus Supplement and the accompanying Prospectus.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Management of the Fund</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Guggenheim Funds Investment Advisors, LLC (the &#8220;Investment Adviser&#8221;) serves as the Fund&#8217;s investment adviser and is responsible for the management of the Fund. Guggenheim Partners Investment Management, LLC (the &#8220;Sub-Adviser&#8221;) is responsible for the management of the Fund&#8217;s portfolio of securities. Each of the Investment Adviser and the Sub-Adviser are wholly-owned subsidiaries of Guggenheim Partners, LLC (&#8220;Guggenheim Partners&#8221;). Guggenheim Partners is a diversified financial services firm with wealth management, capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family offices, endowments, foundation insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision of more than $325 billion of assets as of June 30, 2021. Guggenheim Partners is headquartered in Chicago and New York with a global network of offices throughout the United States, Europe, and Asia.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Listing and Symbol</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund&#8217;s currently outstanding Common Shares are, and the Common Shares offered <FONT STYLE="background-color: white">by this Prospectus Supplement and the accompanying Prospectus will be</FONT>, <FONT STYLE="background-color: white">subject to notice of issuance,</FONT> listed on the New York Stock Exchange (the &#8220;NYSE&#8221;) under the symbol &#8220;GOF.&#8221; <FONT STYLE="background-color: white">As of September 7, 2021, the net asset value per share of the Fund&#8217;s Common Shares was $</FONT>17.10 <FONT STYLE="background-color: white">and the last reported sale price for the Fund&#8217;s Common Shares was $</FONT>21.34<FONT STYLE="background-color: white">, representing a premium to net asset value of </FONT>24.80<FONT STYLE="background-color: white">%.</FONT></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Distributions</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt; background-color: white">The Fund has paid distributions to Common Shareholders monthly since inception. Payment of future distributions is subject to approval by the Fund&#8217;s Board of Trustees, as well as meeting the covenants of any outstanding borrowings and the asset coverage requirements of the Investment Company Act of 1940, as amended (the &#8220;1940 Act&#8221;).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>The Offering</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund has entered into a Controlled Equity Offering<SUP>SM</SUP>&nbsp;Sales Agreement, dated July 1, 2019, as amended by First Amendment to Controlled Equity Offering<SUP>SM</SUP>&nbsp;Sales Agreement, dated February 1, 2021 and Second Amendment to Controlled Equity Offering<SUP>SM</SUP>&nbsp;Sales Agreement, dated September 16, 2021 (as amended, the &#8220;Sales Agreement&#8221;), with Cantor Fitzgerald &amp; Co. (&#8220;Cantor Fitzgerald&#8221;) relating to the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the Sales Agreement, the Fund may offer and sell Common Shares having an aggregate initial offering price of up to $374,537,331, from time to time, through Cantor Fitzgerald as the Fund&#8217;s agent for the offer and sale of the Common Shares.</FONT></TD></TR>
  </TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; vertical-align: top">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 6pt"><FONT STYLE="background-color: white">Sales of Common Shares,
    if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or by any method permitted
    by law deemed to be an &#8220;at the market offering&#8221; as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended
    (the &#8220;1933 Act&#8221;). See &#8220;Plan of Distribution&#8221; in this Prospectus Supplement.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">The Common Shares may not be sold through agents,
    underwriters or dealers without delivery or deemed delivery of the Prospectus and this Prospectus Supplement describing the method and
    terms of the offering of Common Shares.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">&nbsp;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">Under the 1940 Act, the Fund may not sell Common
    Shares at a price below the then current net asset value per Common Share, after taking into account any commission or discount.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
<TD STYLE="text-align: left; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; vertical-align: top"><P STYLE="margin-top: 0; margin-bottom: 0"></P>
                                                                             <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt; background-color: white"></FONT></P>
                                                                            <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt; background-color: white"><B>Risks</B></FONT></P></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="margin-top: 0; margin-bottom: 10"><FONT STYLE="font-size: 10pt; background-color: white">See &#8220;Risks&#8221; beginning on page 71 of the accompanying Prospectus for a discussion of factors you should consider carefully before deciding to invest in the Fund&#8217;s Common Shares.&nbsp;</FONT></P>
                                                            <P STYLE="margin-top: 0; margin-bottom: 10"><FONT STYLE="font-size: 10pt; background-color: white">&nbsp;</FONT></P>


  <TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; vertical-align: top"><P STYLE="margin-top: 0; margin-bottom: 0"></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Use
of Proceeds</B></FONT></P></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt; background-color: white"></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt; background-color: white">The Fund intends to invest the net proceeds of the offering in accordance with its investment objective and policies as stated in the accompanying Prospectus. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds of the offering in accordance with its investment objective and policies within three months after receipt of such proceeds. Pending such investment, it is anticipated that the proceeds will be invested in U.S. government securities or high quality, short-term money market securities. The Fund may also use the proceeds for working capital purposes, including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to issue Common Shares primarily for this purpose.</FONT></P></TD></TR>
  </TABLE>

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0; text-align: center; background-color: white"><FONT STYLE="background-color: white"><B>SUMMARY
OF FUND EXPENSES</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 12pt">The following table contains information about the costs and
expenses that Common Shareholders will bear directly or indirectly. The table reflects the use of leverage in an amount equal to <FONT STYLE="background-color: white">29.9</FONT>%
of the Fund&#8217;s total managed assets, which reflects approximately the percentage of the Fund&#8217;s total managed assets attributable
to leverage as of May 31, 2021, and shows Fund expenses as a percentage of net assets attributable to Common Shares. The table and example
below are based on the Fund&#8217;s capital structure as of May 31, 2021. The extent of the Fund&#8217;s assets attributable to leverage
following an offering, and the Fund&#8217;s associated expenses, are likely to vary (perhaps significantly) from these assumptions. The
purpose of the table and the example below is to help you understand the fees and expenses that you, as a Common Shareholder, would bear
directly or indirectly.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 8pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Shareholder Transaction Expenses</B></FONT></TD>
    <TD COLSPAN="2" STYLE="text-align: right; padding-right: 5.75pt; padding-left: 5.75pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-indent: 9pt; width: 77%"><FONT STYLE="font-size: 10pt">Sales load (as a percentage of offering price)</FONT></TD>
    <TD STYLE="text-align: right; padding-right: 0pt; padding-left: 43pt; width: 12%"><FONT STYLE="font-size: 10pt; background-color: #CCEEFF">2.00%</FONT></TD>
    <TD STYLE="text-align: left; padding-right: 5.75pt; width: 11%"><SUP>(1)</SUP></TD></TR>
  <TR STYLE="vertical-align: top; background-color: white">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-indent: 9pt"><FONT STYLE="font-size: 10pt">Offering expenses borne by the Fund (as a percentage of offering price)</FONT></TD>
    <TD STYLE="padding-right: 0pt; padding-left: 0pt; text-align: right"><FONT STYLE="font-size: 10pt">0.60%<SUP></SUP></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 0pt; text-align: left"><SUP>(2)</SUP></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-indent: 9pt"><FONT STYLE="font-size: 10pt">Dividend Reinvestment Plan fees<SUP>(3)</SUP></FONT></TD>
    <TD STYLE="text-align: right; padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">None</FONT></TD>
    <TD STYLE="text-align: right; padding-right: 5.75pt; padding-left: 5.75pt">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 8pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 60%; padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Annual Expenses</B></FONT></TD>
    <TD STYLE="width: 40%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt"><B>Percentage
    of Average Net Assets Attributable to Common Shares (reflecting leverage)<SUP>(4)</SUP></B></FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Management fee<SUP>(5)</SUP></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">1.34%</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Interest expense<SUP>(6)</SUP></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">0.24%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Acquired fund fees and expenses<SUP>(7)</SUP></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">0.06%</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Other expenses<SUP>(8)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">0.16%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Total annual expenses<SUP>(9)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">1.80%</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">______________________</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(1)</TD><TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="background-color: white">Represents the estimated commission with respect to the Common Shares being sold in this offering.
Cantor Fitzgerald will be entitled to compensation of up to 2.00% of the gross proceeds of the sale of any Common</FONT></TD></TR></TABLE>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.4in">Shares under the Sales Agreement, with the exact amount of
such compensation to be mutually agreed upon by the Fund and Cantor Fitzgerald from time to time. The Fund has assumed that Cantor Fitzgerald
will receive a commission of 2.00% of the gross sale price of the Common Shares sold in this offering.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(2)</TD><TD>The Investment Adviser has incurred on behalf of the Fund all costs associated with the Fund&#8217;s registration statement and any
offerings pursuant to such registration statement. The Fund has agreed, in connection with offerings under this registration statement,
to reimburse the Investment Adviser for offering expenses incurred by the Investment Adviser on the Fund&#8217;s behalf in an amount up
to the lesser of the Fund&#8217;s actual offering costs or 0.60% of the total offering price of the Common Shares sold in such offerings.
Amounts in excess of 0.60% of the total offering price of shares sold pursuant to this registration statement will not be subject to recoupment
from the Fund.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(3)</TD><TD>You will pay brokerage charges if you direct the Plan Agent to sell your Common Shares held in a dividend reinvestment account. See
&#8220;Dividend Reinvestment Plan&#8221; <FONT STYLE="background-color: white">in the accompanying Prospectus.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(4)</TD><TD>Based upon average net assets applicable to Common Shares during the period
ended May 31, 2021, after giving effect to the anticipated net proceeds of the Common Shares offered by this Prospectus Supplement based
on an assumed price per share of $21.34 (the last reported sale price of the Fund&rsquo;s Common Shares on the NYSE as of September 7,
2021). The price per share of any sale of Common Shares may be greater or less than the price assumed herein, depending on the market
price of the Common Shares at the time of any sale. There is no guarantee that there will be any sales of Common Shares pursuant to this
Prospectus Supplement. The number of Common Shares actually sold pursuant to this Prospectus Supplement may be less than as assumed herein.</TD></TR></TABLE>


<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(5)</TD><TD>The Fund pays the Investment Adviser a fee, payable monthly in arrears at an annual rate equal to 1.00% of the Fund&#8217;s average
daily Managed Assets. <FONT STYLE="background-color: white">Common Shareholders bear the portion of the investment advisory fee attributable
to the assets purchased with the proceeds of&nbsp;borrowing or the issuance of commercial paper or other forms of debt (&#8220;Borrowings&#8221;)
or reverse repurchase agreements, dollar rolls or similar transactions or through a combination of the foregoing (collectively &#8220;Financial
Leverage&#8221;), which means that Common Shareholders effectively bear the entire advisory fee. The fee shown above is based upon outstanding
Financial Leverage of 29.9% of the Fund&#8217;s Managed Assets. If Financial Leverage of more than 29.9% of the Fund&#8217;s Managed Assets
is used, the management fees shown would be higher.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(6)</TD><TD><FONT STYLE="background-color: white">Includes interest payments on borrowed funds and interest expense on reverse repurchase
                                                           agreements. Interest payments on borrowed funds is based upon the Fund&#8217;s outstanding Borrowings as of May 31, 2021, which
                                                           included Borrowings under the Fund&#8217;s committed facility agreement in an amount equal to 3.1% of the Fund&#8217;s Managed
                                                           Assets, at an interest rate of 0.98% at May 31, 2021. Interest expense on reverse repurchase agreements is based on the
                                                           Fund&#8217;s outstanding reverse repurchase agreements as of May 31, 2021, in an amount equal to 26.8% of the Fund&#8217;s Managed
                                                           Assets, at a weighted average interest rate cost to the Fund of 0.50% at May 31, 2021. The actual amount of interest payments and
                                                           expenses by the Fund will vary over time in accordance with the amount of Borrowings and reverse repurchase agreements and
                                                           variations in market interest rates.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(7)</TD><TD>Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year, reflecting the fees and expenses borne
by the Fund as an investor in other investment companies during the most recently completed fiscal year and the expected investment of
the proceeds of this offering.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(8)</TD><TD>Other expenses are estimated based upon those incurred during the fiscal year ended May 31, 2021.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(9)</TD><TD><FONT STYLE="background-color: white">The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense
ratios in the Fund&#8217;s financial highlights and financial statements because the financial highlights and financial statements reflect
only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly
by the Fund through its investments in certain underlying investment companies.</FONT></TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0">Example</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><FONT STYLE="background-color: white">As required by
relevant SEC regulations, the following Example illustrates the expenses that you would pay on a $1,000 investment in Common Shares, assuming
(1) &#8220;Total annual expenses&#8221; of 1.80% of net assets attributable to Common Shares, (2) the sales load of $20 and estimated
offering expenses of $6, and (3) a 5% annual return*:</FONT></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 8pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 56%; padding-right: 5.75pt; padding-left: 5.75pt"></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt"><B>1 Year</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt"><B>3 Years</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt"><B>5 Years</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt"><B>10 Years</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Total Expenses Incurred</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">$44<B></B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">$81<B></B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">$121<B></B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><FONT STYLE="font-size: 10pt">$232<B></B></FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: top; width: 4%"><FONT STYLE="font-size: 10pt">*&nbsp; &nbsp; &nbsp;</FONT></TD>
    <TD STYLE="width: 96%"><FONT STYLE="font-size: 10pt"><B>The Example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund&#8217;s actual rate of return may be higher or lower than the hypothetical 5% return shown in the Example.&nbsp;</B>The Example assumes that all dividends and distributions are reinvested at net asset value.</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: -0.5in">&nbsp;</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="text-align: center"></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top"><TD STYLE="width: 0"></TD><TD STYLE="text-align: center; width: 0in"><FONT STYLE="background-color: white"><B>CAPITALIZATION</B></FONT></TD></TR></TABLE>


<P STYLE="text-indent: 20pt; font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white">&nbsp;In accordance
with the terms of the Sales Agreement, the Fund may offer and sell Common Shares having an aggregate initial offering price of up to
$374,537,331, from time to time, through Cantor Fitzgerald as the Fund&#8217;s agent for the offer and sale of Common Shares. The price per share
of any Common Share sold hereunder may be greater or less than the price of $21.34 (the last reported sale price for the Fund&#8217;s
Common Shares on the NYSE as of September 7, 2021) assumed herein, depending on the market price of the Common Shares at the time of
such sale. Furthermore, there is no guarantee that the Fund will sell all of the Common Shares available for sale hereunder or that there
will be any sales of Common Shares hereunder. To the extent that the market price per Common Share, less any distributing commission
or discount, is less than the then current net asset value per Common Share on any given day, the Fund will instruct Cantor Fitzgerald
not to make any sales on such day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white">The following table sets forth the
Fund&#8217;s capitalization at May 31, 2021:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: top; width: 4%; text-align: right"><FONT STYLE="font-size: 10pt">(i)&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD STYLE="width: 96%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">on an actual basis;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;&nbsp;&nbsp;</P></TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; text-align: right"><FONT STYLE="font-size: 10pt">(ii)&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">on an as adjusted basis, as of September 7, 2021, to reflect the issuance
    of an aggregate of 180,502 Common Shares pursuant to the Fund&#8217;s Automatic Dividend Reinvestment Plan, and the application of the
    net proceeds from such issuances of Common Shares; and the issuance and sale of 2,535,638 Common Shares issued and sold after May 31,
    2021, but prior to the date of this Prospectus Supplement (less the commission paid and offering expenses payable by the Fund in connection
    with the issuance and sale of such Common Shares);&nbsp;and a
    decrease in Borrowings of $78,114,043; and</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;&nbsp;&nbsp;</P></TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; text-align: right"><FONT STYLE="font-size: 10pt">(iii)&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">on an as further adjusted basis to reflect the assumed sale of 17,550,953 Common Shares at a price
    of $21.34 per share (the last reported sale price for the Fund&#8217;s Common Shares on the NYSE as of September 7, 2021), in an
    offering under this Prospectus Supplement and the accompanying Prospectus less the assumed commission of $7,490,747 (representing
    an estimated commission paid to Cantor Fitzgerald of 2.00% of the gross proceeds of the sale of Common Shares effected by Cantor
    Fitzgerald in this offering) and estimated offering expenses payable by the Fund of $2,247,224.</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 52%">&nbsp;</TD>
    <TD STYLE="width: 16%; text-align: right"><FONT STYLE="font-size: 10pt"><B>Actual</B>&nbsp;</FONT></TD>
    <TD STYLE="width: 16%; text-align: right"><FONT STYLE="font-size: 10pt"><B>As Adjusted</B>&nbsp;</FONT></TD>
    <TD STYLE="width: 16%; text-align: right"><FONT STYLE="font-size: 10pt"><B>As Further Adjusted</B>&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: right"><FONT STYLE="font-size: 10pt"><B>(audited)&nbsp;</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: right"><FONT STYLE="font-size: 10pt"><B>(unaudited)</B>&nbsp;</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: right"><FONT STYLE="font-size: 10pt"><B>(unaudited)</B>&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD><FONT STYLE="font-size: 10pt"><B>Short-Term Debt:</B></FONT></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: White">
    <TD><FONT STYLE="font-size: 10pt">Reverse Repurchase Agreements&nbsp;and Borrowings</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">$373,828,201</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">$295,714,158</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">$295,714,158</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD><FONT STYLE="font-size: 10pt"><B>Common Shareholder&#8217;s Equity:</B>&nbsp;</FONT></TD>
    <TD STYLE="text-align: right">&nbsp;</TD>
    <TD STYLE="text-align: right">&nbsp;</TD>
    <TD STYLE="text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: White">
    <TD><FONT STYLE="font-size: 10pt">Common shares of beneficial interest, par value $0.01 per share; unlimited shares
    authorized,&nbsp;51,503,912 shares&nbsp;issued and outstanding (actual), 54,220,052 shares&nbsp;issued and outstanding (as
    adjusted), and  71,771,005 shares issued and outstanding (as further adjusted)&nbsp;</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">515,039</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">542,201</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">717,710</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD><FONT STYLE="font-size: 10pt">Additional paid-in capital&nbsp;</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">865,527,739&nbsp;</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">923,630,891</FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">1,288,254,742</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: White">
    <TD><FONT STYLE="font-size: 10pt">Total distributable earnings (loss)&nbsp;</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: right"><FONT STYLE="font-size: 10pt">11,998,636&nbsp;</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: right"><FONT STYLE="font-size: 10pt">11,998,636&nbsp;</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: right"><FONT STYLE="font-size: 10pt">11,998,636</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD><FONT STYLE="font-size: 10pt">Net assets&nbsp;</FONT></TD>
    <TD STYLE="border-bottom: black 2.25pt double; text-align: right"><FONT STYLE="font-size: 10pt">$878,041,414&nbsp;</FONT></TD>
    <TD STYLE="border-bottom: black 2.25pt double; text-align: right"><FONT STYLE="font-size: 10pt">$936,171,728</FONT></TD>
    <TD STYLE="border-bottom: black 2.25pt double; text-align: right"><FONT STYLE="font-size: 10pt">$1,300,971,088</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0; margin-bottom: 0; background-color: white"><B>USE OF PROCEEDS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales
of Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or
by any method permitted by law deemed to be an &#8220;at the market offering&#8221; as defined in Rule 415(a)(4) under the 1933 Act.
Assuming the sale of $374,537,331 of Common Shares under this Prospectus Supplement and the accompanying Prospectus, the net
proceeds to the Fund from this offering will be approximately $364,799,360, after deducting the estimated commission and estimated
offering expenses. There is no guarantee that</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white">there will be any sales of Common Shares
pursuant to the Prospectus Supplement. The price per share of any Common Share sold hereunder may be greater or less than the price assumed
herein, depending on the market price of the Common Shares at the time of such sale. Furthermore, there is no guarantee that the Fund
will sell all of the Common Shares available for sale hereunder or that there will be any sales of Common Shares hereunder. To the extent
that the market price per Common Share, less any distributing commission or discount, is less than the then current net asset value per
Common Share on any given day, the Fund will instruct Cantor Fitzgerald not to make any sales on such day. As a result, the actual net
proceeds received by the Fund may be less than the amount of net proceeds estimated in this paragraph.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund intends to invest the net proceeds of the offering in accordance with its investment objective and policies as stated in the accompanying
Prospectus. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds of the offering in
accordance with its investment objective and policies within three months after receipt of such proceeds. Pending such investment, it
is anticipated that the proceeds will be invested in U.S. government securities or high quality, short-term money market securities.
The Fund may also use the proceeds for working capital purposes, including the payment of distributions, interest and operating expenses,
although the Fund currently has no intent to issue Common Shares primarily for these purposes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0; background-color: white; text-indent: 0in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0pt; margin-bottom: 0; background-color: white"><B>PLAN OF DISTRIBUTION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the Sales Agreement among the Fund, the Investment Adviser and Cantor Fitzgerald, upon written instructions from the Fund, Cantor Fitzgerald
will use its commercially reasonable efforts consistent with its sales and trading practices, to solicit offers to purchase the Common
Shares under the terms and subject to the conditions set forth in the Sales Agreement. Cantor Fitzgerald&#8217;s solicitation will continue
until the Fund instructs Cantor Fitzgerald to suspend the solicitations and offers. The Fund will instruct Cantor Fitzgerald as to the
amount of Common Shares to be sold by Cantor Fitzgerald. The Fund may instruct Cantor Fitzgerald not to sell Common Shares if the sales
cannot be effected at or above the price designated by the Fund in any instruction. The Fund or Cantor Fitzgerald may suspend the offering
of Common Shares upon proper notice and subject to other conditions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cantor
Fitzgerald will provide written confirmation to the Fund not later than the opening of the trading day on the NYSE following any trading
day on which Common Shares are sold under the Sales Agreement. Each confirmation will include the number of Common Shares sold on the
preceding day, the net proceeds to the Fund and the compensation payable by the Fund to Cantor Fitzgerald in connection with the sales.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Fund will pay Cantor Fitzgerald commissions for its services in acting as agent for the sale of Common Shares. Cantor Fitzgerald will
be entitled to compensation of up to 2.00% of the gross proceeds of the sale of any Common Shares under the Sales Agreement, with the
exact amount of such compensation to be mutually agreed upon by the Fund and Cantor Fitzgerald from time to time. There is no guarantee
that there will be any sales of Common Shares pursuant to this Prospectus Supplement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Settlement
for sales of Common Shares will occur on the second trading day following the date on which such sales are made, or on some other date
that is agreed upon by the Fund and Cantor Fitzgerald in connection with a particular transaction, in return for payment of the net proceeds
to the Fund. There is no arrangement for funds to be deposited in escrow, trust or similar arrangement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the sale of Common Shares on behalf of the Fund, Cantor Fitzgerald may be deemed to be an &#8220;underwriter&#8221; within
the meaning of the 1933 Act, and the compensation paid to Cantor Fitzgerald may be deemed to be underwriting commissions or discounts.
The Fund and the Investment Adviser have agreed to provide indemnification and contribution to Cantor Fitzgerald against certain civil
liabilities, including liabilities under the 1933 Act. The Fund and the Investment Adviser have also agreed to reimburse Cantor Fitzgerald
for other specified expenses.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
offering of Common Shares pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all Common Shares subject
to the Sales Agreement or (2) the termination of the Sales Agreement. The Sales Agreement may be terminated by the Fund in its sole discretion
at any time by giving 10 days&#8217; notice to Cantor Fitzgerald. The Sales Agreement may be terminated by the Investment Adviser in its
sole discretion in the event the Investment Adviser ceases to act as investment adviser to the Fund. In addition, Cantor Fitzgerald may
terminate the</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white">Sales Agreement under the circumstances
specified in the Sales Agreement and in its sole discretion at any time following a period of 30 days from the date of the Sales Agreement
by giving 10 days&#8217; notice to the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the 1940 Act, the Fund may not sell Common Shares at a price below the then current net asset value per Common Share, after taking into
account any commission or discount. To the extent that the market price per share of the Fund&#8217;s Common Shares is less than the then
current net asset value per Common Share, after taking into account any commission or discount, on any given day, the Fund will instruct
Cantor Fitzgerald not to make any sales on such day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
accordance with the terms of the Sales Agreement, the Fund may offer and sell Common Shares having an aggregate initial offering price
of up to $374,537,331, from time to time, through Cantor Fitzgerald as agent for the Fund for the offer and sale of Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-indent: 20pt; background-color: white">&nbsp;&nbsp;&nbsp;&nbsp;The principal business
address of Cantor Fitzgerald is 499 Park Avenue, New York, New York 10022.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0; text-align: center; text-indent: 0in; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0; text-align: center; text-indent: 0in; background-color: white"><B>LEGAL
MATTERS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain
legal matters will be passed on by Dechert LLP, Washington, D.C., as counsel to the Fund in connection with the offering of Common Shares.
Certain legal matters will be passed on by Hunton Andrews Kurth LLP, New York, New York and Houston, Texas, as special counsel to Cantor
Fitzgerald in connection with the offering of Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-align: center; text-indent: 0.0in; background-color: white"><FONT STYLE="text-transform: uppercase"><B>Incorporation
by Reference</B></FONT></P>

<P STYLE="text-indent: 20pt; font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Prospectus Supplement is part of a
registration statement filed with the SEC. Pursuant to the final rule and form amendments adopted by the SEC on April 8, 2020 to implement
certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the Fund is permitted to &#8220;incorporate
by reference&#8221; the information filed with the SEC, which means that the Fund can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and later information
that the Fund files with the SEC will automatically update and supersede this information.</P>

<P STYLE="text-indent: 20pt; font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents listed below, and any reports
and other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the termination of this offering will be incorporated by reference into this Prospectus Supplement and deemed
to be part of this Prospectus Supplement from the date of the filing of such reports and documents:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 10pt; margin-bottom: 0; background-color: white"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>the Fund&#8217;s Statement of Additional Information, dated September 20, 2021, filed with the accompanying Prospectus;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 10pt; margin-bottom: 0; background-color: white"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>the Fund&#8217;s Annual Report on Form N-CSR, filed on August 6, 2021;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 10pt; margin-bottom: 0; background-color: white"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>the Fund&#8217;s description of Common Shares on Form 8-A, filed on June 27, 2007.</TD></TR></TABLE>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; text-align: center; text-indent: 0.0in; background-color: white"><B>ADDITIONAL
INFORMATION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 0; background-color: white; text-indent: 0.25in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Prospectus Supplement and the accompanying Prospectus constitute part of a Registration Statement filed by the Fund with the SEC under
the Securities Act and the 1940 Act. This Prospectus Supplement and the accompanying Prospectus omit certain of the information contained
in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further information
with respect to the Fund and the Common Shares offered hereby. Any statements contained herein concerning the provisions of any document
are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. The complete Registration
Statement may be obtained from the SEC upon payment of the fee prescribed by its rules and regulations or free of charge through the SEC&#8217;s
web site (http://www.sec.gov).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 10pt; margin-bottom: 0; background-color: white">6</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 10pt; margin-bottom: 0; background-color: white"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 10pt; margin-bottom: 0; background-color: white"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>PROSPECTUS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;<B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><IMG SRC="image_002.jpg" ALT=""></P>

<P STYLE="font: 14pt Times New Roman, Times, Serif; margin: 6pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 14pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: center"><B>Guggenheim Strategic Opportunities Fund</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: center"><B>$700,000,000</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: center"><B>Common Shares<BR>
________________</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Investment Objective and Philosophy. </I>Guggenheim
Strategic Opportunities Fund (the &ldquo;Fund&rdquo;) is a diversified, closed-end management investment company. The Fund&rsquo;s investment
objective is to maximize total return through a combination of current income and capital appreciation. The Fund will pursue a relative
value-based investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between
securities that deviate from their perceived fair value and/or historical norms. The Fund&rsquo;s sub-adviser seeks to combine a credit-managed
fixed-income portfolio with access to a diversified pool of alternative investments and equity strategies. The Fund&rsquo;s investment
philosophy is predicated upon the belief that thorough research and independent thought are rewarded with performance that has the potential
to outperform benchmark indexes with both lower volatility and lower correlation of returns as compared to such benchmark indexes. The
Fund cannot ensure investors that it will achieve its investment objective.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Investment Portfolio. </I>The Fund will seek
to achieve its investment objective by investing in a wide range of fixed-income and other debt and senior equity securities (&ldquo;Income
Securities&rdquo;) selected from a variety of sectors and credit qualities, including, but not limited to, corporate bonds, loans and
loan participations, structured finance investments, U.S. government and agency securities, mezzanine and preferred securities and convertible
securities, and in common stocks, limited liability company interests, trust certificates and other equity investments (&ldquo;Common
Equity Securities&rdquo;) that the Fund&rsquo;s sub-adviser believes offer attractive yield and/or capital appreciation potential, including
employing a strategy of writing (selling) covered call and put options on such equities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Offering. </I>The Fund may offer, from time
to time, up to $700,000,000 aggregate initial offering price of common shares of beneficial interest, par value $0.01 per share (&ldquo;Common
Shares&rdquo;), in one or more offerings in amounts, at prices and on terms set forth in one or more supplements to this Prospectus (each
a &ldquo;Prospectus Supplement&rdquo;). You should read this Prospectus and any related Prospectus Supplement carefully before you decide
to invest in the Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may offer Common Shares (1) directly
to one or more purchasers, (2) through agents that the Fund may designate from time to time or (3) to or through underwriters or dealers.
The Prospectus Supplement relating to a particular offering of Common Shares will identify any agents or underwriters involved in the
sale of Common Shares, and will set forth any applicable purchase price, fee, commission or discount arrangement between the Fund and
agents or underwriters or among underwriters or the basis upon which such amount may be calculated. The Fund may not sell Common Shares
through agents, underwriters or dealers without delivery of this Prospectus and a Prospectus Supplement. See &ldquo;Plan of Distribution.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">________________</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><B>Investing in the Fund&rsquo;s Common Shares
involves certain risks. See &ldquo;Risks&rdquo; on page 67 of this Prospectus.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><B>Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">________________</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">Prospectus dated September 20, 2021</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Investment Adviser and Sub-Adviser. </I>Guggenheim
Funds Investment Advisors, LLC (the &ldquo;Investment Adviser&rdquo;) serves as the Fund&rsquo;s investment adviser and is responsible
for the management of the Fund. Guggenheim Partners Investment Management, LLC (the &ldquo;Sub-Adviser&rdquo;) will be responsible for
the management of the Fund&rsquo;s portfolio of securities. Each of the Investment Adviser and the Sub-Adviser is a wholly-owned subsidiary
of Guggenheim Partners, LLC (&ldquo;Guggenheim Partners&rdquo;). Guggenheim Partners is a diversified financial services firm with wealth
management, capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family
offices, endowments, foundation insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision
of more than $325 billion of assets as of June 30, 2021. Guggenheim Partners is headquartered in Chicago and New York with a global network
of offices throughout the United States, Europe, and Asia. The Investment Adviser and the Sub-Adviser are referred to herein collectively
as the &ldquo;Adviser.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Investment Parameters. </I>The Fund may allocate
its assets among a wide variety of Income Securities and Common Equity Securities. The Fund may invest without limitation in below-investment
grade securities (e.g., securities rated below Baa3 by Moody&rsquo;s Investors Service, Inc., below BBB- by Standard &amp; Poor&rsquo;s
Ratings Group or Fitch Ratings or comparably rated by another nationally recognized statistical rating organization or, if unrated, determined
by the Sub-Adviser to be of comparable quality). Below investment grade securities are commonly referred to as &ldquo;high-yield&rdquo;
or &ldquo;junk&rdquo; bonds and are considered speculative with respect to the issuer&rsquo;s capacity to pay interest and repay principal.
The Fund&rsquo;s investments in any of the sectors and types of Income Securities in which the Fund may invest may include, without limitation,
below-investment grade securities. Under normal market conditions, the Fund will not invest more than: 50% of its total assets in Common
Equity Securities consisting of common stock; 30% of its total assets in other investment companies, including registered investment companies,
private investment funds and/or other pooled investment vehicles; 20% of its total assets in non-U.S. dollar-denominated Income Securities;
and 10% of its total assets in Income Securities of issuers in emerging markets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Common Shares. </I>The Fund&rsquo;s currently
outstanding Common Shares are, and the Common Shares offered in this Prospectus will be, listed on the New York Stock Exchange (the &ldquo;NYSE&rdquo;)
under the symbol &ldquo;GOF.&rdquo; The net asset value of the Common Shares at the close of business on September 7, 2021 was $17.10
per share and the last sale price of the Common Shares on the NYSE on such date was $21.34, representing a premium to net asset value
of 24.80%. See &ldquo;Market and Net Asset Value Information.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Financial Leverage. </I>The Fund may
seek to enhance the level of its current distributions by utilizing financial leverage through the issuance of preferred shares
(&ldquo;Preferred Shares&rdquo;), through borrowing or the issuance of commercial paper or other forms of debt
(&ldquo;Borrowings&rdquo;), through reverse repurchase agreements, dollar rolls or similar transactions or through a combination of
the foregoing (&ldquo;leveraged transactions&rdquo; and collectively &ldquo;Financial Leverage&rdquo;). The Fund may utilize
Financial Leverage up to the limits imposed by the Investment Company Act of 1940, as amended; however, the aggregate amount of
Financial Leverage is not currently expected to exceed 33<FONT STYLE="font-size: 10pt">1</FONT>/<FONT STYLE="font-size: 10pt">3</FONT>%
of the Fund&rsquo;s Managed Assets (as defined herein) after such issuance and/or borrowing. As of May 31, 2021, outstanding
Borrowings under the Fund&rsquo;s committed facility agreement were $38.5 million, which represented approximately 3.1% of the
Fund&rsquo;s Managed Assets as of such date. In addition, as of May 31, 2021, the Fund had reverse repurchase agreements outstanding
representing Financial Leverage equal to approximately 26.8% of the Fund&rsquo;s Managed Assets. As of May 31, 2021, the
Fund&rsquo;s total Financial Leverage represented approximately 29.9% of the Fund&rsquo;s Managed Assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s total Financial Leverage may
vary significantly over time based on the Sub-Adviser&rsquo;s assessment of market and economic conditions, available investment opportunities
and cost of Financial Leverage. The Fund has at times used significantly greater levels of Financial Leverage than on May 31, 2021, including
at times using Financial Leverage to the maximum extent permitted under the 1940 Act and the parameters set forth herein. The Fund may
in the future increase Financial Leverage up to the parameters set forth herein. The Fund maintains a committed facility agreement with
BNP Paribas Prime Brokerage International, Ltd. pursuant to which the Fund may borrow up to $80 million (this amount will increase to the greater of $750 million or 50%
of the Net Asset Value of the Fund at the closing of the mergers of Guggenheim Enhanced Equity Income Fund and Guggenheim Credit Allocation
Fund into the Fund). On May
31, 2021, the Fund had $38.5 million in outstanding Borrowings under the Fund&rsquo;s committed facility agreement. Although the use of
Financial Leverage by the Fund may create an opportunity for increased total return for the Common Shares, it also results in additional
risks and can magnify the effect of any losses. Financial Leverage involves risks and special considerations for shareholders, including
the likelihood of greater volatility of net asset value and market price of and dividends on the Common Shares. To the extent the Fund
increases its amount of Financial Leverage</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">outstanding, it will be more exposed to these risks. The cost of
Financial Leverage, including the portion of the investment advisory fee attributable to the assets purchased with the proceeds of Financial
Leverage, is borne by Common Shareholders. To the extent the Fund increases its amount of Financial Leverage outstanding, the Fund&rsquo;s
annual expenses as a percentage of net assets attributable to Common Shares will increase. See &ldquo;Use of Financial Leverage.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">You should read this Prospectus, which contains
important information about the Fund, together with any Prospectus Supplement, before deciding whether to invest, and retain it for future
reference. A Statement of Additional Information (File No. 811-21982), dated September 20, 2021, containing additional information
about the Fund, has been filed with the Securities and Exchange Commission (the &ldquo;SEC&rdquo;) and is incorporated by reference in
its entirety into this Prospectus. The SEC maintains an internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC (http://www.sec.gov). You may request a free copy of the Statement
of Additional Information by calling (800) 345-7999 or by writing to the Investment Adviser at Guggenheim Funds Investment Advisors,
LLC, 227 West Monroe Street, Chicago, Illinois 60606, or you may obtain a copy (and other information regarding the Fund) from the SEC&rsquo;s
web site (http://www.sec.gov). Free copies of the Fund&rsquo;s reports and its Statement of Additional Information will also be available
from the Fund&rsquo;s web site at www.guggenheiminvestments.com/gof. The information contained in, or that can be accessed through, the
Fund&rsquo;s website is not part of this Prospectus.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s Common Shares do not represent
a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Investors could lose money
by investing in the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0in"><B>You should rely only on the information contained
or incorporated by reference in this Prospectus and any accompanying Prospectus Supplement. The Fund has not authorized anyone to provide
you with different information. The Fund is not making an offer of these securities in any state where the offer is not permitted.</B></P>

<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 0; text-align: center">________________</P>

<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>Table
of Contents</B></FONT></P>

<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 12pt 0; text-align: right"><B>Page</B></P>



<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%">
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="width: 90%; text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Prospectus Summary</TD>
    <TD STYLE="width: 10%; text-align: right; padding-top: 0in; padding-bottom: 0pt">1</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Summary of Fund Expenses</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">47</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Financial Highlights</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">49</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Senior Securities and Other Financial Leverage</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">51</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">The Fund</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">52</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Use of Proceeds</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">52</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Market and Net Asset Value Information</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">52</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Investment Objective and Policies</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">53</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">The Fund&rsquo;s Investments</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">55</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Use of Financial Leverage</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">67</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Risks</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">71</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Management of the Fund</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">106</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Net Asset Value</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">109</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Distributions</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">111</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Dividend Reinvestment Plan</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">112</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Description of Capital Structure</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">113</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Anti-Takeover and Other Provisions in the Fund&rsquo;s Governing Documents</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">114</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Closed-End Fund Structure</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">115</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Repurchase of Common Shares; Conversion to Open-End Fund</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">116</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">U.S. Federal Income Tax Considerations</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">116</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Plan of Distribution</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">120</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Custodian, Administrator, Transfer Agent and Dividend Disbursing Agent</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">122</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Legal Matters</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">122</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Independent Registered Public Accounting Firm</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">122</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Additional Information</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">122</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Privacy Principles of the Fund</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">122</TD></TR>
  <TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Incorporation By Reference</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">123</TD></TR>
<TR STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; vertical-align: bottom">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Supplemental Summary of Fund Expenses</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">123</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">________________</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: center"><FONT STYLE="text-transform: uppercase"><B>Forward-Looking
Statements</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">This Prospectus contains or incorporates by reference
forward-looking statements, within the meaning of the federal securities laws, that involve risks and uncertainties. These statements
describe the Fund&rsquo;s plans, strategies, and goals and the Fund&rsquo;s beliefs and assumptions concerning future economic and other
conditions and the outlook for the Fund, based on currently available information. In this Prospectus, words such as &ldquo;anticipates,&rdquo;
&ldquo;believes,&rdquo; &ldquo;expects,&rdquo; &ldquo;objectives,&rdquo; &ldquo;goals,&rdquo; &ldquo;future,&rdquo; &ldquo;intends,&rdquo;
&ldquo;seeks,&rdquo; &ldquo;will,&rdquo; &ldquo;may,&rdquo; &ldquo;could,&rdquo; &ldquo;should,&rdquo; and similar expressions are used
in an effort to identify forward-looking statements, although some forward-looking statements may be expressed differently. The Fund is
not entitled to the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act of 1933, as amended.</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Prospectus Summary</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>This is only a summary of information
contained elsewhere in this Prospectus. This summary does not contain all of the information that you should consider before investing
in the Common Shares. You should carefully read the more detailed information contained elsewhere in this Prospectus and
any related Prospectus Supplement prior to making an investment in the Fund, especially the information set forth under the headings
&ldquo;Investment Objective and Policies&rdquo; and &ldquo;Risks.&rdquo; You may also wish to request a copy of the Fund&rsquo;s Statement
of Additional Information, dated September 20, 2021 (the &ldquo;SAI&rdquo;), which contains additional information about the Fund.</I></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>The Fund</B></FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Guggenheim
    Strategic Opportunities Fund (the &ldquo;Fund&rdquo;) is a diversified, closed-end management investment company that commenced operations
    on July 26, 2007. The Fund&rsquo;s objective is to maximize total return through a combination of current income and capital appreciation.
    The Fund pursues a relative value-based investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify
    securities or spreads between securities that deviate from their perceived fair value and/or historical norms.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund&rsquo;s common
    shares of beneficial interest, par value $0.01 per share, are called &ldquo;Common Shares&rdquo; and the holders of Common Shares
    are called &ldquo;Common Shareholders&rdquo; <FONT STYLE="background-color: white">throughout this Prospectus Supplement and the
    accompanying Prospectus.</FONT></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Management of the Fund</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Guggenheim Funds Investment
    Advisors, LLC (the &ldquo;Investment Adviser&rdquo;) serves as the Fund&rsquo;s investment adviser and is responsible for the management
    of the Fund. Guggenheim Partners Investment Management, LLC (the &ldquo;Sub-Adviser&rdquo;) is responsible for the management of
    the Fund&rsquo;s portfolio of securities. Each of the Investment Adviser and the Sub-Adviser are wholly-owned subsidiaries of Guggenheim
    Partners, LLC (&ldquo;Guggenheim Partners&rdquo;). Guggenheim Partners is a diversified financial services firm with wealth management,
    capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family offices,
    endowments, foundation insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision of
    more than $325 billion of assets as of June 30, 2021. Guggenheim Partners is headquartered in Chicago and New York with a global
    network of offices throughout the United States, Europe, and Asia.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>The Offering</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund may offer, from
    time to time, up to $700,000,000 aggregate initial offering price of Common Shares, in one or more offerings in amounts, at prices
    and on terms to be set forth in one or more supplements to this Prospectus (each a &ldquo;Prospectus
    Supplement&rdquo;).&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund may offer Common
    Shares (1) directly to one or more purchasers, (2) through agents that the Fund may designate from time to time, or (3) to or through
    underwriters or dealers. The Prospectus Supplement relating to a particular offering will identify any agents or underwriters involved
    in the sale of Common Shares, and will set forth any applicable purchase price, fee, commission or discount arrangement between the
    Fund and agents or underwriters or among underwriters or the basis upon which such amount may be calculated. The Fund may not sell
    Common Shares through agents, underwriters or dealers without delivery of this Prospectus and a Prospectus Supplement describing
    the method and terms of the offering of Common Shares. See &ldquo;Plan of Distribution.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Use of Proceeds</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Unless otherwise specified
    in a Prospectus Supplement, the Fund intends to invest the net proceeds of an offering of Common Shares in accordance with its investment
    objective and policies as stated herein. It is currently anticipated that the Fund will be able to invest substantially all of the
    net proceeds of an offering of Common Shares in accordance with its investment objective and policies, as stated herein, within three
    months after the completion of such offering. Pending such investment, it is anticipated that the proceeds will be invested in U.S.
    government securities or high quality, short-term money market securities. The Fund may also use the proceeds for working capital
    purposes, including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to issue
    Common Shares primarily for this purpose.</FONT></TD></TR>
  </TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Investment
    Objective</B></FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund&rsquo;s
    investment objective is to maximize total return through a combination of current income and capital appreciation. The Fund cannot
    ensure investors that it will achieve its investment objective. The Fund&rsquo;s investment objective is considered fundamental and
    may not be changed without the approval of Common Shareholders. See &ldquo;Investment Objective and Policies&mdash;Investment Philosophy
    and Investment Process.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Investment Philosophy
    Process</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund will pursue a
    relative value-based investment philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or
    spreads between securities that deviate from their perceived fair value and/or historical norms. The Sub-Adviser seeks to combine
    a credit-managed fixed-income portfolio with access to a diversified pool of alternative investments and equity strategies. The Fund&rsquo;s
    investment philosophy is predicated upon the belief that thorough research and independent thought are rewarded with performance
    that has the potential to outperform benchmark indexes with both lower volatility and lower correlation of returns as compared to
    such benchmark indexes.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Sub-Adviser&rsquo;s
    process for determining whether to buy a security is a collaborative effort between various groups including: (i) economic research,
    which focus on key economic themes and trends, regional and country-specific analysis, and assessments of event-risk and policy impacts
    on asset prices, (ii) the Portfolio Construction Group, which utilize proprietary portfolio construction and risk modeling tools
    to determine allocation of assets among a variety of sectors, (iii) its Sector Specialists, who are responsible for identifying investment
    opportunities in particular securities within these sectors, including the structuring of certain securities directly with the issuers
    or with investment banks and dealers involved in the origination of such securities, and (iv) portfolio managers, who determine which
    securities best fit the Fund based on the Fund&rsquo;s investment objective and top-down sector allocations. In managing the Fund,
    the Sub- Adviser uses a process for selecting securities for purchase and sale that is based on intensive credit research and involves
    extensive due diligence on each issuer, region and sector. The Sub-Adviser also considers macroeconomic outlook and geopolitical
    issues.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Investment Portfolio</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund will seek to
    achieve its investment objective by investing in:</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Income Securities.
    </I>The Fund may invest in a wide range of fixed- income and other debt and senior equity securities (&ldquo;Income Securities&rdquo;)
    selected from a variety of sectors and credit qualities. The Fund may invest in Income Securities of any credit quality, including,
    without limitation, Income Securities rated below-investment grade (commonly referred to as &ldquo;high-yield&rdquo; or &ldquo;junk&rdquo;
    bonds), which are considered speculative with respect to the issuer&rsquo;s capacity to pay interest and repay principal. The sectors
    and types of Income Securities in which the Fund may invest, include, but are not limited to:</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">Corporate
    bonds;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">Loans
    and loan participations (including senior secured&nbsp;floating rate loans, &ldquo;second lien&rdquo; secured floating rate loans,
    and other types of secured and unsecured loans with fixed and variable interest rates) (collectively, &ldquo;Loans&rdquo;);</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">Structured
    finance investments (including residential&nbsp;and commercial mortgage-related securities, asset- backed securities, collateralized
    debt obligations and risk-linked securities);</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">U.S.
    government and agency securities;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">Mezzanine
    and preferred securities; and</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">Convertible
    securities.</FONT></TD></TR>
  </TABLE>

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    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt"><I>Common
    Equity Securities and Covered Call Option Strategy. </I>The Fund may invest in common stocks, limited liability company interests,
    trust certificates and other equity investments (&ldquo;Common Equity Securities&rdquo;) that the Sub-Adviser believes offer attractive</FONT></TD></TR>
</TABLE>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">yield and/or
    capital appreciation potential. As part of its Common Equity Securities strategy, the Fund currently intends to employ a strategy
    of writing (selling) covered call options and may, from time to time, buy or sell put options on individual Common Equity Securities
    and, to a lesser extent, on indices of securities and sectors of securities. This covered call option strategy is intended to generate
    current gains from option premiums as a means to enhance distributions payable to the Fund&rsquo;s Common Shareholders.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Structured Finance
    Investments. </I>The Fund may invest in structured finance investments, which are Income Securities and Common Equity Securities
    typically issued by special purpose vehicles that hold income-producing securities (e.g., mortgage loans, consumer debt payment obligations
    and other receivables) and other financial assets. Structured finance investments are tailored, or packaged, to meet certain financial
    goals of investors. Typically, these investments provide investors with capital protection, income generation and/or the opportunity
    to generate capital growth. The Sub-Adviser believes that structured finance investments may provide attractive risk-adjusted returns,
    frequent sector rotation opportunities and prospects for adding value through security selection. Structured finance investments
    include:</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Mortgage-Related Securities</U>.
    Mortgage-related securities are a form of derivative collateralized by pools of commercial or residential mortgages. Pools of mortgage
    loans are assembled as securities for sale to investors by various governmental, government-related and private organizations. These
    securities may include complex instruments such as collateralized mortgage obligations, real estate investment trusts (&ldquo;REITs&rdquo;)
    (including debt and preferred stock issued by REITs), and other real estate-related securities. The mortgage- related securities
    in which the Fund may invest include those with fixed, floating or variable interest rates, those with interest rates that change
    based on multiples of changes in a specified index of interest rates, and those with interest rates that change inversely to changes
    in interest rates, as well as those that do not bear interest. The Fund may invest in residential and commercial mortgage-related
    securities issued by governmental entities and private issuers, including subordinated mortgage-related securities. The underlying
    assets of certain mortgage-related securities may be subject to prepayments, which shorten the weighted average maturity and may
    lower the return of such securities.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Asset-Backed Securities</U>.
    Asset-backed securities (&ldquo;ABS&rdquo;) are a form of structured debt obligation. ABS are payment claims that are securitized
    in the form of negotiable paper that is issued by a financing company (generally called a special purpose vehicle). Collateral assets
    are brought into a pool according to specific diversification rules. A special purpose vehicle is founded for the purpose of securitizing
    these payment claims and the assets of the special purpose vehicle are the diversified pool of collateral assets. The special purpose
    vehicle issues marketable securities which are intended to represent a lower level of risk than an underlying collateral asset individually,
    due to the diversification in the pool. The redemption of the securities issued by the special purpose vehicle takes place out of
    the cash flow generated by the collected assets. A special purpose vehicle may issue multiple securities with different priorities
    to the cash flows generated and the collateral assets. The collateral for ABS may include, among other assets, home equity loans,
    automobile and credit card receivables, boat loans, computer leases, airplane leases, mobile home loans, recreational vehicle loans
    and hospital account receivables. The Fund may invest in these and other types of ABS that may be developed in the future. There
    is the possibility that recoveries on the underlying collateral may not, in some cases, be available or may be insufficient to support
    payments on these securities.</FONT></TD></TR>
  </TABLE>

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    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt"><U>Collateralized
    Debt Obligations</U>. A collateralized debt obligation (&ldquo;CDO&rdquo;) is an asset-backed security whose underlying collateral
    is typically a portfolio of bonds, bank loans, other structured finance securities and/or synthetic instruments. Where the underlying
    collateral is a portfolio of bonds, a CDO is referred to as a collateralized bond obligation</FONT></TD></TR>
</TABLE>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">(&ldquo;CBO&rdquo;).
    Where the underlying collateral is a portfolio of bank loans, a CDO is referred to as a collateralized loan obligation (&ldquo;CLO&rdquo;).
    Investors in CLOs bear the credit risk of the underlying collateral. Multiple tranches of securities are issued by the CLO, offering
    investors various maturity and credit risk characteristics. Tranches are categorized as senior, mezzanine, and subordinated/equity,
    according to their degree of risk. If there are defaults or the CLO&rsquo;s collateral otherwise underperforms, scheduled payments
    to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence
    over those to subordinated/equity tranches. This prioritization of the cash flows from a pool of securities among the several tranches
    of the CLO is a key feature of the CLO structure. If there are funds remaining after each tranche of debt receives its contractual
    interest rate and the CLO meets or exceeds required collateral coverage levels (or other similar covenants), the remaining funds
    may be paid to the subordinated (or residual) tranche (often referred to as the &ldquo;equity&rdquo; tranche). CLOs are subject to
    the same risk of prepayment described with respect to certain mortgage-related and asset-backed securities.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund may invest in
    senior, rated tranches as well as mezzanine and subordinated tranches of CLOs. Investment in the subordinated tranche is subject
    to special risks. The subordinated tranche does not receive ratings and is considered the riskiest portion of the capital structure
    of a CLO because it bears the bulk of defaults from the loans in the CLO and serves to protect the other, more senior tranches from
    default in all but the most severe circumstances.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Risk-Linked Securities</U>.
    Risk-linked securities (&ldquo;RLS&rdquo;) are a form of derivative issued by insurance companies and insurance-related special purpose
    vehicles that apply securitization techniques to catastrophic property and casualty damages. RLS are typically debt obligations for
    which the return of principal and the payment of interest are contingent on the non-occurrence of a pre-defined &ldquo;trigger event.&rdquo;
    Depending on the specific terms and structure of the RLS, this trigger could be the result of a hurricane, earthquake or some other
    catastrophic event.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Real Property Asset
    Companies. </I>The Fund may invest in Income Securities and Common Equity Securities issued by companies that own, produce, refine,
    process, transport and market &ldquo;real property assets,&rdquo; such as real estate and the natural resources upon or within real
    estate (&ldquo;Real Property Asset Companies&rdquo;).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Personal Property Asset
    Companies. </I>The Fund may invest in Income Securities and Common Equity Securities issued by companies that seek to profit primarily
    from the ownership, rental, leasing, financing or disposition of personal (as opposed to real) property assets (&ldquo;Personal Property
    Asset Companies&rdquo;). Personal (as opposed to real) property includes any tangible, movable property or asset. The Fund will typically
    seek to invest in Income Securities and Common Equity Securities of Personal Property Asset Companies the investment performance
    of which is not expected to be highly correlated with traditional market indexes because the personal property asset held by such
    company is non-correlated with traditional debt or equity markets. Such personal property assets include special situation transportation
    assets (e.g., railcars, airplanes and ships) and collectibles (e.g., antiques, wine and fine art).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Private Securities.
    </I>The Fund may invest in privately issued Income Securities and Common Equity Securities of both public and private companies (&ldquo;Private
    Securities&rdquo;). Private Securities have additional risk considerations than comparable public securities, including availability
    of financial information about the issuer and valuation and liquidity issues.</FONT></TD></TR>
  </TABLE>

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<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"><I>Investment
                                            Funds. </I>As an alternative to holding investments directly, the Fund may also obtain investment
                                            exposure to Income Securities and Common Equity Securities by investing in other investment
                                            companies, including registered investment companies, private investment funds and/or other
                                            pooled investment vehicles (collectively, &ldquo;Investment Funds&rdquo;). The Fund may invest
                                            up to 30% of its total assets in Investment</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P></TD></TR>
</TABLE>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Funds
                                            that primarily hold (directly or indirectly) investments in which the Fund may invest directly.
                                            The 1940 Act generally limits a registered investment company&rsquo;s investments in other
                                            registered investment companies to 10% of its total assets. However, pursuant to exemptions
                                            set forth in rules and regulations promulgated under the 1940 Act, the Fund may invest in
                                            excess of this limitation provided that the conditions of such exemptions are met. In addition,
                                            the Fund may invest in certain ETFs in excess of the 1940 Act limitations in reliance upon
                                            and in accordance with exemptive relief obtained by such ETFs. The Fund will invest in private
                                            investment funds, commonly referred to as &ldquo;hedge funds,&rdquo; only to the extent permitted
                                            by applicable rules, regulations and interpretations of the SEC and NYSE. The Fund has no
                                            current intention to invest in private investment funds. Investments in other Investment
                                            Funds involve operating expenses and fees at the Investment Fund level that are in addition
                                            to the expenses and fees borne by the Fund and are borne indirectly by holders of the Fund&rsquo;s
                                            Common Shares. A new regulatory framework adopted by the SEC in October 2020 that applies
                                            to investments by registered investment companies in other registered investment companies
                                            may adversely impact the Fund&rsquo;s investment strategies and operations, as well as those
                                            of the underlying investment vehicles in which the Fund invests or other funds that invest
                                            in the Fund (and, in turn, trading in the Common Shares).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Synthetic Investments.
    </I>As an alternative to holding investments directly, the Fund may also obtain investment exposure to Income Securities and Common
    Equity Securities through the use of customized derivative instruments (including swaps, options, forwards, notional principal contracts
    or other financial instruments) to replicate, modify or replace the economic attributes associated with an investment in Income Securities
    and Common Equity Securities (including interests in Investment Funds).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>Derivative
                                            Transactions. </I>The Fund may purchase and sell derivative instruments (which derive their
                                            value by reference to another instrument, security or index) for investment purposes, such
                                            as obtaining investment exposure to an investment category; risk management purposes, such
                                            as hedging against fluctuations in securities prices or interest rates; diversification purposes;
                                            or to change the duration of the Fund. In order to help protect the soundness of derivative
                                            transactions and outstanding derivative positions, the Sub-Adviser generally requires derivative
                                            counterparties to have a minimum credit rating of A from Moody&rsquo;s Investors Service
                                            (or a comparable rating from another nationally recognized statistical rating organization
                                            (&ldquo;NRSRO&rdquo;)) and monitors such rating on an ongoing basis. In addition, the Sub-Adviser
                                            seeks to allocate derivative transactions to limit exposure to any single counterparty. The
                                            Fund has not adopted a maximum percentage limit with respect to derivative investments. However,
                                            the Board of Trustees will receive regular reports from the Investment Adviser and the Sub-Adviser
                                            regarding the Fund&rsquo;s use of derivative instruments and the effect of derivative transactions
                                            on the management of the Fund&rsquo;s portfolio and the performance of the Fund. See &ldquo;The
                                            Fund&rsquo;s Investments&mdash;Derivative Transactions.&rdquo;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"><I>Municipal Securities</I>. The Fund
    may invest directly or indirectly in municipal securities. Municipal securities include securities issued by or on behalf of states,
    territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and
    instrumentalities, the payments from which, in the opinion of bond counsel to the issuer, are excludable from gross income for
    federal income tax purposes. Municipal securities also include taxable securities issued by such issuers. Municipal bonds may
    include those backed by, among other things, state taxes and essential service revenues as well as health care and higher education
    issuers, among others, or be supported by dedicated revenue streams and/or statutory liens.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><B>Investment Policies</B></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund may allocate
    its assets among a wide variety of Income Securities and Common Equity Securities.</FONT></TD></TR>

<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund may
    invest without limitation in below-investment grade securities (e.g., securities rated below Baa3 by Moody&rsquo;s Investors Service,
    Inc., below BBB- by Standard</FONT></TD></TR>
  </TABLE>
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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&amp; Poor&rsquo;s
    Ratings Group or Fitch Ratings or comparably rated by another nationally recognized statistical rating organization or, if unrated,
    determined by the Sub- Adviser to be of comparable quality). Below-investment grade securities are commonly referred to as &ldquo;high-yield&rdquo;
    or &ldquo;junk&rdquo; bonds and are considered speculative with respect to the issuer&rsquo;s capacity to pay interest and repay
    principal. The Fund&rsquo;s investments in any of the sectors and types of Income Securities in which the Fund may invest may include,
    without limitation, below investment grade securities. The Fund&rsquo;s investments in below investment grade securities may include
    distressed and defaulted securities.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Under normal
    market conditions, the Fund will not invest more than:</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">50%
    of its total assets in Common Equity Securities consisting of common stock;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    </FONT><FONT STYLE="font-size: 10pt">30% of its total assets in Investment Funds;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    </FONT><FONT STYLE="font-size: 10pt">20% of its total assets in non-U.S. dollar-denominated&nbsp;Income Securities of corporate and
    governmental issuers located outside the United States; and</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 0.25in; text-indent: -0.25in"><FONT STYLE="font: 10pt Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">10%
    of its total assets in Income Securities of issuers in&nbsp;emerging markets.</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; width: 76%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The
    percentage of the Fund&rsquo;s total assets allocated to any category of investment may at any given time be significantly less than
    the maximum percentage permitted pursuant to the above referenced investment policies.</FONT></TD>
    <TD STYLE="width: 2%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Unless
    otherwise stated in this Prospectus or the SAI, the Fund&rsquo;s investment policies are considered non-fundamental and may be changed
    by the Board of Trustees of the Fund (the &ldquo;Board of Trustees&rdquo;) without Common Shareholder approval. The Fund will provide
    investors with at least 60 days&rsquo; prior written notice of any change in the Fund&rsquo;s investment policies. See &ldquo;Investment
    Objective and Policies&rdquo; in this Prospectus and in the SAI.</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><B>Financial Leverage and Leveraged Transactions</B></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">The Fund may seek to enhance the level of its current
                                                                                                      distributions by utilizing financial leverage through the issuance of preferred shares (&ldquo;Preferred Shares&rdquo;), through
                                                                                                      borrowing or the issuance of commercial paper or other forms of debt (&ldquo;Borrowings&rdquo;), through reverse repurchase
                                                                                                      agreements, dollar rolls or similar transactions or through a combination of the foregoing (&ldquo;leveraged transactions&rdquo; and
                                                                                                      collectively &ldquo;Financial Leverage&rdquo;). The Fund may utilize Financial Leverage up to the limits imposed by the 1940 Act;
                                                                                                      however, the aggregate amount of Financial Leverage is not currently expected to exceed 331/3% of the Fund&rsquo;s Managed Assets
                                                                                                      (as defined herein) after such issuance and/or borrowing.</FONT></P></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  </TABLE>

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<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt">As of May
    31, 2021, outstanding Borrowings under the Fund&rsquo;s committed facility agreement were $38.5 million, which represented approximately
    3.1% of the Fund&rsquo;s Managed Assets as of such date. In addition, as of May 31, 2021, the Fund had reverse repurchase agreements
    outstanding representing Financial Leverage equal to approximately 26.8% of the Fund&rsquo;s Managed Assets. As of May 31, 2021,
    the Fund&rsquo;s total Financial Leverage represented approximately 29.9% of the Fund&rsquo;s Managed Assets. The Fund&rsquo;s total
    Financial Leverage may vary significantly over time based on the Sub-Adviser&rsquo;s assessment of market and economic conditions,
    available investment opportunities and cost of Financial Leverage. The Fund has at times used significantly greater levels of Financial
    Leverage than on May 31, 2021, including at times using Financial Leverage to the maximum extent permitted under the 1940 Act and
    the parameters set forth herein. The Fund may in the future increase Financial Leverage up to the parameters set forth herein. The
    Fund maintains a committed facility agreement with BNP Paribas Prime Brokerage International, Ltd. (&ldquo;BNP Paribas&rdquo;) pursuant
    to which the Fund may borrow up to $80 million (this amount will increase to the greater of $750 million or 50%
of the Net Asset Value of the Fund at the closing of the mergers of Guggenheim Enhanced Equity Income Fund and Guggenheim Credit Allocation
Fund into the Fund).</FONT></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 0pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">
           On May 31, 2021, the Fund had $38.5 million in outstanding Borrowings under the Fund&rsquo;s committed
    facility agreement.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 0pt; padding-left: 5.75pt"></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 0pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0"><FONT STYLE="font-size: 10pt">Although the use of Financial
    Leverage and leveraged transactions by the Fund may create an opportunity for increased total return for the Common Shares, it also
    results in additional risks and can magnify the effect of any losses. Financial Leverage and the use of leveraged transactions involve
    risks and special considerations for shareholders, including the likelihood of greater volatility of net asset value and market price
    of, and dividends on, the Common Shares. To the extent the Fund increases its amount of Financial Leverage and leveraged transactions
    outstanding, it will be more exposed to these risks. The cost of Financial Leverage and leveraged transactions, including the portion
    of the investment advisory fee attributable to the assets purchased with the proceeds of Financial Leverage and leveraged transactions,
    is borne by holders of the Common Shares. To the extent the Fund increases its amount of Financial Leverage and leveraged transactions
    outstanding, the Fund&rsquo;s annual expenses as a percentage of net assets attributable to Common Shares will increase.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; padding-bottom: 6pt; margin: 6pt 0"><FONT STYLE="font-size: 10pt">Under the 1940 Act the Fund may
not utilize Borrowings if, immediately after incurring such Borrowing, the Fund would have asset coverage (as defined in the 1940 Act)
of less than 300% (i.e., for every dollar of Borrowings outstanding, the Fund is required to have at least three dollars of assets).
Under the 1940 Act, the Fund may not issue Preferred Shares if, immediately after issuance, the Fund would have asset coverage (as defined
in the 1940 Act) of less than 200% (i.e., for every dollar of Preferred Shares outstanding, the Fund is required to have at least two
dollars of assets). The Fund has no present intention to issue Preferred Shares. The Fund may also borrow in excess of such limit for
temporary purposes such as the settlement of transactions.&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 0pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">With respect to leverage
    incurred through investments in reverse repurchase agreements, dollar rolls or similar transactions, under current regulatory
    requirements, the Fund intends to earmark or segregate cash or liquid securities in accordance with applicable interpretations of
    the SEC and the staff of the SEC. As a result of such segregation, under current regulatory requirements, the Fund&rsquo;s
    obligations under such transactions will not be considered indebtedness for purposes of the 1940 Act and the Fund&rsquo;s use of
    leverage through reverse repurchase agreements will not be limited by the 1940 Act asset coverage requirements. However, the
    Fund&rsquo;s use of leverage through reverse repurchase agreements, dollar rolls and similar transactions will be included when
    calculating the Fund&rsquo;s Financial Leverage, and therefore is not currently expected to exceed 331/3% of the Fund&rsquo;s
    Managed Assets, under current regulatory requirements, and may be further limited by the availability of cash or liquid securities
    to earmark or segregate in connection with such transactions.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">In addition, the Fund
    may engage in certain derivatives transactions that have economic characteristics similar to leverage. To the extent the terms of
    such leveraged transactions obligate the Fund to make payments, under current regulatory requirements, the Fund intends to earmark
    or segregate cash or liquid securities in an amount at least equal to the current value of the amount then payable by the Fund under
    the terms of such transactions or otherwise cover such transactions in accordance with applicable interpretations of the SEC and
    the staff of the SEC. As a result of such segregation or cover, the Fund&rsquo;s obligations under such leveraged transactions will
    not be considered indebtedness for purposes of the 1940 Act and will not be included in calculating the aggregate amount of the Fund&rsquo;s
    Financial Leverage. &nbsp;</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt">So long as
    the net rate of return on the Fund&rsquo;s investments purchased with the proceeds of Financial Leverage and leveraged transactions
    exceeds the cost of such Financial Leverage and leveraged transactions, such excess amounts will be available to pay higher distributions
    to holders of the Fund&rsquo;s Common Shares. In connection with the Fund&rsquo;s use of Financial Leverage, the Fund may seek to
    hedge the interest rate risks associated with the Financial Leverage through interest rate swaps, caps or other derivative transactions.</FONT></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">There can
    be no assurance that the Fund&rsquo;s Financial Leverage and leveraged transactions strategy will be successful during any period
    during which it is employed. The costs associated with the issuance of Financial Leverage and leveraged transactions will be borne
    by Common Shareholders, which will result in a reduction of net asset value of Common Shares. The fee paid to the Investment Adviser
    will be calculated on the basis of the Fund&rsquo;s Managed Assets, including proceeds from Financial Leverage, so the fees paid
    to the Investment Adviser will be higher when Financial Leverage is utilized. Common Shareholders bear the portion of the investment
    advisory fee attributable to the assets purchased with the proceeds of Financial Leverage, which means that Common Shareholders effectively
    bear the entire advisory fee. See &ldquo;Use of Financial Leverage&rdquo; and &ldquo;Risks&mdash; Financial Leverage and Leveraged
    Transactions Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><B>Other Investment Practices</B></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Temporary Investments.
    </I>At any time when a temporary posture is believed by the Sub-Adviser to be warranted (a &ldquo;temporary period&rdquo;), the Fund
    may, without limitation, hold cash or invest its assets in money market instruments and repurchase agreements in respect of those
    instruments. The Fund may not achieve its investment objective during a temporary period or be able to sustain its historical distribution
    levels. See &ldquo;Investment Objective and Policies&mdash;Temporary Investments.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><B>Management of the Fund</B></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Guggenheim Funds Investment
    Advisors, LLC acts as the Fund&rsquo;s Investment Adviser pursuant to an advisory agreement with the Fund (the &ldquo;Advisory Agreement&rdquo;).
    Pursuant to the Advisory Agreement, the Investment Adviser is responsible for the management of the Fund and administers the affairs
    of the Fund to the extent requested by the Board of Trustees. As compensation for its services, the Fund pays the Investment Adviser
    a fee, payable monthly in arrears at an annual rate equal to 1.00% of the Fund&rsquo;s average daily Managed Assets. &ldquo;Managed
    Assets&rdquo; for purposes of the Advisory and Sub-Advisory Agreements (as defined herein) means the total assets of the Fund (other
    than assets attributable to any investments by the Fund in Affiliated Investment Funds), including the assets attributable to the
    proceeds from any borrowings or other forms of financial leverage, minus liabilities, other than liabilities related to any financial
    leverage. &ldquo;Affiliated Investment Funds&rdquo; means investment companies, including registered investment companies, private
    investment funds and/or other pooled investment vehicles, advised or managed by the Fund&rsquo;s investment Sub-Adviser or any of
    its affiliates. &ldquo;Managed Assets&rdquo; for all other purposes means the total assets of the Fund, including the assets attributable
    to the proceeds from any borrowings or other forms of Financial Leverage, minus liabilities, other than liabilities related to any
    Financial Leverage.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Guggenheim Partners Investment
    Management, LLC acts as the Fund&rsquo;s Sub-Adviser pursuant to a sub-advisory agreement with the Fund and the Investment Adviser
    (the &ldquo;Sub-Advisory Agreement&rdquo;). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the management
    of the Fund&rsquo;s portfolio of securities. As compensation for its services, the Investment Adviser pays the Sub-Adviser a fee,
    payable monthly in arrears at an annual rate equal to 0.50% of the Fund&rsquo;s average daily Managed Assets, less 0.50% of the Fund&rsquo;s
    average daily assets attributable to any investments by the Fund in Affiliated Investment Funds.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Each of the Investment
    Adviser and the Sub-Adviser are wholly-owned subsidiaries of Guggenheim Partners.</FONT></TD></TR>
  </TABLE>

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<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><B>Distributions</B></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt">The Fund intends
    to pay substantially all of its net investment income to Common Shareholders through monthly distributions. In addition, the Fund
    intends to distribute any net long-term capital gains to Common Shareholders as long-term capital gain dividends at least annually.
    The Fund expects that distributions paid on the Common Shares will consist of (i) investment company taxable income, which includes,
    among other things, ordinary income, short-term capital gain and income from certain hedging and interest rate transactions, (ii)
    qualified dividend income and (iii) long-term capital gain (gain from the sale of a capital asset held longer than one year). Distributions
    may be paid by the Fund from any permitted source and, from time to time, all or a portion of</FONT></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">a distribution
    may be a return of capital. To the extent the Fund receives dividends with respect to its investments in Common Equity Securities
    that consist of qualified dividend income (income from domestic and certain foreign corporations), a portion of the Fund&rsquo;s
    distributions to its Common Shareholders may consist of qualified dividend income. The Fund cannot assure you, however, as to what
    percentage of the dividends paid on the Common Shares, if any, will consist of qualified dividend income or long-term capital gains,
    which are taxed at lower rates for individuals than ordinary income. In certain circumstances, the Fund may elect to retain income
    or capital gain and pay income or excise tax on such undistributed amount, to the extent that the Board of Trustees, in consultation
    with Fund management, determines it to be in the best interest of shareholders to do so. Alternatively, the distributions paid by
    the Fund for any particular month may be more than the amount of net investment income from that monthly period. As a result, all
    or a portion of a distribution may be a return of capital, which is in effect a partial return of the amount a Common Shareholder
    invested in the Fund, up to the amount of the Common Shareholder&rsquo;s tax basis in their Common Shares, which would reduce such
    tax basis. Although a return of capital may not be taxable, it will generally increase the Common Shareholder&rsquo;s potential gain,
    or reduce the Common Shareholder&rsquo;s potential loss, on any subsequent sale or other disposition of Common Shares. Shareholders
    who periodically receive the payment of a distribution consisting of a return of capital may be under the impression that they are
    receiving net income or profits when they are not. Shareholders should not assume that the source of a distribution from the Fund
    is net income or profit. See &ldquo;Distributions.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">If you hold your Common
    Shares in your own name or if you hold your Common Shares with a brokerage firm that participates in the Fund&rsquo;s Dividend Reinvestment
    Plan (the &ldquo;Plan&rdquo;), unless you elect to receive cash, all dividends and distributions that are declared by the Fund will
    be automatically reinvested in additional Common Shares of the Fund pursuant to the Plan. If you hold your Common Shares with a brokerage
    firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be
    effected on different terms than those described above. Consult your financial adviser for more information. See &ldquo;Dividend
    Reinvestment Plan.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Listing and Symbol</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund&rsquo;s currently
    outstanding Common Shares are, and the Common Shares offered in this Prospectus will be, listed on the New York Stock Exchange (the
    &ldquo;NYSE&rdquo;) under the symbol &ldquo;GOF.&rdquo; The net asset value of the Common Shares at the close of business on September
    7, 2021 was $17.10 per share and the last sale price of the Common Shares on the NYSE on such date was $21.34, representing a premium
    to net asset value of 24.80%.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Special Risk Considerations</B></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Not a Complete Investment
    Program. </I>An investment in the Common Shares of the Fund should not be considered a complete investment program. The Fund is intended
    for long&#45;term investors seeking current income and capital appreciation. An investment in the Fund is not meant to provide a
    vehicle for those who wish to play short-term swings in the market. Each Common Shareholder should take into account the Fund&rsquo;s
    investment objective as well as the Common Shareholder&rsquo;s other investments when considering an investment in the Fund. Before
    making an investment decision, a prospective investor should consider (i) the suitability of this investment with respect to his
    or her investment objectives and personal situation and (ii) factors such as his or her personal net worth, income, age, risk tolerance
    and liquidity needs. See &ldquo;Risks&mdash;Not a Complete Investment Program.&rdquo;</FONT></TD></TR>
  </TABLE>

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<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>Investment
                                            and Market Risk. </I>An investment in the Common Shares of the Fund is subject to investment
                                            risk, particularly under current economic, financial, labor and health conditions, including
                                            the possible loss of the entire principal amount that you invest. The global ongoing crisis
                                            caused by the outbreak of COVID-19 and the current recovery underway is causing disruption
                                            to consumer demand and economic output and supply chains. There are still travel restrictions
                                            and quarantines, and adverse impacts on local and global economies. Investors should be aware
                                            that in light of the current uncertainty, volatility and distress in economies, financial
                                            markets, and labor and public health </FONT></P></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">conditions
                                            around the world, the Fund&rsquo;s investments and a shareholder&rsquo;s investment in the
                                            Fund are subject to sudden and substantial losses, increased volatility and other adverse
                                            events. Firms through which investors invest with the Fund, the Fund, its service providers,
                                            the markets in which it invests and market intermediaries are also impacted by and similar
                                            measures intended to respond to and contain the ongoing pandemic, which can obstruct their
                                            functioning and subject them to heightened operational and other risks.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">An investment in the Common Shares
    of the Fund represents an indirect investment in the securities owned by the Fund. The value of, or income generated by, the investments
    held by the Fund are subject to the possibility of rapid and unpredictable fluctuation. These movements may result from factors affecting
    individual companies, or from broader influences, including real or perceived changes in prevailing interest rates, changes in inflation
    or expectations about inflation, investor confidence or economic, political, social or financial market conditions, natural/environmental
    disasters, cyber-attacks, terrorism, governmental or quasi-governmental actions, public health emergencies (such as the spread of
    infectious diseases, pandemics and epidemics) and other similar events, that each of which may be temporary or last for extended
    periods. For example, the risks of a borrower&rsquo;s default or bankruptcy or non-payment of scheduled interest or principal payments
    from senior floating rate interests held by the Fund are especially acute under these conditions. Furthermore, interest rates and
    bond yields may fall as a result of types of events, including responses by governmental entities to such events, which would magnify
    the Fund&rsquo;s fixed-income instruments&rsquo; susceptibility to interest rate risk and diminish their yield and performance. Moreover,
    the Fund&rsquo;s investments in ABS are subject to many of the same risks that are applicable to investments in securities generally,
    including interest rate risk, credit risk, foreign currency risk, below-investment grade securities risk, financial leverage risk,
    prepayment and regulatory risk, which would be elevated under the foregoing circumstances.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Different sectors, industries
    and security types may react differently to such developments and, when the market performs well, there is no assurance that the
    Fund&rsquo;s investments will increase in value along with the broader markets. Volatility of financial markets, including potentially
    extreme volatility caused by the events described above or other events, can expose the Fund to greater market risk than normal,
    possibly resulting in greatly reduced liquidity. Moreover, changing economic, political, social or financial market conditions in
    one country or geographic region could adversely affect the value, yield and return of the investments held by the Fund in a different
    country or geographic region because of the increasingly interconnected global economies and financial markets. The Adviser potentially
    could be prevented from considering, managing and executing investment decisions at an advantageous time or price or at all as a
    result of any domestic or global market or other disruptions, particularly disruptions causing heightened market volatility and reduced
    market liquidity, such as the current conditions, which have also resulted in impediments to the normal functioning of workforces,
    including personnel and systems of the Fund&rsquo;s service providers and market intermediaries. The value of the securities owned
    by the Fund may decline due to general market conditions that are not specifically related to a particular issuer, such as real or
    perceived economic conditions, changes in interest or currency rates or changes in investor sentiment or market outlook generally.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">At any point in time, your Common
    Shares may be worth less than your original investment, including the reinvestment of Fund dividends and distributions. See &ldquo;Risks&mdash;Investment
    and Market Risk.&rdquo;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"></FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Management Risk. </I>The
    Fund is subject to management risk because it has an actively managed portfolio. The Sub-Adviser will apply investment techniques
    and risk analysis in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired
    results. The Fund&rsquo;s allocation of its investments across various asset classes and sectors may vary significantly over time
    based on the Adviser&rsquo;s analysis and judgment. As a result, the particular risks most relevant to an investment in the Fund,
    as</FONT></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">well as the
    overall risk profile of the Fund&rsquo;s portfolio, may vary over time. See &ldquo;Risks&mdash;Management Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Income Risk. </I>The
    income investors receive from the Fund is based primarily on the interest it earns from its investments in Income Securities, which
    can vary widely over the short- and long-term. If prevailing market interest rates drop, investors&rsquo; income from the Fund could
    drop as well. The Fund&rsquo;s income could also be affected adversely when prevailing short-term interest rates increase and the
    Fund is utilizing leverage, although this risk is mitigated to the extent the Fund invests in floating-rate obligations. See &ldquo;Risks&mdash;Income
    Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Dividend Risk. </I>Dividends
    on common stock and other Common Equity Securities which the Fund may hold are not fixed but are declared at the discretion of an
    issuer&rsquo;s board of directors. There is no guarantee that the issuers of the Common Equity Securities in which the Fund invests
    will declare dividends in the future or that, if declared, they will remain at current levels or increase over time. Therefore, there
    is the possibility that such companies could reduce or eliminate the payment of dividends in the future or the anticipated acceleration
    of dividends could not occur as a result of, among other things, a sharp rise in interest rates or an economic downturn. Changes
    in the dividend policies of companies and capital resources available for these companies&rsquo; dividend payments may adversely
    affect the Fund. Depending upon market conditions, dividend-paying stocks that meet the Fund&rsquo;s investment criteria may not
    be widely available and/or may be highly concentrated in only a few market sectors. These circumstances may result from issuer-specific
    events, adverse economic or market developments, or legislative or regulatory changes or other developments that limit an issuer&rsquo;s
    ability to declare and pay dividends, which would affect the Fund&rsquo;s performance and ability to generate income. The dividend
    income from the Fund&rsquo;s investment in Common Equity Securities will be influenced by both general economic activity and issuer-specific
    factors. In the event of adverse changes in economic conditions or adverse events effecting a specific industry or issuer, the issuers
    of the Common Equity Securities held by the Fund may reduce the dividends paid on such securities. See &ldquo;Risks&mdash;Dividend
    Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Income Securities Risk.
    </I>In addition to the risks discussed above, Income Securities, including high-yield bonds, are subject to certain risks, including:</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Issuer Risk</U>. The
    value of Income Securities may decline for a number of reasons which directly relate to the issuer, such as management performance,
    financial leverage, reduced demand for the issuer&rsquo;s goods and services, historical and projected earnings, and the value of
    its assets.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Spread Risk</U>. Spread
    risk is the risk that the market price can change due to broad based movements in spreads, which is particularly relevant in the
    current low spread environment.</FONT></TD></TR>
  </TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Credit
                                            Risk</U>. The Fund could lose money if the issuer or guarantor of a debt instrument or a
                                            counterparty to a derivatives transaction or other transaction (such as a repurchase agreement
                                            or a loan of portfolio securities or other instruments) is unable or unwilling, or perceived
                                            to be unable or unwilling, to pay interest or repay principal on time or defaults. If an
                                            issuer fails to pay interest, the Fund&rsquo;s income would likely be reduced, and if an
                                            issuer fails to repay principal, the value of the instrument likely would fall and the Fund
                                            could lose money. This risk is especially acute with respect to below investment grade debt
                                            instruments (commonly referred to as &ldquo;high-yield&rdquo; or &ldquo;junk&rdquo; bonds)
                                            and unrated high risk debt instruments, whose issuers are particularly susceptible to fail
                                            to meet principal or interest obligations under current conditions. Also, the issuer, guarantor
                                            or counterparty may suffer adverse changes in its financial condition or be adversely affected
                                            by economic, political or social conditions that could lower the credit quality (or the market&rsquo;s
                                            perception of the credit quality) of the issuer or instrument, leading to greater volatility
                                            in the price of the instrument and in shares of the Fund. Although credit quality may not
                                            accurately reflect the true credit risk of an instrument, a change in the credit quality
                                            rating of an instrument or an issuer can have a rapid, adverse effect on the instrument&rsquo;s
                                            liquidity and make it more difficult for the Fund to sell at an advantageous price or time.
                                            The risk of the occurrence of these types of events is heightened under current conditions.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The degree of credit risk depends on the particular instrument
    and the financial condition of the issuer, guarantor or counterparty, which are often reflected in its credit quality. Credit quality
    is a measure of the issuer&rsquo;s expected ability to make all required interest and principal payments in a timely manner. An issuer
    with the highest credit rating has a very strong capacity with respect to making all payments. An issuer with the second-highest
    credit rating has a strong capacity to make all payments, but the degree of safety is somewhat less. An issuer with the lowest credit
    quality rating may be in default or have extremely poor prospects of making timely payment of interest and principal. Credit ratings
    assigned by rating agencies are based on a number of factors and subjective judgments and therefore do not necessarily represent
    an issuer&rsquo;s actual financial condition or the volatility or liquidity of the security. Although higher-rated securities generally
    present lower credit risk as compared to lower-rated or unrated securities, an issuer with a high credit rating may in fact be exposed
    to heightened levels of credit or liquidity risk.</P></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Interest Rate Risk</U>. Fixed-income and other debt instruments
    are subject to the possibility that interest rates could change (or are expected to change). Changes in interest rates, including changes
    in reference rates used in fixed-income and other debt instruments, may adversely affect the Fund&rsquo;s investments in these instruments,
    such as the value or liquidity of, and income generated by, the investments. In addition, changes in interest rates, including rates that
    fall below zero, can have unpredictable effects on markets and can adversely affect the Fund&rsquo;s yield, income and performance.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The value of a debt instrument with a longer duration will generally
    be more sensitive to interest rate changes than a similar instrument with a shorter duration. Similarly, the longer the average duration
    (whether positive or negative) of these instruments held by the Fund or to which the Fund is exposed (<I>i.e.</I>, the longer the average
    portfolio duration of the Fund), the more the Fund&rsquo;s NAV will likely fluctuate in response to interest rate changes. Duration is
    a measure used to determine the sensitivity of a security&rsquo;s price to changes in interest rates that incorporates a security&rsquo;s
    yield, coupon, final maturity and call features, among other characteristics. For example, the NAV per share of a bond fund with an average
    duration of eight years would be expected to fall approximately 8% if interest rates rose by one percentage point.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">However, measures such as duration may not accurately reflect
the true interest rate sensitivity of instruments held by the Fund and, in turn, the Fund&rsquo;s susceptibility to changes in interest
rates. Certain fixed-income and debt instruments are subject to the risk that the issuer may exercise its right to redeem (or call) the
instrument earlier than</P></TD></TR>
</TABLE>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">anticipated. Although an issuer may call an instrument for a
variety of reasons, if an issuer does so during a time of declining interest rates, the Fund might have to reinvest the proceeds in an
investment offering a lower yield or other less favorable features, and therefore might not benefit from any increase in value as a result
of declining interest rates. Interest only or principal only securities and inverse floaters are particularly sensitive to changes in
interest rates, which may impact the income generated by the security and other features of the security.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Adjustable rate securities also react to interest rate changes in
    a similar manner as fixed-rate securities but generally to a lesser degree depending on the characteristics of the security, in particular
    its reset terms (i.e., the index chosen, frequency of reset and reset caps or floors). During periods of rising interest rates, because
    changes in interest rates on adjustable rate securities may lag behind changes in market rates, the value of such securities may decline
    until their interest rates reset to market rates. These securities also may be subject to limits on the maximum increase in interest rates.
    During periods of declining interest rates, because the interest rates on adjustable rate securities generally reset downward, their market
    value is unlikely to rise to the same extent as the value of comparable fixed rate securities. These securities may not be subject to
    limits on downward adjustments of interest rates.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">During periods of rising interest rates, issuers of debt securities
    or asset-backed securities may pay principal later or more slowly than expected, which may reduce the value of the Fund&rsquo;s investment
    in such securities and may prevent the Fund from receiving higher interest rates on proceeds reinvested in other instruments. During periods
    of falling interest rates, issuers of debt securities or asset-backed securities may pay off debts more quickly or earlier than expected,
    which could cause the Fund to be unable to recoup the full amount of its initial investment and/or cause the Fund to reinvest in lower-yielding
    securities, thereby reducing the Fund&rsquo;s yield or otherwise adversely impacting the Fund.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Certain debt instruments, such as instruments with a negative duration
    or inverse instruments, are also subject to interest rate risk, although such instruments generally react differently to changes in interest
    rates than instruments with positive durations. The Fund&rsquo;s investments in these instruments also may be adversely affected by changes
    in interest rates. For example, the value of instruments with negative durations, such as inverse floaters, generally decrease if interest
    rates decline.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The Fund&rsquo;s use of leverage will tend to increase Common Share
    interest rate risk. The Fund may utilize certain strategies, including taking positions in futures or interest rate swaps, for the purpose
    of seeking to reduce the interest rate sensitivity of credit securities held by the Fund and to decrease the Fund&rsquo;s exposure to
    interest rate risk. The Fund is not required to hedge its exposure to interest rate risk and may choose not to do so. In addition, there
    is no assurance that any attempts by the Fund to reduce interest rate risk will be successful or that any hedges that the Fund may establish
    will perfectly correlate with movements in interest rates.</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD></TR>
  </TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Current Fixed-Income and Debt Market Conditions</U>. Fixed-income
    and debt market conditions are highly unpredictable and some parts of the market are subject to dislocations. In response to the crisis
    initially caused by the outbreak of COVID-19, as with other serious economic disruptions, governmental authorities and regulators have
    enacted or are enacting significant fiscal and monetary policy changes, including direct capital infusions into companies, new monetary
    programs and considerable interest rate changes. These actions present heightened risks to fixed-income and debt instruments, and such
    risks could be even further heightened if these actions are unexpectedly or suddenly reversed or are ineffective in achieving their desired
    outcomes. In light of these actions and current conditions, interest rates and bond yields in the United States and many other countries
    are at or near historic lows, and in some cases, such rates and yields are or have been negative. The current very low or negative interest
    rates are magnifying the Fund&rsquo;s susceptibility to interest rate risk and diminishing yield and performance. In addition, the current
    environment is exposing fixed-income and debt markets to significant volatility and reduced liquidity for the Fund&rsquo;s investments.
    These or similar conditions may also occur in the future.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Corporate Bond Risk</U>. The market value of a corporate bond
    may be affected by factors directly related to the issuer, such as investors&rsquo; perceptions of the creditworthiness of the issuer,
    the issuer&rsquo;s financial performance, perceptions of the issuer in the market place, performance of management of the issuer, the
    issuer&rsquo;s capital structure and use of financial leverage and demand for the issuer&rsquo;s goods and services. There is a risk that
    the issuers of corporate bonds may not be able to meet their obligations on interest or principal payments at the time called for by an
    instrument or at all. Corporate bonds of below investment grade quality are often high risk and have speculative characteristics and may
    be particularly susceptible to adverse issuer-specific and other developments.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Reinvestment Risk</U>. Reinvestment risk is the risk that income
    from the Fund&rsquo;s portfolio will decline if the Fund invests the proceeds from matured, traded or called Income Securities at market
    interest rates that are below the Fund portfolio&rsquo;s current earnings rate. A decline in income could affect the Common Shares&rsquo;
    market price or the overall return of the Fund.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Extension Risk</U>.&nbsp; Certain debt instruments, including
mortgage- and other asset-backed securities, are subject to the risk that payments on principal may occur at a slower rate or later than
expected.&nbsp; In this event, the expected maturity could lengthen as short or intermediate-term instruments become longer-term instruments,
which would make the investment more sensitive to changes in interest rates. The likelihood that payments on principal will occur at
a slower rate or later than expected is heightened under the current conditions. In addition, the Fund&rsquo;s investment may sharply
decrease in value and the Fund&rsquo;s income from the investment may quickly decline.&nbsp; These types of instruments are particularly
subject to extension risk, and offer less potential for gains, during periods of rising interest rates. In addition, the Fund may be
delayed in its ability to reinvest income or proceeds from these instruments in potentially higher yielding investments, which would
adversely affect the Fund to the extent its investments are in lower interest rate debt instruments.&nbsp; Thus, changes in interest
rates may cause volatility in the value of and income received from these types of debt instruments.&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Prepayment Risk</U>. Certain debt instruments, including
loans and mortgage- and other asset-backed securities, are subject to the risk that payments on principal may occur more quickly or earlier
than expected (or an investment is converted or redeemed prior to maturity). For example, an issuer may exercise its right to redeem
outstanding debt securities prior to their maturity (known as a &ldquo;call&rdquo;) or otherwise pay principal earlier than expected
for a number of reasons (e.g., declining interest rates, changes in credit spreads and improvements in the issuer&rsquo;s credit quality).
If an issuer calls or &ldquo;prepays&rdquo; a security in which the Fund has invested, the Fund may not recoup the full amount of its
initial investment and may be required to reinvest in generally lower-yielding securities, securities with greater credit risks or securities
with other, less favorable features or terms</P></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">than the security in which the Fund initially invested, thus
potentially reducing the Fund&rsquo;s yield. Income Securities frequently have call features that allow the issuer to repurchase the
security prior to its stated maturity. Loans and mortgage- and other asset-backed securities are particularly subject to prepayment risk,
and offer less potential for gains, during periods of declining interest rates (or narrower spreads) as issuers of higher interest rate
debt instruments pay off debts earlier than expected. In addition, the Fund may lose any premiums paid to acquire the investment. Other
factors, such as excess cash flows, may also contribute to prepayment risk. Thus, changes in interest rates may cause volatility in the
value of and income received from these types of debt instruments.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; padding-bottom: 6pt; margin: 0 0 6pt">Variable or floating rate investments may be less vulnerable to prepayment
    risk. Most floating rate loans and fixed-income securities allow for prepayment of principal without penalty. Accordingly, the potential
    for the value of a floating rate loan or security to increase in response to interest rate declines is limited. Corporate loans or fixed-income
    securities purchased to replace a prepaid corporate loan or security may have lower yields than the yield on the prepaid corporate loan
    or security.</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Liquidity Risk</U>. The Fund may invest without limitation in
    Income Securities for which there is no readily available trading market or which are unregistered, restricted or otherwise illiquid,
    including certain high-yield securities. The Fund may invest in privately issued securities of both public and private companies, which
    may be illiquid. Securities of below investment grade quality tend to be less liquid than investment grade debt securities, and securities
    of financial distressed or bankrupt issuers may be particularly illiquid. Loans typically are not registered with the SEC and are not
    listed on any securities exchange and may at times be illiquid. Loan investments through participations and assignments are typically
    illiquid. Structured finance securities are typically privately offered and sold, and thus are not registered under the securities laws.
    As a result, investments in structured finance securities may be characterized by the Fund as illiquid securities; however, an active
    dealer market may exist which would allow such securities to be considered liquid in some circumstances. The securities and obligations
    of foreign issuers, particular issuers in emerging markets, may be more likely to experience periods of illiquidity. Derivative instruments,
    particularly privately-negotiated or OTC derivatives, may be illiquid.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; padding-bottom: 6pt; margin: 0 0 6pt">The Fund may not be able to readily dispose of illiquid securities
and obligations at prices that approximate those at which the Fund could sell such securities and obligations if they were more widely
traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary
to raise cash to meet its obligations. As a result, the Fund may be unable to achieve its desired level of exposure to certain issuers,
asset classes or sectors. The capacity of market makers of fixed-income and other debt instruments has not kept pace with the consistent
growth in these markets over the past three decades, which has led to reduced levels in the capacity of these market makers to engage
in trading and, as a result, dealer inventories of corporate fixed-income, floating rate and certain other debt instruments are at or
near historic lows relative to market size. In addition, limited liquidity could affect the market price of Income Securities, thereby
adversely affecting the Fund&rsquo;s NAV and ability to make distributions. Dislocations in certain parts of markets are resulting in
reduced liquidity for certain investments. It is uncertain when financial markets will improve. Liquidity of financial markets may also
be affected by government intervention.&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Valuation of Certain
    Income Securities Risk</U>. The Sub-Adviser may use the fair value method to value investments if market quotations for them are not
    readily available or are deemed unreliable, or if events occurring after the close of a securities market and before the Fund values
    its assets would materially affect net asset value. Because the secondary markets for certain investments may be limited, they may
    be difficult to value. Where market quotations are not readily available, valuation may require more research than for more liquid
    investments. In addition, elements of judgment may play a greater role in valuation in such cases than for investments with a more
    active secondary market</FONT></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">because there
    is less reliable objective data available. A security that is fair valued may be valued at a price higher or lower than the value
    determined by other funds using their own fair valuation procedures. Prices obtained by the Fund upon the sale of such securities
    may not equal the value at which the Fund carried the investment on its books, which would adversely affect the net asset value of
    the Fund.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Duration and Maturity
    Risk</U>. The Fund has no set policy regarding portfolio maturity or duration. Holding long duration and long maturity investments
    will expose the Fund to certain magnified risks. These risks include interest rate risk, credit risk and liquidity risks as discussed
    above. Generally speaking, the longer the duration of the Fund&rsquo;s portfolio, the more exposure the Fund will have to interest
    rate risk described above.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Below-Investment Grade Securities Risk.
    </I>The Fund may invest in Income Securities rated below-investment grade or, if unrated, determined by the Sub-Adviser to be of
    comparable credit quality, which are commonly referred to as &ldquo;high-yield&rdquo; or &ldquo;junk&rdquo; bonds. Investment in
    securities of below-investment grade quality involves substantial risk of loss, the risk of which is particularly acute under current
    conditions. Income Securities of below-investment grade quality are predominantly speculative with respect to the issuer&rsquo;s
    capacity to pay interest and repay principal when due and therefore involve a greater risk of default or decline in market value
    due to adverse economic and issuer-specific developments. Securities of below investment grade quality may involve a greater risk
    of default or decline in market value due to adverse economic and issuer-specific developments, such as operating results and outlook
    and to real or perceived adverse economic and competitive industry conditions. Generally, the risks associated with high yield securities
    are heightened during times of weakening economic conditions or rising interest rates (particularly for issuers that are highly leveraged)
    and are therefore heightened under current conditions.&nbsp; If the Fund is unable to sell an investment at its desired time, the
    Fund may miss other investment opportunities while it holds investments it would prefer to sell, which could adversely affect the
    Fund&rsquo;s performance. In addition, the liquidity of any Fund investment may change significantly over time as a result of market,
    economic, trading, issuer-specific and other factors. Accordingly, the performance of the Fund and a shareholder&rsquo;s investment
    in the Fund may be adversely affected if an issuer is unable to pay interest and repay principal, either on time or at all. Issuers
    of below investment grade securities are not perceived to be as strong financially as those with higher credit ratings. These issuers
    are more vulnerable to financial setbacks and recessions or other adverse economic developments than more creditworthy issuers, which
    may impair their ability to make interest and principal payments. Income Securities of below-investment grade quality display increased
    price sensitivity to changing interest rates and to a deteriorating economic environment. The market values, total return and yield
    for securities of below investment grade quality tend to be more volatile than the market values, total return and yield for higher
    quality bonds. Securities of below investment grade quality tend to be less liquid than investment grade debt securities and therefore
    more difficult to value accurately and sell at an advantageous price or time and may involve greater transactions costs and wider
    bid/ask spreads, than higher-quality securities. To the extent that a secondary market does exist for certain below investment grade
    securities, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement
    periods. Because of the substantial risks associated with investments in below investment grade securities, you could have an increased
    risk of losing money on your investment in Common Shares, both in the short-term and the long-term. To the extent that the Fund invests
    in securities that have not been rated by an NRSRO, the Fund&rsquo;s ability to achieve its investment objectives will be more dependent
    on the Adviser&rsquo;s credit analysis than would be the case when the Fund invests in rated securities.</FONT></TD></TR>
  </TABLE>

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<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding: 6pt 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt">Successful investment in lower-medium
and lower-rated debt securities may involve greater investment risk and is highly dependent on the Adviser&rsquo;s credit analysis. The
value of securities of below investment grade quality is particularly vulnerable to changes</FONT></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding: 6pt 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt">in interest rates and a real or perceived
    economic downturn or higher interest rates could cause a decline in prices of such securities by lessening the ability of issuers
    to make principal and interest payments. These securities are often thinly traded or subject to irregular trading and can be more
    difficult to sell and value accurately than higher-quality securities because there tends to be less public information available
    about these securities. Because objective pricing data may be less available, judgment may play a greater role in the valuation process.
    In addition, the entire below investment grade market can experience sudden and sharp price swings due to a variety of factors, including
    changes in economic forecasts, stock market activity, large or sustained sales by major investors, a high-profile default, or a change
    in the market&rsquo;s psychology. Adverse conditions could make it difficult at times for the Fund to sell certain securities or
    could result in lower prices than those used in calculating the Fund&rsquo;s NAV. See &ldquo;Risks&mdash;Below-Investment Grade Securities
    Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>Structured
                                            Finance Investments Risk. </I>The Fund&rsquo;s structured finance investments may include
                                            residential and commercial mortgage-related and other ABS issued by governmental entities
                                            and private issuers. Holders of structured finance investments bear risks of the underlying
                                            investments, index or reference obligation and are subject to counterparty risk. The Fund
                                            may have the right to receive payments only from the structured product, and generally does
                                            not have direct rights against the issuer or the entity that sold the assets to be securitized.
                                            While certain structured finance investments enable the investor to acquire interests in
                                            a pool of securities without the brokerage and other expenses associated with directly holding
                                            the same securities, investors in structured finance investments generally pay their share
                                            of the structured product&rsquo;s administrative and other expenses. Although it is difficult
                                            to accurately predict whether the prices of indices and securities underlying structured
                                            finance investments will rise or fall, these prices (and, therefore, the prices of structured
                                            finance investments) will be influenced by the same types of political, economic and other
                                            events that affect issuers of securities and capital markets generally. If the issuer of
                                            a structured product uses shorter term financing to purchase longer term securities, the
                                            issuer may be forced to sell its securities at below market prices if it experiences difficulty
                                            in obtaining short-term financing, which may adversely affect the value of the structured
                                            finance investment owned by the Fund.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The Fund may invest in structured
    finance products collateralized by low grade or defaulted loans or securities. Investments in such structured finance products are
    subject to the risks associated with below investment grade securities. Such securities are characterized by high risk. It is likely
    that an economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such
    securities.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; padding-bottom: 6pt; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The Fund may invest in senior
    and subordinated classes issued by structured finance vehicles. The payment of cash flows from the underlying assets to senior classes
    take precedence over those of subordinated classes, and therefore subordinated classes are subject to greater risk. Furthermore,
    the leveraged nature of subordinated classes may magnify the adverse impact on such class of changes in the value of the assets,
    changes in the distributions on the assets, defaults and recoveries on the assets, capital gains and losses on the assets, prepayment
    on assets and availability, price and interest rates of assets.</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Structured finance securities
    may be thinly traded or have a limited trading market. Structured finance securities are typically privately offered and sold, and
    thus are not registered under the securities laws. As a result, investments in structured finance securities may be characterized
    by the Fund as illiquid securities; however, an active dealer market may exist which would allow such securities to be considered
    liquid in some circumstances. See &ldquo;Risks&mdash;Structured Finance Investments Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Mortgage-Backed
    Securities Risk. </I>Mortgage-backed securities (&ldquo;MBS&rdquo;) represent an interest in a pool of mortgages. MBS are subject
    to certain risks, such as: credit risk associated with the performance of the underlying mortgage properties and of the borrowers
    owning these properties; risks associated with their structure and execution (including the collateral, the process by which principal
    and interest payments are allocated and distributed to investors and how credit losses affect the return to investors in such MBS);
    risks associated with the servicer of the underlying mortgages; adverse changes in economic conditions and circumstances, which are
    more likely to have an adverse impact on MBS secured by loans on certain types of commercial properties than on those secured by
    loans on residential properties; prepayment risk, which can lead to significant fluctuations in the value of the MBS; loss of all
    or part of the premium, if any, paid; and decline in the market value of the security, whether resulting from changes in interest
    rates, prepayments on the underlying mortgage collateral or perceptions of the credit risk associated with the underlying mortgage
    collateral. The value of MBS may be substantially dependent on the servicing of the underlying pool of mortgages. In addition, the
    Fund&rsquo;s level of investment in MBS of a particular type or in MBS issued or guaranteed by affiliated obligors, serviced by the
    same servicer or backed by underlying collateral located in a specific geographic region, may subject the Fund to additional risk.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">When market interest rates decline,
    more mortgages are refinanced and the securities are paid off earlier than expected. Prepayments may also occur on a scheduled basis
    or due to foreclosure. When market interest rates increase, the market values of MBS decline. At the same time, however, mortgage
    refinancings and prepayments slow, which lengthens the effective maturities of these securities. As a result, the negative effect
    of the rate increase on the market value of MBS is usually more pronounced than it is for other types of debt securities. In addition,
    due to increased instability in the credit markets, the market for some MBS has experienced reduced liquidity and greater volatility
    with respect to the value of such securities, making it more difficult to value such securities. The Fund may invest in sub-prime
    mortgages or MBS that are backed by sub-prime mortgages or defaulted or nonperforming loans.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; padding-bottom: 6pt; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Additional risks relating to investments
    in mortgage-backed securities may arise because of the type of mortgage-backed securities in which the Fund invests, defined by the
    assets collateralizing the mortgage-backed securities. For example, collateralized mortgage obligations (&ldquo;CMOs&rdquo;) may
    have complex or highly variable prepayment terms, such as companion classes, interest only or principal only payments, inverse floaters
    and residuals. These investments generally entail greater market, prepayment and liquidity risks than other mortgage-backed securities,
    and may be more volatile or less liquid than other mortgage-backed securities. These risks are heightened under the currently distressed
    economic, market, labor and public health conditions.</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Moreover, the relationship
    between prepayments and interest rates may give some high-yielding MBS less potential for growth in value than conventional bonds
    with comparable maturities. In addition, during periods of falling interest rates, the rate of prepayment tends to increase. During
    such periods, the reinvestment of prepayment proceeds by the Fund will generally be at lower rates than the rates that were carried
    by the obligations that have been prepaid. Because of these and other reasons, MBS&rsquo;s total return and maturity may be difficult
    to predict precisely. To the extent that the Fund purchases MBS at a premium, prepayments (which may be made without penalty) may
    result in loss of the Fund&rsquo;s principal investment to the extent of premium paid.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">MBS generally are classified
    as either commercial mortgage-backed securities (&ldquo;CMBS&rdquo;) or residential mortgage-backed securities (&ldquo;RMBS&rdquo;),
    each of which are subject to certain specific risks.</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Commercial Mortgage-Backed Securities Risk</U>. The market
for CMBS developed more recently and, in terms of total outstanding principal amount of issues, is relatively small compared to the market
for RMBS. CMBS are subject to</P></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">particular risks, such as those
    associated with lack of standardized terms, shorter maturities than residential mortgage loans and payment of all or substantially
    all of the principal only at maturity rather than regular amortization of principal. In addition, commercial lending generally is
    viewed as exposing the lender to a greater risk of loss than residential lending. Commercial lending typically involves larger loans
    to single borrowers or groups of related borrowers than residential mortgage loans. In addition, the repayment of loans secured by
    income producing properties typically is dependent upon the successful operation of the related real estate project and the cash
    flow generated therefrom. Net operating income of an income-producing property can be affected by, among other things: tenant mix,
    success of tenant businesses, property management decisions, property location and condition, competition from comparable types of
    properties, changes in laws that increase operating expense or limit rents that may be charged, any need to address environmental
    contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic
    conditions and/or specific industry segments, declines in regional or local real estate values, declines in regional or local rental
    or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, change in governmental rules,
    regulations and fiscal policies, including environmental legislation, acts of God, terrorism, social unrest and civil disturbances.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Consequently, adverse changes in
    economic conditions and circumstances are more likely to have an adverse impact on MBS secured by loans on commercial properties
    than on those secured by loans on residential properties. Economic downturns, rises in unemployment and other events, such as public
    health emergencies, that limit the activities of and demand for commercial retail and office spaces (such as the current COVID-19
    crisis) adversely impact the value of such securities. Additional risks may be presented by the type and use of a particular
    commercial property. Special risks are presented by hospitals, nursing homes, hospitality properties and certain other property
    types. Commercial property values and net operating income are subject to volatility, which may result in net operating income
    becoming insufficient to cover debt service on the related mortgage loan. The exercise of remedies and successful realization of
    liquidation proceeds relating to CMBS may be highly dependent on the performance of the servicer or special servicer. There may be a
    limited number of special servicers available, particularly those that do not have conflicts of interest.</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Residential Mortgage-Backed
    Securities Risk</U>. Credit-related risk on RMBS arises from losses due to delinquencies and defaults by the borrowers in payments
    on the underlying mortgage loans and breaches by originators and servicers of their obligations under the underlying documentation
    pursuant to which the RMBS are issued. The rate of delinquencies and defaults on residential mortgage loans and the aggregate amount
    of the resulting losses will be affected by a number of factors, including general economic conditions, particularly those in the
    area where the related mortgaged property is located, the level of the borrower&rsquo;s equity in the mortgaged property and the
    individual financial circumstances of the borrower. If a residential mortgage loan is in default, foreclosure on the related residential
    property may be a lengthy and difficult process involving significant legal and other expenses. The net proceeds obtained by the
    holder on a residential mortgage loan following the foreclosure on the related property may be less than the total amount that remains
    due on the loan. The prospect of incurring a loss upon the foreclosure of the related property may lead the holder of the residential
    mortgage loan to restructure the residential mortgage loan or otherwise delay the foreclosure process. These risks are elevated given
    the current distressed economic, market, public health and labor conditions, notably, increased levels of unemployment relative to
    recent years, delays and delinquencies in payments of mortgage and rent obligations, and uncertainty regarding the effects and extent
    of government intervention with respect to mortgage payments and other economic matters.</FONT></TD></TR>
  </TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><U>Sub-Prime Mortgage Market Risk</U>.
    The residential mortgage market in the United States has experienced difficulties that may adversely affect the performance and market
    value of certain mortgages and MBS. Delinquencies and losses on residential mortgage loans (especially sub-prime and second-lien
    mortgage loans) generally have increased at times and may again increase, and a decline in or flattening of housing values (as has
    been experienced at times and may again be experienced in many housing markets) may exacerbate such delinquencies and losses. Borrowers
    with adjustable rate mortgage loans are more sensitive to changes in interest rates, which affect their monthly mortgage payments,
    and may be unable to secure replacement mortgages at comparably low interest rates. Also, a number of residential mortgage loan originators
    have experienced serious financial difficulties or bankruptcy. Largely due to the foregoing, reduced investor demand for mortgage
    loans and MBS and increased investor yield requirements caused limited liquidity in the secondary market for certain MBS, which can
    adversely affect the market value of MBS. It is possible that such limited liquidity in such secondary markets could continue or
    worsen. If the economy of the United States deteriorates further, the incidence of mortgage foreclosures, especially sub-prime mortgages,
    may increase, which may adversely affect the value of any MBS owned by the Fund.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Any increase in prevailing market
    interest rates, which are currently near historical lows, may result in increased payments for borrowers who have adjustable rate
    mortgages. Moreover, with respect to hybrid mortgage loans after their initial fixed rate period, interest-only products or products
    having a lower rate, and with respect to mortgage loans with a negative amortization feature which reach their negative amortization
    cap, borrowers may experience a substantial increase in their monthly payment even without an increase in prevailing market interest
    rates. Increases in payments for borrowers may result in increased rates of delinquencies and defaults on residential mortgage loans
    underlying the RMBS.</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The significance of the
    mortgage crisis and loan defaults in residential mortgage loan sectors led to the enactment of numerous pieces of legislation relating
    to the mortgage and housing markets. These actions, along with future legislation or regulation, may have significant impacts on
    the mortgage market generally and may result in a reduction of available transactional opportunities for the Fund or an increase
    in the cost associated with such transactions and may adversely impact the value of RMBS.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">During the mortgage crisis,
    a number of originators and servicers of residential and commercial mortgage loans, including some of the largest originators and
    servicers in the residential and commercial mortgage loan market, experienced serious financial difficulties. Such difficulties may
    affect the performance of non-agency RMBS and CMBS. There can be no assurance that originators and servicers of mortgage loans will
    not continue to experience serious financial difficulties or experience such difficulties in the future, including becoming subject
    to bankruptcy or insolvency proceedings, or that underwriting procedures and policies and protections against fraud will be sufficient
    in the future to prevent such financial difficulties or significant levels of default or delinquency on mortgage loans. See &ldquo;Risks&mdash;Mortgage-Backed
    Securities Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Asset-Backed Securities Risk. </I>ABS are a form of structured
debt obligation. In addition to the general risks associated with credit securities discussed herein, ABS are subject to additional risks.
While traditional fixed-income securities typically pay a fixed rate of interest until maturity, when the entire principal amount is
due, an ABS represents an interest in a pool of assets, such as automobile loans, credit card receivables, unsecured consumer loans or
student loans, that has been securitized and provides for monthly payments of interest, at a fixed or floating rate, and principal from
the cash flow of these assets. This pool of assets (and any related assets of the issuing entity) is the only source of payment for the
ABS. The ability of an ABS issuer to make payments on the ABS, and the timing of such payments, is therefore dependent on collections
on these underlying assets. The recoveries on the underlying collateral may not, in some cases, be sufficient</P></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">to support payments on these securities, which may result in
losses to investors in an ABS.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Generally, obligors may prepay the underlying assets in full or in
    part at any time, subjecting the Fund to prepayment risk related to the ABS it holds. While the expected repayment streams on ABS are
    determined by the contractual amortization schedules for the underlying assets, an investor&rsquo;s yield to maturity on an ABS is uncertain
    and may be reduced by the rate and speed of prepayments of the underlying assets, which may be influenced by a variety of economic, social
    and other factors. Any prepayments, repurchases, purchases or liquidations of the underlying assets could shorten the average life of
    the ABS to an extent that cannot be fully predicted. Some ABS may be structured to include a period of rapid amortization triggered by
    events such as a significant rise in the default rate of the underlying collateral, a sharp drop in the credit enhancement level because
    of credit losses on the underlying assets, a specified regulatory event or the bankruptcy of the originator. A rapid amortization event
    will cause any revolving period to end earlier than expected and all collections on the underlying assets will be used to pay principal
    to investors earlier than expected. In general, the senior most securities will be paid prior to any payments being made on the subordinated
    securities, and if such payments are made earlier than expected, the Fund&rsquo;s yield on such ABS may be negatively affected. See &ldquo;Risks&mdash;Asset-Backed
    Securities Risk.&rdquo;</P></TD></TR>
  </TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>CLO, CDO and CBO Risk. </I>In
    addition to the general risks associated with credit or debt securities discussed herein, CLOs, CDOs and CBOs are subject to additional
    risks. CLOs, CDOs and CBOs are subject to risks because of the involvement of multiple transaction parties related to the underlying
    collateral and disruptions that may occur as a result of the restructuring or insolvency of the underlying obligors, which are generally
    corporate obligors. Unlike a consumer obligor that is generally obligated to make payments on the collateral backing an ABS, the
    obligor on the collateral backing a CLO, a CDO or a CBO may have more effective defenses or resources to cause a delay in payment
    or restructure the underlying obligation. If an obligor is permitted to restructure its obligations, distributions from collateral
    securities may not be adequate to make interest or other payments.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The performance of CLOs, CDOs and
    CBOs depends primarily upon the quality of the underlying assets and the level of credit support or enhancement in the structure and
    the relative priority of the interest in the issuer of the CLO, CDO or CBO purchased by the Fund. In general, CLOs, CDOs and CBOs
    are actively managed by an asset manager that is responsible for evaluating and acquiring the assets that will collateralize the
    CLO, CDO or CBO. The asset manager may have difficulty in identifying assets that satisfy the eligibility criteria for the assets
    and may be restricted from trading the collateral. These criteria, restrictions and requirements, while reducing the overall risk to
    the Fund, may limit the ability of the Adviser to maximize returns on the CLOs, CDOs and CBOs if an opportunity is identified by the
    collateral manager. In addition, other parties involved in CLOs, CDOs and CBOs, such as credit enhancement providers and investors
    in senior obligations of the CLO, CDO or CBO may have the right to control the activities and discretion of the Adviser in a manner
    that is adverse to the interests of the Fund. A CLO, CDO or CBO generally includes provisions that alter the priority of payments if
    performance metrics related to the underlying collateral, such as interest coverage and minimum overcollateralization, are not
    met.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">These provisions may cause delays
    in payments on the securities or an increase in prepayments depending on the relative priority of the securities owned by the Fund.
    The failure of a CLO, CDO or CBO to make timely payments on a particular tranche may have an adverse effect on the liquidity and
    market value of such tranche.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The value of securities issued
by CLOs, CDOs and CBOs also may change because of, among other things, changes in market value; changes in the market&rsquo;s perception
of the creditworthiness of the servicer of the assets, the originator of an asset in the pool, or the</FONT></P></TD></TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

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<P STYLE="margin: 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">financial institution or fund providing credit support or enhancement; loan performance and prices; broader market sentiment, including
expectations regarding future loan defaults, liquidity conditions and supply and demand for structured products. See &ldquo;Risks&mdash;CLO,
CDO and CBO Risk.&rdquo;&nbsp;</P></TD></TR>
</TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt">The Fund may invest in
    any portion of the capital structure of CLOs (including the subordinated, residual and deep mezzanine debt tranches). Investment
    in the subordinated tranche is subject to special risks. The subordinated tranche does not receive ratings and is considered the
    riskiest portion of the capital structure of a CLO. The subordinated tranche is junior in priority of payment to the more senior
    tranches of the CLO and is subject to certain payment restrictions. As a result, the subordinated tranche bears the bulk of defaults
    from the loans in the CLO. In addition, the subordinated tranche generally has only limited voting rights and generally does not
    benefit from any creditors&rsquo; rights or ability to exercise remedies under the indenture governing the CLO notes. Certain mezzanine
    tranches in which the Fund may invest may also be subject to certain risks similar to risks associated with investment in the subordinated
    tranche.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The subordinated tranche
    is unsecured and ranks behind all of the secured creditors, known or unknown, of the CLO issuer, including the holders of the secured
    notes it has issued. Consequently, to the extent that the value of the issuer&rsquo;s portfolio of loan investments has been reduced
    as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or
    changes in interest rates, the value of the subordinated tranche realized at redemption could be reduced. Accordingly, the subordinated
    tranche may not be paid in full and may be subject to up to 100% loss. The leveraged nature of subordinated notes may magnify the
    adverse impact on the subordinated notes of changes in the market value of the investments held by the issuer, changes in the distributions
    on those investments, defaults and recoveries on those investments, capital gains and losses on those investments, prepayments on
    those investments and availability, prices and interest rates of those investments. Investments in the subordinated tranche of a
    CLO are generally less liquid than CLO debt tranches and subject to extensive transfer restrictions, and there may be no market for
    subordinated notes. Certain mezzanine tranches in which the Fund may invest may also be subject to certain risks similar to risks
    associated with investment in the subordinated tranche. See &ldquo;Risks&mdash; CLO, CDO and CBO Risk&mdash;CLO Subordinated Notes
    Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Risks Associated
with Risk-Linked Securities.</I> RLS are a form of derivative issued by insurance companies and insurance-related special purpose vehicles
that apply securitization techniques to catastrophic property and casualty damages. Unlike other insurable low-severity, high-probability
events (such as auto collision coverage), the insurance risk of which can be diversified by writing large numbers of similar policies,
the holders of a typical RLS are exposed to the risks from high-severity, low-probability events such as that posed by major earthquakes
or hurricanes. RLS represent a method of reinsurance, by which insurance companies transfer their own portfolio risk to other reinsurance
companies and, in the case of RLS, to the capital markets. A typical RLS provides for income and return of capital similar to other fixed-income
investments, but involves full or partial default if losses resulting from a certain catastrophe exceeded a predetermined amount. In
essence, investors invest funds in RLS and if a catastrophe occurs that &ldquo;triggers&rdquo; the RLS, investors may lose some or all
of the capital invested. In the case of an event, the funds are paid to the bond sponsor&mdash;an insurer, reinsurer or corporation&mdash;to
cover losses. In return, the bond sponsors pay interest to investors for this catastrophe protection. RLS can be structured to pay-off
on three types of variables&mdash;insurance-industry catastrophe loss indices, insure-specific catastrophe losses and parametric indices
based on the physical characteristics of catastrophic events. Such variables are difficult to predict or model, and the risk and potential
return profiles of RLS may be difficult to assess. Catastrophe-related RLS have been in use since the 1990s, and the securitization and
risk-transfer aspects of such RLS are beginning to be employed in other insurance and risk-related areas. No active trading market may
exist</FONT></TD></TR>
</TABLE>

<P STYLE="margin: 0"></P>

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<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt">for certain
    RLS, which may impair the ability of the Fund to realize full value in the event of the need to liquidate such assets. See &ldquo;Risks&mdash;Risks
    Associated with Risk-Linked Securities.&rdquo;</FONT></TD></TR>
</TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt"><I>Risks Associated
    with Structured Notes. </I>Investments in structured notes involve risks associated with the issuer of the note and the reference
    instrument. Where the Fund&rsquo;s investments in structured notes are based upon the movement of one or more factors, including
    currency exchange rates, interest rates, referenced bonds and stock indices, depending on the factor used and the use of multipliers
    or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations. Additionally, changes
    in the reference instrument or security may cause the interest rate on the structured note to be reduced to zero, and any further
    changes in the reference instrument may then reduce the principal amount payable on maturity. Structured notes may be less liquid
    than other types of securities and more volatile than the reference instrument or security underlying the note. See &ldquo;Risks&mdash;Risks
    Associated with Structured Notes Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>Senior
                                            Loans Risk. </I>The Fund may invest in senior secured floating rate Loans made to corporations
                                            and other non-governmental entities and issuers (&ldquo;Senior Loans&rdquo;). Senior Loans
                                            typically hold the most senior position in the capital structure of the issuing entity, are
                                            typically secured with specific collateral and typically have a claim on the assets of the
                                            borrower, including stock owned by the borrower in its subsidiaries, that is senior to that
                                            held by junior lien creditors, subordinated debt holders and stockholders of the borrower.
                                            The Fund&rsquo;s investments in Senior Loans are typically below investment grade and are
                                            considered speculative because of the credit risk of the applicable issuer.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">There is less readily-available,
    reliable information about most Senior Loans than is the case for many other types of securities. In addition, there is rarely a
    minimum rating or other independent evaluation of a borrower or its securities, and the Adviser relies primarily on its own evaluation
    of a borrower&rsquo;s credit quality rather than on any available independent sources. As a result, the Fund is particularly dependent
    on the analytical abilities of the Adviser with respect to investments in Senior Loans. The Adviser&rsquo;s judgment about the credit
    quality of a borrower may be wrong.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The risks associated with Senior
    Loans of below-investment grade quality are similar to the risks of other lower grade Income Securities, although Senior Loans are
    typically senior in payment priority and secured on a senior priority basis, in contrast to subordinated and unsecured Income Securities.
    Senior Loans&rsquo; higher priority has historically resulted in generally higher recoveries in the event of a corporate reorganization.
    In addition, because their interest payments are adjusted for changes in short-term interest rates, investments in Senior Loans have
    less interest rate risk than certain other lower grade Income Securities, which may have fixed interest rates. See &ldquo;Risks&mdash;Senior
    Loans Risk.&rdquo;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"></FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Second Lien Loans Risk.
</I>The Fund may invest in &ldquo;second lien&rdquo; secured floating rate Loans made by public and private corporations and other non-governmental
entities and issuers for a variety of purposes (&ldquo;Second Lien Loans&rdquo;). Second Lien Loans are typically second in right of
payment and/or second in right of priority with respect to collateral remedies to one or more Senior Loans of the related borrower. Second
Lien Loans are subject to the same risks associated with investment in Senior Loans and other lower grade Income Securities. However,
Second Lien Loans are second in right of payment and/or second in right of priority with respect to collateral remedies to Senior Loans
and therefore are subject to the additional risk that the cash flow of the borrower and/or the value of any property securing the Loan
may be insufficient to meet scheduled payments or otherwise be available to repay the Loan after giving effect to payments in respect
of a Senior Loan, including payments made with the proceeds of any property securing the Loan and any senior secured obligations of the
borrower. Second Lien Loans are expected to have greater price volatility and exposure to losses upon default than Senior Loans and may
be less liquid. There is also a possibility that originators will not be able</FONT></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">to sell participations
    in Second Lien Loans, which would create greater credit risk exposure. See &ldquo;Risks&mdash;Second Lien Loans Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Subordinated Secured
    Loans Risk. </I>Subordinated secured Loans generally are subject to similar risks as those associated with investment in Senior Loans,
    Second Lien Loans and below investment grade securities. However, such loans may rank lower in right of payment than any outstanding
    Senior Loans, Second Lien Loans or other debt instruments with higher priority of the borrower and therefore are subject to additional
    risk that the cash flow of the borrower and any property securing the loan may be insufficient to meet scheduled payments and repayment
    of principal in the event of default or bankruptcy after giving effect to the higher ranking secured obligations of the borrower.
    Subordinated secured Loans are expected to have greater price volatility than Senior Loans and Second Lien Loans and may be less
    liquid. See &ldquo;Risks&mdash;Subordinated Secured Loans Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Unsecured Loans Risk.
    </I>Unsecured Loans generally are subject to similar risks as those associated with investment in Senior Loans, Second Lien Loans,
    subordinated secured Loans and below investment grade securities. However, because unsecured Loans have lower priority in right of
    payment to any higher ranking obligations of the borrower and are not backed by a security interest in any specific collateral, they
    are subject to additional risk that the cash flow of the borrower and available assets may be insufficient to meet scheduled payments
    and repayment of principal after giving effect to any higher ranking obligations of the borrower. Unsecured Loans are expected to
    have greater price volatility than Senior Loans, Second Lien Loans and subordinated secured Loans and may be less liquid. See &ldquo;Risks&mdash;Unsecured
    Loans Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Loans and Loan Participations
    and Assignments Risk. </I><FONT STYLE="background-color: white">The Fund may invest in loans directly or through participations or
    assignments. </FONT>The Fund may purchase Loans on a direct assignment basis from a participant in the original syndicate of lenders
    or from subsequent assignees of such interests. The Fund may also purchase, without limitation, participations in Loans. The purchaser
    of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the
    credit agreement with respect to the debt obligation; however, the purchaser&rsquo;s rights can be more restricted than those of
    the assigning institution, and, in any event, the Fund may not be able to unilaterally enforce all rights and remedies under the
    loan and with regard to any associated collateral. A participation typically results in a contractual relationship only with the
    institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no
    right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and the Fund may not directly
    benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will
    be exposed to the credit risk of both the borrower and the institution selling the participation. Further, in purchasing participations
    in lending syndicates, the Fund may not be able to conduct the same due diligence on the borrower with respect to a Senior Loan that
    the Fund would otherwise conduct. In addition, as a holder of the participations, the Fund may not have voting rights or inspection
    rights that the Fund would otherwise have if it were investing directly in the Senior Loan, which may result in the Fund being exposed
    to greater credit or fraud risk with respect to the borrower or the Senior Loan. Lenders selling a participation and other persons
    inter-positioned between the lender and the Fund with respect to a participation will likely conduct their principal business activities
    in the banking, finance and financial services industries. Because the Fund may invest in participations, the Fund may be more susceptible
    to economic, political or regulatory occurrences affecting such industries.</FONT></TD></TR>
  </TABLE>

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<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Certain of the loan participations or assignments acquired by
the Fund may involve unfunded commitments of the lenders, revolving credit facilities, delayed draw credit facilities or other investments
under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the Fund
would</P></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">have an obligation to advance
    its portion of such additional borrowings upon the terms specified in the loan documentation. Such an obligation may have the effect
    of requiring the Fund to increase its investment in a company at a time when it might not be desirable to do so (including at a time
    when the company&rsquo;s financial condition makes it unlikely that such amounts will be repaid). These commitments are generally
    subject to the borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. The terms of
    the borrowings and financings subject to commitment are comparable to the terms of other loans and related investments in the Fund&rsquo;s
    portfolio.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Loans are especially vulnerable
    to the financial health, or perceived financial health, of the borrower but are also particularly susceptible to economic and market
    sentiment such that changes in these conditions or the occurrence of other economic or market events may reduce the demand for loans
    and cause their value to decline rapidly and unpredictably. Many loans and loan interests are subject to legal or contractual restrictions
    on transfer, resale or assignment that may limit the ability of the Fund to sell its interest in a loan at an advantageous time or
    price. The resale, or secondary, market for loans is currently growing, but may become more limited or more difficult to access,
    and such changes may be sudden and unpredictable. Transactions in loans are often subject to long settlement periods (in excess of
    the standard T+2 days settlement cycle for most securities and often longer than seven days). As a result, sale proceeds potentially
    will not be available to the Fund to make additional investments or to use proceeds to meet its current obligations. The Fund thus
    is subject to the risk of selling other investments at disadvantageous times or prices or taking other actions necessary to raise
    cash to meet its obligations such as borrowing from a bank or holding additional cash, particularly during periods of unusual market
    or economic conditions or financial stress.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The Fund invests in or is exposed
    to loans and other similar debt obligations that are sometimes referred to as &ldquo;covenant-lite&rdquo; loans or obligations (&ldquo;covenant-lite
    obligations&rdquo;), which are generally subject to more risk than investments that contain traditional financial maintenance covenants
    and financial reporting requirements. The Fund may have fewer rights with respect to covenant-lite obligations, including fewer protections
    against the possibility of default and fewer remedies in the event of default. As a result, investments in (or exposure to) covenant-lite
    obligations are subject to more risk than investments in (or exposure to) certain other types of obligations.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The Fund is subject to other risks
    associated with investments in (or exposure to) loans and other similar obligations, including that such loans or obligations may
    not be considered &ldquo;securities&rdquo; and, as a result, the Fund may not be entitled to rely on the anti-fraud protections under
    the federal securities laws and instead may have to resort to state law and direct claims.</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Mezzanine Investments
    Risk. </I><FONT STYLE="background-color: white">The Fund may invest in certain lower grade securities known as &ldquo;Mezzanine Investments,&rdquo;
    which are subordinated debt securities that are generally issued in private placements in connection with an equity security (e.g.,
    with attached warrants) or may be convertible into equity securities. Mezzanine Investments are subject to the same risks associated
    with investment in Senior Loans, Second Lien Loans and other lower grade Income Securities. However, Mezzanine Investments may rank
    lower in right of payment than any outstanding Senior Loans and Second Lien Loans of the borrower, or may be unsecured (i.e., not
    backed by a security interest in any specific collateral), and are subject to the additional risk that the cash flow of the borrower
    and available assets may be insufficient to meet scheduled payments after giving effect to any higher ranking obligations of the
    borrower. Mezzanine Investments are expected to have greater price volatility and exposure to losses upon default than Senior Loans
    and Second Lien Loans and may be less liquid. </FONT>See &ldquo;Risks&mdash;Mezzanine Investments Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Distressed
    and Defaulted Securities Risk. </I><FONT STYLE="background-color: white">Investments in the securities of financially distressed
    issuers involve substantial risks. These securities may present a substantial risk of default or may be in default at the time of
    investment. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of
    principal or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to a portfolio company,
    the Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment.
    Among the risks inherent in investments in a troubled entity is the fact that it frequently may be difficult to obtain information
    as to the true financial condition of such issuer. The Adviser&rsquo;s judgment about the credit quality of the issuer and the relative
    value and liquidity of its securities may prove to be wrong.</FONT> See &ldquo;Risks&mdash;Distressed and Defaulted Securities Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>Convertible Securities Risk.
    </I><FONT STYLE="background-color: white">Convertible securities, debt or preferred equity securities convertible into, or exchangeable
    for, equity securities, are generally preferred stocks and other securities, including fixed-income securities and warrants that
    are convertible into or exercisable for common stock. Convertible securities generally participate in the appreciation or depreciation
    of the underlying stock into which they are convertible, but to a lesser degree and are subject to the risks associated with debt
    and equity securities, including interest rate, market and issuer risks. For example, if market interest rates rise, the value of
    a convertible security usually falls. Certain convertible securities may combine higher or lower current income with options and
    other features. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life
    of the warrants (generally, two or more years). Convertible securities may be lower-rated securities subject to greater levels of
    credit risk. A convertible security may be converted before it would otherwise be most appropriate, which may have an adverse effect
    on the Fund&rsquo;s ability to achieve its investment objective.</FONT></FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">&ldquo;Synthetic&rdquo; convertible
    securities are selected based on the similarity of their economic characteristics to those of a traditional convertible security
    due to the combination of separate securities that possess the two principal characteristics of a traditional convertible security,
    i.e., an income-producing security (&ldquo;income-producing component&rdquo;) and the right to acquire an equity security (&ldquo;convertible
    component&rdquo;). The income-producing component is achieved by investing in non-convertible, income-producing securities such as
    bonds, preferred stocks and money market instruments, which may be represented by derivative instruments.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt; background-color: white">The convertible
component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise
price, or options on a stock index. A simple example of a synthetic convertible security is the combination of a traditional corporate
bond with a warrant to purchase equity securities of the issuer of the bond. The income-producing and convertible components of a synthetic
convertible security may be issued separately by different issuers and at different times. </FONT><FONT STYLE="font-size: 10pt">See &ldquo;Risks&mdash;Convertible
Securities Risk.&rdquo;&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Preferred Stock Risks. </I>The Fund may invest in preferred stock.
    Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders
    of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Preferred
    stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific and market risks applicable generally
    to equity securities. In addition, a company&rsquo;s preferred stock generally pays dividends (if declared) only after the company makes
    required payments to holders of its bonds and other debt. For this reason, the value of preferred stock will usually react more strongly
    than bonds and other debt to actual or perceived changes in the company&rsquo;s financial condition or prospects.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Preferred stock has properties of both an equity and a debt instrument
    and is generally considered a hybrid instrument. Preferred stock is senior to common stock, but is </P></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">subordinate
to bonds in terms of claims or rights to their share of the assets of the company. Preferred stocks may be significantly less liquid
than many other securities, such as U.S. Government securities, corporate debt and common stock. See &ldquo;Risks&mdash;Preferred Stock
Risk.&rdquo;&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><I>F<FONT STYLE="font-size: 10pt">oreign Securities
    Risk. </FONT></I><FONT STYLE="font-size: 10pt">The Fund may invest up to 20% of its total assets in non-U.S. dollar-denominated Income
    Securities of foreign issuers. Investing in foreign issuers may involve certain risks not typically associated with investing in
    securities of U.S. issuers due to increased exposure to foreign economic, political and legal developments, including favorable or
    unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation or nationalization
    of assets, imposition of withholding taxes on payments, and possible difficulty in obtaining and enforcing judgments against foreign
    entities. Furthermore, issuers of foreign securities and obligations are subject to different, often less comprehensive, accounting,
    reporting and disclosure requirements than domestic issuers. The securities and obligations of some foreign companies and foreign
    markets are less liquid and at times more volatile than comparable U.S. securities, obligations and markets. In addition, such investments
    are subject to other adverse diplomatic investments, which may include the imposition of economic or trade sanctions or other measures
    by the U.S. or other governments and supranational organizations or changes in trade policies.&nbsp;&nbsp;These developments may,
    among other things, limit the ability of the Fund to invest in certain securities or require the disposition of an investment. These
    risks may be more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region
    and to the extent that the Fund invests in securities of issuers in emerging markets. The Fund may also invest in U.S. dollar- denominated
    Income Securities of foreign issuers, which are subject to many of the risks described above regarding Income Securities of foreign
    issuers denominated in foreign currencies. These risks are heightened under the current conditions. See &ldquo;Risks&mdash; Foreign
    Securities Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>Emerging Markets Risk. </I>The Fund may invest up to 10% of its
total assets in Income Securities the issuers of which are located in countries considered to be emerging markets. Investing in securities
in emerging countries generally entails greater risks than investing in securities in developed countries. Securities issued by governments
or issuers in emerging market countries are more likely to have greater exposure to the risks of investing in foreign securities. These
risks are elevated under current conditions and include: (i) less social, political and economic stability and potentially more volatile
currency exchange rates; (ii) the small current size of the markets for such securities, limited access to investments in the event of
market closures (including due to local holidays), and the currently low or nonexistent volume of trading, which result in a lack of
liquidity, in greater price volatility, and/or a higher risk of failed trades or other trading issues; (iii) certain national policies
which may restrict the Fund&rsquo;s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive
to national interests, and trade barriers; (iv) foreign taxation; (v) the absence of developed legal systems, including structures governing
private or foreign investment or allowing for judicial redress (such as limits on rights and remedies available to the Fund) for investment
losses and injury to private property; (vi) lower levels of government regulation, which could lead to market manipulation, and less
extensive and transparent accounting, auditing, recordkeeping, financial reporting and other requirements which limit the quality and
availability of financial information; (vii) high rates of inflation for prolonged periods and rapid interest rate changes; (viii) dependence
on a few key trading partners and sensitivity to adverse political or social events affecting the region where an emerging market is
located compared to developed market securities; and (ix) particular sensitivity to global economic conditions, including adverse effects
stemming from recessions, depressions or other economic crises, or reliance on international or other forms of aid, including trade,
taxation and development policies. Sovereign debt of emerging countries may be in default or present a greater risk of default, the risk
of which</P></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">is heightened given the current conditions.
    These risks are heightened for investments in frontier markets.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The Sub-Adviser has broad discretion
    to identify countries that it considers to qualify as &ldquo;emerging markets.&rdquo;&nbsp; In determining whether a country is an
    emerging market, the Sub-Adviser may take into account specific or general factors that the Sub-Adviser deems to be relevant, including
    interest rates, inflation rates, exchange rates, monetary and fiscal policies, trade and current account balances and/or legal, social
    and political developments, as well as whether the country is considered to be emerging or developing by supranational organizations
    such as the World Bank, the United Nations or other similar entities.&nbsp; Emerging market countries generally will include countries
    with low gross national product per capita and the potential for rapid economic growth and are likely to be located in Africa, Asia,
    the Middle East, Eastern and Central Europe and Central and South America. In addition, the impact of the economic and public health crisis in emerging market countries may be greater due to their generally less
established healthcare systems and capabilities with respect to fiscal and monetary policies, which may exacerbate other pre-existing
political, social and economic risks. See &ldquo;Risks&mdash;Emerging Markets Risk.&rdquo;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Foreign Currency Risk.
    </I>The value of securities denominated or quoted in foreign currencies may be adversely affected by fluctuations in the relative
    currency exchange rates and by exchange control regulations. The Fund&rsquo;s investment performance may be negatively affected by
    a devaluation of a currency in which the Fund&rsquo;s investments are denominated or quoted. Further, the Fund&rsquo;s investment
    performance may be significantly affected, either positively or negatively, by currency exchange rates because the U.S. dollar value
    of securities denominated or quoted in another currency will increase or decrease in response to changes in the value of such currency
    in relation to the U.S. dollar. See &ldquo;Risks&mdash;Foreign Currency Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Sovereign Debt Risk.
    </I>Investments in sovereign debt involve special risks. Foreign governmental issuers of debt or the governmental authorities that
    control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due. In the event of default,
    there may be limited or no legal recourse in that, generally, remedies for defaults must be pursued in the courts of the defaulting
    party. Political conditions, especially a sovereign entity&rsquo;s willingness to meet the terms of its debt obligations, are of
    considerable significance. The ability of a foreign sovereign issuer, especially an emerging market country, to make timely payments
    on its debt obligations will also be strongly influenced by the sovereign issuer&rsquo;s balance of payments, including export performance,
    its access to international credit facilities and investments, fluctuations of interest rates and the extent of its foreign reserves.
    Certain issuers of sovereign debt may be dependent on disbursements from foreign governments, multilateral agencies and others abroad
    to reduce principal and interest arrearages on their debt. Such disbursements may be conditioned upon a debtor&rsquo;s implementation
    of economic reforms and/or economic performance and the timely service of such debtor&rsquo;s obligations. A failure on the part
    of the debtor to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may
    result in the cancellation of such third parties&rsquo; commitments to lend funds to the debtor, which may impair the debtor&rsquo;s
    ability to service its debts on a timely basis. As a holder of sovereign debt, the Fund may be requested to participate in the restructuring
    of such sovereign indebtedness, including the rescheduling of payments and the extension of further loans to debtors, which may adversely
    affect the Fund. &nbsp;See &ldquo;Risks&mdash;Sovereign Debt Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

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<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt"><I>Common
    Equity Securities Risk. </I>The Fund may invest up to 50% of its total assets in Common Equity Securities. An adverse event, such
    as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. Also, the prices of equity
    securities are sensitive to general movements in the stock market, so a drop in the stock market may depress the prices of equity
    securities to which the Fund has exposure. Common Equity Securities&rsquo; prices fluctuate for a number of reasons, including changes
    in investors&rsquo; perceptions of the financial condition of an issuer, the general condition of the relevant stock market, and
    broader domestic and international political and economic events. The prices of Common Equity Securities may also decline due to
    factors which affect a particular industry or industries, such as labor shortages or increased production</FONT></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">costs and
    competitive conditions within an industry. The value of a particular common stock held by the Fund may decline for a number of other
    reasons which directly relate to the issuer, such as management performance, financial leverage, the issuer&rsquo;s historical and
    prospective earnings, the value of its assets and reduced demand for its goods and services. In addition, common stock prices may
    be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. The prices of Common
    Equity Securities are also sensitive to general movements in the stock market, so a drop in the stock market may depress the prices
    of Common Equity Securities to which the Fund has exposure. At times, stock markets can be volatile and stock prices can change substantially
    and suddenly. While broad market measures of Common Equity Securities have historically generated higher average returns than Income
    Securities, Common Equity Securities have also experienced significantly more volatility in those returns. Common Equity Securities
    in which the Fund may invest are structurally subordinated to preferred stock, bonds and other debt instruments in a company&rsquo;s
    capital structure in terms of priority to corporate income and are therefore inherently more risky than preferred stock or debt instruments
    of such issuers. Dividends on Common Equity Securities which the Fund may hold are not fixed but are declared at the discretion of
    the issuer&rsquo;s board of directors. There is no guarantee that the issuers of the Common Equity Securities in which the Fund invests
    will declare dividends in the future or that, if declared, they will remain at current levels or increase over time. See &ldquo;Risks&mdash;Common
    Equity Securities Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Risks Associated with the Fund&rsquo;s Covered Call Option
    Strategy and Put Options. </I><FONT STYLE="background-color: white">The ability of the Fund to achieve its investment objective is
    partially dependent on the successful implementation of its covered call option strategy. There are significant differences between
    the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction
    not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment,
    and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="background-color: white">The Fund may write call
    options on individual securities, securities indices, exchange-traded funds (&ldquo;ETFs&rdquo;) and baskets of securities. The
    buyer of an option acquires the right, but not the obligation, to buy (a call option) or sell (a put option) a certain quantity of a
    security (the underlying security) or instrument, including a futures contract or swap, at a certain price up to a specified point
    in time or on expiration, depending on the terms. The seller or writer of an option is obligated to sell (a call option) or buy (a
    put option) the underlying instrument. A call option is &ldquo;covered&rdquo; if the Fund owns the security or instrument underlying
    the call or has an absolute right to acquire the security or instrument without additional cash consideration (or, if additional
    cash consideration is required under current regulatory requirements, cash or cash equivalents in such amount are segregated by the
    Fund&rsquo;s custodian or earmarked on the Fund&rsquo;s books and records). As a seller of covered call options, the Fund faces the
    risk that it will forgo the opportunity to profit from increases in the market value of the security or instrument covering the call
    option during an option&rsquo;s life. As the Fund writes covered calls over more of its portfolio, its ability to benefit from
    capital appreciation becomes more limited. For certain types of options, the writer of the option will have no control over the time
    when it may be required to fulfill its obligation under the option. </FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="background-color: white">There can be no assurance that
    a liquid market will exist if and when the Fund seeks to close out an option position. Once an option writer has received an exercise
    notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying
    security or instrument at the exercise price.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="background-color: white">The Fund may purchase and
    write exchange-listed and OTC options. Options written by the Fund with respect to non-U.S. securities, indices or sectors and
    other instruments generally will be OTC</FONT></P></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">options. OTC options differ from
    exchange-listed options in several respects. They are transacted directly with the dealers and not with a clearing corporation, and
    therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for
    a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not
    traded on an exchange, pricing is done normally by reference to information from a market maker. OTC options are subject to heightened
    counterparty, credit, liquidity and valuation risks. The Fund&rsquo;s ability to terminate OTC options is more limited than with
    exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations.
    The hours of trading for options may not conform to the hours during which the underlying securities are traded. The Fund&rsquo;s
    options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities
    on which such options are traded.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt; background-color: white">The Fund
    may also purchase and write covered put options. A put option is &ldquo;covered&rdquo; if the Fund segregates cash or cash
    equivalents in an amount equal to the exercise price. As a seller of covered put options, the Fund bears the risk of loss if the
    value of the underlying security or instrument declines below the exercise price minus the put premium. If the option is exercised,
    the Fund could incur a loss if it is required to purchase the security or instrument underlying the put option at a price greater
    than the market price of the security or instrument at the time of exercise plus the put premium the Fund received when it wrote the
    option. The Fund&rsquo;s potential gain in writing a covered put option is limited to distributions earned on the liquid assets
    securing the put option plus the premium received from the purchaser of the put option; however, the Fund risks a loss equal to the
    entire exercise price of the option minus the put premium. </FONT><FONT STYLE="font-size: 10pt">See &ldquo;Risks&mdash;Risks
    Associated with the Fund&rsquo;s Covered Call Option Strategy and Put Options.&rdquo;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Risks of Real Property
    Asset Companies. </I>The Fund may invest in Income Securities and Common Equity Securities issued by Real Property Asset Companies.
    Because of the Fund&rsquo;s ability to make indirect investments in real estate and in the securities of companies in the real estate
    industry, it is subject to risks associated with the direct ownership of real estate, including declines in the value of real estate;
    general and local economic conditions; increased competition; and changes in interest rates. Because of the Fund&rsquo;s ability
    to make indirect investments in natural resources and physical commodities, and in Real Property Asset Companies engaged in oil and
    gas exploration and production, gold and other precious metals, steel and iron ore production, energy services, forest products,
    chemicals, coal, alternative energy sources and environmental services, as well as related transportation companies and equipment
    manufacturers, the Fund is subject to risks associated with such real property assets, including supply and demand risk, depletion
    risk, regulatory risk and commodity pricing risk. See &ldquo;Risks&mdash;Risks of Real Property Asset Companies.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Risks of Personal Property
    Asset Companies. </I>The Fund may invest in Income Securities and Common Equity Securities issued by Personal Property Asset Companies
    which invest in personal property such as special situation transportation assets (e.g., railcars, airplanes and ships) and collectibles
    (e.g., antiques, wine and fine art). The risks of special situation transportation assets include cyclicality of supply and demand
    for transportation assets and risk of decline in the value of transportation assets and rental values. The risks of collectible assets
    include the difficulty in valuing collectible assets, the relative illiquidity of collectible assets, the prospects of forgery or
    the inability to assess the authenticity of collectible assets and the high transaction and related costs of purchasing, selling
    and safekeeping collectible assets. See &ldquo;Risks&mdash;Risks of Personal Property Asset Companies.&rdquo;</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt"><I>Private
    Securities Risk. </I>The Fund may invest in privately issued Income Securities and Common Equity Securities of both private and public
    companies (&ldquo;Private Securities&rdquo;). Private Securities have additional risk considerations than investments in comparable
    public investments. Whenever the Fund invests in companies that do not publicly report</FONT></TD></TR>
</TABLE>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">financial
    and other material information, it assumes a greater degree of investment risk and reliance upon the Sub-Adviser&rsquo;s ability
    to obtain and evaluate applicable information concerning such companies&rsquo; creditworthiness and other investment considerations.
    Certain Private Securities may be illiquid. Because there is often no readily available trading market for Private Securities, the
    Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell them if
    they were more widely traded. Private Securities are also more difficult to value. Valuation may require more research, and elements
    of judgment may play a greater role in the valuation of Private Securities as compared to public securities because there is less
    reliable objective data available. Private Securities that are debt securities generally are of below-investment grade quality, frequently
    are unrated and present many of the same risks as investing in below-investment grade public debt securities. Investing in private
    debt instruments is a highly specialized investment practice that depends more heavily on independent credit analysis than investments
    in other types of obligations. See &ldquo;Risks&mdash;Private Securities Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>Investment Funds Risk. </I>As
    an alternative to holding investments directly, the Fund may also obtain investment exposure to Income Securities and Common Equity
    Securities by investing up to 30% of its total assets in Investment Funds. These investments include open-end funds, closed-end funds,
    exchange-traded funds and business development companies as well as other pooled investment vehicles. Investments in Investment Funds
    present certain special considerations and risks not present in making direct investments in Income Securities and Common Equity
    Securities. Investments in Investment Funds subject the Fund to the risks affecting such Investment Funds and involve operating expenses
    and fees that are in addition to the expenses and fees borne by the Fund. Such expenses and fees attributable to the Fund&rsquo;s
    investment in another Investment Fund are borne indirectly by Common Shareholders. Accordingly, investment in such entities involves
    expenses and fees at both levels. Fees charged by other Investment Funds in which the Fund invests may be similar to the fees charged
    by the Fund and can include asset-based management fees and administrative fees payable to such entities&rsquo; advisers and managers,
    thus resulting in fees at both levels. To the extent management fees of Investment Funds are based on total gross assets, it may
    create an incentive for such entities&rsquo; managers to employ Financial Leverage, thereby adding additional expense and increasing
    volatility and risk (including the Fund's overall exposure to financial leverage risk). Fees payable to advisers and managers of
    Investment Funds may include performance-based incentive fees calculated as a percentage of profits. Such incentive fees directly
    reduce the return that otherwise would have been earned by investors over the applicable period. A performance-based fee arrangement
    may create incentives for an adviser or manager to take greater investment risks in the hope of earning a higher profit participation.
    Investments in Investment Funds frequently expose the Fund to an additional layer of Financial Leverage. Investments in Investment
    Funds expose the Fund to additional management risk. The success of the Fund&rsquo;s investments in Investment Funds will depend
    in large part on the investment skills and implementation abilities of the advisers or managers of such entities. Decisions made
    by the advisers or managers of such entities may cause the Fund to incur losses or to miss profit opportunities. While the Sub-Adviser
    will seek to evaluate managers of Investment Funds and where possible independently evaluate the underlying assets, a substantial
    degree of reliance on such entities&rsquo; managers is nevertheless present with such investments.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">In October 2020, the SEC adopted
    certain regulatory changes and took other actions related to the ability of an investment company to invest in another investment
    company (which, in certain instances, may also limit a fund&rsquo;s ability to invest in certain types of structured finance vehicles).
    These changes and actions may adversely impact the Fund&rsquo;s investment strategies and operations, as well as those of the underlying
    investment vehicles in which the Fund invests or other funds that invest in the Fund. See &ldquo;Risks&mdash;Investment Funds Risk.&rdquo;</FONT></P></TD></TR>
  </TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Synthetic
    Investments Risk. </I>The Fund may be exposed to certain additional risks to the extent the Sub-Adviser uses derivatives as a means
    to synthetically implement the Fund&rsquo;s investment strategies. If the Fund enters into a derivative instrument whereby it agrees
    to receive the return of a security or financial instrument or a basket of securities or financial instruments, it will typically
    contract to receive such returns for a predetermined period of time. During such period, the Fund may not have the ability to increase
    or decrease its exposure. In addition, such customized derivative instruments will likely be highly illiquid, and it is possible
    that the Fund will not be able to terminate such derivative instruments prior to their expiration date or that the penalties associated
    with such a termination might impact the Fund&rsquo;s performance in a material adverse manner. Furthermore, certain derivative instruments
    contain provisions giving the counterparty the right to terminate the contract upon the occurrence of certain events. If a termination
    were to occur, the Fund&rsquo;s return could be adversely affected as it would lose the benefit of the indirect exposure to the reference
    securities and it may incur significant termination expenses. See &ldquo;Risks&mdash;Synthetic Investments Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Inflation/Deflation
    Risk. </I>Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
    decreases the purchasing power and value of money. As inflation increases, the real value of the Common Shares and distributions
    can decline. Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts
    in the domestic or global economy and changes in monetary or economic policies (or expectations that these policies may change),
    and the Fund&rsquo;s investments may not keep pace with inflation, which would adversely affect the Fund. This risk is significantly
    elevated compared to normal conditions because of recent monetary policy measures and the current low interest rate environment.
    In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund&rsquo;s use of
    Financial Leverage would likely increase, which would tend to further reduce returns to Common Shareholders. Deflation risk is the
    risk that prices throughout the economy decline over time&mdash;the opposite of inflation. Deflation may have an adverse effect on
    the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund&rsquo;s
    portfolio. See &ldquo;Risks&mdash;Inflation/Deflation Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Market Discount Risk.
    </I>The Fund&rsquo;s Common Shares have traded both at a premium and at a discount in relation to net asset value. The Fund cannot
    predict whether the Common Shares will trade in the future at a premium or discount to net asset value. The Fund&rsquo;s Common Shares
    have recently traded at a premium to net asset value per share, which may not be sustainable. If the Common Shares are trading at
    a premium to net asset value at the time you purchase Common Shares, the net asset value per share of the Common Shares purchased
    will be less than the purchase price paid. Shares of closed-end investment companies frequently trade at a discount from net asset
    value, but in some cases have traded above net asset value. The risk of the Common Shares trading at a discount is a risk separate
    from the risk of a decline in the Fund&rsquo;s net asset value as a result of the Fund&rsquo;s investment activities. The Fund&rsquo;s
    net asset value will be reduced immediately following an offering of the Common Shares due to the costs of such offering, which will
    be borne entirely by the Fund. The sale of Common Shares by the Fund (or the perception that such sales may occur) may have an adverse
    effect on prices of Common Shares in the secondary market. An increase in the number of Common Shares available may put downward
    pressure on the market price for Common Shares. The Fund may, from time to time, seek the consent of Common Shareholders to permit
    the issuance and sale by the Fund of Common Shares at a price below the Fund&rsquo;s then current net asset value, subject to certain
    conditions, and such sales of Common Shares at price below net asset value, if any, may increase downward pressure on the market
    price for Common Shares. These sales, if any, also might make it more difficult for the Fund to sell additional Common Shares in
    the future at a time and price it deems appropriate.</FONT></TD></TR>
  </TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Whether a
    Common Shareholder will realize a gain or loss upon the sale of Common Shares depends upon whether the market value of the Common
    Shares at the time of sale is above or below the price the Common Shareholder paid, taking into account transaction costs for the
    Common Shares, and is not directly dependent upon the Fund&rsquo;s net asset value. Because the market value of the Common Shares
    will be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and
    other factors outside the Fund&rsquo;s control, the Fund cannot predict whether the Common Shares will trade at, below or above net
    asset value, or at, below or above the public offering price for the Common Shares. Common Shares of the Fund are designed primarily
    for long-term investors; investors in Common Shares should not view the Fund as a vehicle for trading purposes. See &ldquo;Risks&mdash;Market
    Discount Risk.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Dilution Risk. </I>The
    voting power of current Common Shareholders will be diluted to the extent that current Common Shareholders do not purchase Common
    Shares in any future offerings of Common Shares or do not purchase sufficient Common Shares to maintain their percentage interest.
    If the Fund is unable to invest the proceeds of such offering as intended, the Fund&rsquo;s per Common Share distribution may decrease
    and the Fund may not participate in market advances to the same extent as if such proceeds were fully invested as planned. If the
    Fund sells Common Shares at a price below net asset value pursuant to the consent of Common Shareholders, shareholders will experience
    a dilution of the aggregate net asset value per Common Share because the sale price will be less than the Fund&rsquo;s then-current
    net asset value per Common Share. Similarly, were the expenses of the offering to exceed the amount by which the sale price exceeded
    the Fund&rsquo;s then current net asset value per Common Share, shareholders would experience a dilution of the aggregate net asset
    value per Common Share. This dilution will be experienced by all shareholders, irrespective of whether they purchase Common Shares
    in any such offering. See &ldquo;Description of Capital Structure&mdash; Common Shares&mdash; Issuance of Additional Common Shares.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>Financial Leverage and
                                                            Leveraged Transactions Risk. </I>The Fund may seek to enhance the level of its current distributions by utilizing financial leverage
                                                            through the issuance of Preferred Shares, through borrowing or the issuance of commercial paper or other forms of debt, through
                                                            reverse repurchase agreements, dollar rolls or similar transactions, derivatives transactions or through a combination of the
                                                            foregoing (&ldquo;leveraged transactions&rdquo; and collectively &ldquo;Financial Leverage&rdquo;). Although the use of Financial
                                                            Leverage and leveraged transactions by the Fund may create an opportunity for increased after-tax total return for the Common
                                                            Shares, it also results in additional risks and can magnify the effect of any losses. If the income and gains earned on securities
                                                            purchased with Financial Leverage and leveraged transaction proceeds are greater than the cost of Financial Leverage and leveraged
                                                            transactions, the Fund&rsquo;s return will be greater than if Financial Leverage and leveraged transactions had not been used.
                                                            Conversely, if the income or gains from the securities purchased with such proceeds does not cover the cost of Financial Leverage
                                                            and leveraged transactions, the return to the Fund will be less than if Financial Leverage and leveraged transactions had not been
                                                            used. There can be no assurance that a leveraging strategy will be implemented or that it will be successful during any period
                                                            during which it is employed.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Financial Leverage and leveraged
    transactions are speculative techniques that expose the Fund to greater risk and increased costs than if they were not implemented.
    Increases and decreases in the value of the Fund&rsquo;s portfolio will be magnified when the Fund uses Financial Leverage and leveraged
    transactions. As a result, Financial Leverage and leveraged transactions may cause greater changes in the Fund&rsquo;s NAV and returns
    than if Financial Leverage and leveraged transactions had not been used. The Fund will also have to pay interest on its indebtedness,
    if any, which may reduce the Fund&rsquo;s return. This interest expense may be greater than the Fund&rsquo;s return on the underlying
    investment, which would negatively affect the performance of the Fund.</FONT></P></TD></TR>
  </TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Financial
    Leverage and the use of leveraged transactions involve risks and special considerations for shareholders, including the likelihood
    of greater volatility of NAV and market price of and dividends on the Common Shares than a comparable portfolio without leverage;
    the risk that fluctuations in interest rates on Borrowings or in the dividend rate on any Preferred Shares that the Fund must pay
    will reduce the return to the Common Shareholders; and the effect of Financial Leverage and leveraged transactions in a declining
    market, which is likely to cause a greater decline in the NAV of the Common Shares than if the Fund were not leveraged, which may
    result in a greater decline in the market price of the Common Shares.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Because the fees received by the
    Investment Adviser and Sub-Adviser are based on the Managed Assets of the Fund (including the proceeds of any Financial Leverage),
    the Investment Adviser and Sub-Adviser have a financial incentive for the Fund to utilize Financial Leverage, which may create a
    conflict of interest between the Investment Adviser and the Sub-Adviser on the one hand and the Common Shareholders on the other.
    Common Shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds of Financial
    Leverage, which means that Common Shareholders effectively bear the entire advisory fee. In order to manage this conflict of interest,
    the Board will receive regular reports from the Investment Adviser regarding the Fund&rsquo;s use of Financial Leverage and the effect
    of Financial Leverage on the management of the Fund&rsquo;s portfolio and the performance of the Fund.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Borrowings may subject the Fund
    to covenants in credit agreements relating to asset coverage and portfolio composition requirements. Borrowings by the Fund also
    may subject the Fund to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue
    ratings for such indebtedness. Such guidelines may impose asset coverage or portfolio composition requirements that are more stringent
    than those imposed by the 1940 Act. It is not anticipated that these covenants or guidelines will impede the Adviser from managing
    the Fund&rsquo;s portfolio in accordance with the Fund&rsquo;s investment objective and policies.</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Reverse repurchase
    agreements involve the risks that the interest income earned on the investment of the proceeds will be less than the interest
    expense and Fund expenses associated with the repurchase agreement, that the market value of the securities or other assets sold by
    the Fund may decline below the price at which the Fund is obligated to repurchase such securities and that the securities may not be
    returned to the Fund. There is no assurance that reverse repurchase agreements can be successfully employed. In the event of the insolvency of the counterparty to a reverse repurchase agreement, recovery of the securities or other assets sold
by the Fund may be delayed. The
    counterparty&rsquo;s insolvency may result in a loss equal to the amount by which the value of the securities or other assets sold
    by the Fund exceeds the repurchase price payable by the Fund; if the value of the purchased securities or other assets increases
    during such a delay, that loss may also be increased. When the Fund enters into a reverse repurchase agreement, any fluctuations in
    the market value of either the securities or other assets transferred to another party or the securities or other assets in which
    the proceeds may be invested would affect the market value of the Fund&rsquo;s assets. As a result, such transactions may increase
    fluctuations in the net asset value of the Fund&rsquo;s Common Shares.</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The Fund may enter into dollar roll transactions, in which the
    Fund sells a mortgage-backed or other security for settlement on one date and buys back a substantially similar security (but not
    the same security) for settlement at a later date. During the roll period, the Fund gives up the principal and interest payments
    on the security, but may invest the sale proceeds. When the Fund enters into a dollar roll transaction, any fluctuation in the
    market value of the security transferred or the securities in which the sales proceeds are invested can affect the market value of
    the Fund&rsquo;s assets, and therefore, the Fund&rsquo;s NAV. Successful use of dollar rolls may depend upon the Sub-Adviser&rsquo;s
    ability to correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed.
    Dollar roll transactions may sometimes be considered to be the practical equivalent of Borrowing and constitute leverage.
    Dollar roll transactions also involve the risk that the market value of the securities the Fund is</P></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">required to deliver may decline
    below the agreed upon repurchase price of those securities. In addition, in the event that the Fund&rsquo;s counterparty becomes
    insolvent or otherwise unable or unwilling to perform its obligations, the Fund&rsquo;s use of the proceeds may become restricted
    pending a determination as to whether to enforce the Fund&rsquo;s obligation to purchase the substantially similar securities.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The Fund may engage in certain
    derivatives transactions that have economic characteristics similar to leverage. Under current regulatory requirements, to the extent
    the terms of any such transaction obligate the Fund to make payments, to mitigate leveraging risk and otherwise comply with regulatory
    requirements, the Fund must segregate or earmark liquid assets to meet its obligations under, or otherwise cover, the transactions
    that may give rise to this risk. Securities so segregated or designated as &ldquo;cover&rdquo; will be unavailable for sale by the
    Sub-Adviser (unless replaced by other securities qualifying for segregation or cover requirements), which may adversely affect the
    ability of the Fund to pursue its investment objective.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The Fund may have Financial
    Leverage and leveraged transactions outstanding during a short-term period during which such Financial Leverage and leveraged
    transactions may not be beneficial to the Fund if the Adviser believes that the long-term benefits to Common Shareholders of such
    Financial Leverage and leveraged transactions would outweigh the costs and portfolio disruptions associated with redeeming and
    reissuing or closing out and reopening such Financial Leverage and leveraged transactions. However, there can be no assurance that
    the Adviser&rsquo;s judgment in weighing such costs and benefits will be correct.</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Recent economic and market
    events have contributed to severe market volatility at times and caused severe liquidity strains in the credit markets during some
    periods. If dislocations in the credit markets continue, the Fund&rsquo;s leverage costs may increase and there is a risk that the
    Fund may not be able to renew or replace existing leverage on favorable terms or at all. If the cost of leverage is no longer favorable,
    or if the Fund is otherwise required to reduce its leverage, the Fund may not be able to maintain distributions on Common Shares
    at historical levels and Common Shareholders will bear any costs associated with selling portfolio securities.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">The Fund&rsquo;s total
    Financial Leverage and leveraged transactions may vary significantly over time. To the extent the Fund increases its amount of Financial
    Leverage and leveraged transactions outstanding, it will be more exposed to these risks. The Fund may also be exposed to the risks
    associated with Financial Leverage through its investments in Investment Funds. See &ldquo;Risks&mdash; Leverage and Leveraged Transactions
    Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Derivatives Transactions Risk. </I></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U></U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>Derivatives Transactions Risk in General</U>. In addition to the covered
call option strategy described above, the Fund may, but is not required to, utilize other derivatives, including futures contracts, swaps
transactions and other strategic transactions to seek to earn income, facilitate portfolio management and mitigate risks. Participation
in derivatives markets transactions involves investment risks and transaction costs to which the Fund would not be subject absent the
use of these strategies (other than its covered call writing strategy). Certain derivatives transactions that involve leverage can result
in losses that greatly exceed the amount originally invested. Derivatives transactions utilizing instruments denominated in foreign currencies
will expose the Fund to foreign currency risk. Derivatives transactions involve risks of mispricing or improper valuation, and the documentation
governing a derivative instrument or transaction may be unfavorable or ambiguous. Derivatives transactions may involve commissions and
other costs, which may increase the Fund&rsquo;s expenses and reduce its return. Various legislative and regulatory initiatives may impact
the availability, liquidity and cost of derivative instruments, limit or restrict the ability of the Fund to use certain derivative instruments
or transact with certain counterparties as a part of its investment strategy, increase the costs of using derivative instruments or make
derivative instruments less effective. In connection with certain derivatives transactions, under current regulatory requirements, to
the extent the terms of any such transaction obligate the Fund to make payments, the Fund may be required to segregate liquid assets or
otherwise cover such transactions. The Fund also may be required to deposit amounts as premiums or to be held in margin accounts. Such
amounts may not otherwise be available to the Fund for investment purposes. The Fund may earn a lower return on its portfolio than it
might otherwise earn if it did not have to segregate assets in respect of, or otherwise cover, its derivatives transactions positions.
To the extent the Fund&rsquo;s assets are segregated or committed as cover, it could limit the Fund&rsquo;s investment flexibility. Segregating
assets and covering positions will not limit or offset losses on related positions. Participation in derivatives market transactions involves
investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies. The skills necessary
to successfully execute derivatives strategies may be different from those for more traditional portfolio management techniques, and if
the Sub-Adviser is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in
some cases may be unlimited. Additional risks inherent in the use of derivatives include:</P>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U></U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    </FONT>dependence on the Sub-Adviser&rsquo;s ability to predict correctly movements in the direction of interest rates, securities prices
    or other underlying instruments;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    </FONT>imperfect correlation between the value of such instruments and the underlying assets;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    </FONT>the fact that skills needed to use these strategies are different from those needed to select portfolio securities;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"></P></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    </FONT>the possible absence of a liquid secondary market for any particular instrument at any time;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>the possible need to defer closing out certain hedged positions to avoid adverse tax consequences;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>the possible inability of the Fund to purchase or sell a security at a time that otherwise would be favorable for it to do so;
and</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>the creditworthiness and possible default of counterparties.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><U>Futures Transactions Risk</U>. The Fund may invest in futures
    contracts and options on futures contracts. Futures and options on futures entail certain risks, including but not limited to the following:</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    </FONT>no assurance that futures contracts or options on futures can be offset at favorable prices;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>possible reduction of the return of the Fund due to their use for hedging;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>possible reduction in value of both the securities hedged and the hedging instrument;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>possible lack of liquidity, trading restrictions or limitations that may be imposed by an exchange, and the potential that government regulations may restrict trading</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>imperfect correlation between the contracts and the securities being hedged; and</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>losses from investing in futures transactions that are potentially unlimited and the segregation requirements for such transactions.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 34.7pt; text-indent: -0.25in">&nbsp;</P></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><U>Risks Associated with Swaps</U><I>.
    </I>The Fund may enter into swap transactions, including credit default swaps, total return swaps, index swaps, currency swaps, commodity
    swaps and interest rate swaps, as well as options thereon, and may purchase or sell interest rate caps, floors and collars. The Fund
    may utilize swap agreements in an attempt to gain exposure to certain securities without purchasing those securities, which is speculative,
    or to hedge a position.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Risks associated with the use
    of swap agreements are different from those associated with ordinary portfolio securities transactions, largely due to the fact they
    could be considered illiquid and many swaps currently trade on the OTC market. If the Sub-Adviser is incorrect in its forecasts of
    market values, interest rates or currency exchange rates, the investment performance of the Fund may be less favorable than it would
    have been if these investment techniques were not used. Such transactions are subject to market risk, risk of default by the other
    party to the transaction and risk of imperfect correlation between the value of such instruments and the underlying assets and may
    involve commissions or other costs. Swaps generally do not involve the delivery of securities, other underlying assets or principal.
    Accordingly, the risk of loss with respect to swaps generally is limited to the net amount of payments that the Fund is contractually
    obligated to make, or in the case of the other party to a swap defaulting, the net amount of payments that the Fund is contractually
    entitled to receive. Swaps are subject to valuation, liquidity and leveraging risks and could result in substantial losses to the
    Fund.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Swaps may effectively
    add leverage to the Fund&rsquo;s portfolio because the Fund would be subject to investment exposure on the full notional amount of
    the swap. Swaps are subject to the risk that a counterparty will default on its payment obligations to the Fund thereunder.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Certain standardized swaps are
    subject to mandatory exchange trading and central clearing. While exchange trading and central clearing are intended to reduce
    counterparty credit risk and increase liquidity, they do not make swap transactions risk-free. Additionally, the Commodity Futures
    Trading Commission (&ldquo;CFTC&rdquo;) and other applicable regulators have adopted rules imposing certain margin requirements,
    including minimums, on OTC swaps, which may result in the Fund and its counterparties posting higher margin amounts for OTC swaps,
    which could increase the cost of swap transactions to the Fund and impose added operational complexity. The Dodd-Frank Act and
    related regulatory developments require the clearing and exchange-trading of many OTC derivative instruments that the CFTC and the
    SEC have defined as &ldquo;swaps.&rdquo; Mandatory exchange-trading and clearing are occurring on a phased-in basis based on the
    type of market participant and CFTC approval of contracts for central clearing. In addition, the CFTC in October 2020 adopted
    amendments to its position limits rules that establish certain new and amended position limits for 25 specified physical commodity
    futures and related options contracts traded on exchanges, other futures contracts and related options directly or indirectly linked
    to such 25 specified contracts, and any OTC transactions that are economically equivalent to the 25 specified contracts. Further
    regulatory developments in the swap market may adversely impact the swap market generally or the Fund&rsquo;s ability to use swaps.
    See &ldquo;Risks&mdash;Derivatives Transactions Risk&mdash;Risks Associated with Swaps.&rdquo;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><U>Counterparty Risk</U>
    The Fund will be subject to risk with respect to the counterparties to the derivative contracts entered into by the Fund. If a counterparty
    becomes bankrupt or defaults on or otherwise fails to perform its payment or other obligations to the Fund, the Fund may not receive the full amount that it is entitled to receive or may experience
    delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, or if exercising
    contractual rights involves delays or costs for the Fund, the value of your shares in the Fund may decrease.&nbsp;&nbsp;The Fund
    bears the risk that counterparties may be adversely affected by legislative or regulatory changes, adverse market conditions (such
    as the current conditions), increased competition, and/or wide scale credit losses resulting from financial difficulties of the counterparties&rsquo;
    other trading partners or borrowers.</FONT></TD></TR>
  </TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Portfolio
    Turnover Risk. </I>The Fund&rsquo;s annual portfolio turnover rate may vary greatly from year to year. Portfolio turnover rate is
    not considered a limiting factor in the execution of investment decisions for the Fund. A higher portfolio turnover rate results
    in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. High portfolio turnover
    may result in an increased realization of net short-term capital gains by the Fund which, when distributed to Common Shareholders,
    will be taxable as ordinary income. Additionally, in a declining market, portfolio turnover may create realized capital losses. See
    &ldquo;Risks&mdash;Portfolio Turnover Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>U.S. Government Securities
    Risk. </I>Different types of U.S. government securities have different relative levels of credit risk depending on the nature of
    the particular government support for that security. U.S. government securities may be supported by: (i) the full faith and credit
    of the United States government; (ii) the ability of the issuer to borrow from the U.S. Treasury; (iii) the credit of the issuing
    agency, instrumentality or government-sponsored entity (&ldquo;GSE&rdquo;); (iv) pools of assets (e.g., mortgage-backed securities);
    or (v) the United States in some other way. The U.S. government and its agencies and instrumentalities do not guarantee the market
    value of their securities, which may fluctuate in value and are subject to investment risks, and certain U.S. government securities
    may not be backed by the full faith and credit of the United States government. Any downgrades of the U.S. credit rating could increase
    volatility in both stock and bond markets, result in higher interest rates and higher Treasury yields and increase the costs of all
    debt generally. The value of U.S. government obligations may be adversely affected by changes in interest rates. It is possible that
    the issuers of some U.S. government securities will not have the funds to timely meet their payment obligations in the future and
    there is a risk of default. For certain agency and GSE issued securities, there is no guarantee the U.S. government will support
    the agency or GSE if it is unable to meet its obligations. . See &ldquo;Risks&mdash;U.S. Government Securities Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>UK Departure from EU
    (&ldquo;Brexit&rdquo;) Risk. </I>On January 31, 2020, the United Kingdom officially withdrew from the European Union (&ldquo;EU&rdquo;)
    and the two sides entered into a transition period, during which period EU law continued to apply in the UK. The transition period
    ended on December 31, 2020. On December 30, 2020, the UK and the EU signed an agreement on the terms governing certain aspects of
    the EU&rsquo;s and the United Kingdom&rsquo;s relationship following the end of the transition period, the EU-UK Trade and Cooperation
    Agreement (the &ldquo;TCA&rdquo;). Notwithstanding the TCA, there is likely to be considerable uncertainty as to the UK&rsquo;s post-transition
    framework, and in particular as to the arrangements which will apply to the UK&rsquo;s relationships with the EU and with other countries,
    which is likely to continue to develop and could result in increased volatility and illiquidity and potentially lower economic growth.
    The political divisions surrounding Brexit within the United Kingdom, as well as those between the UK and the EU, may also have a
    destabilizing impact on the economy and currency of the United Kingdom and the EU. Any further exits from member states of the EU,
    or the possibility of such exits, would likely cause additional market disruption globally and introduce new legal and regulatory
    uncertainties.</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt">In addition
    to the effects on the Fund&rsquo;s investments in European issuers, the unavoidable uncertainties and events related to Brexit could
    negatively affect the value and liquidity of the Fund&rsquo;s other investments, increase taxes and costs of business and cause volatility
    in currency exchange rates and interest rates. Brexit could adversely affect the performance of contracts in existence at the date
    of Brexit and European, UK or worldwide political, regulatory, economic or market conditions and could contribute to instability
    in political institutions, regulatory agencies and financial markets. Brexit could also lead to legal uncertainty and politically
    divergent national laws and regulations as a new relationship between the UK and EU is defined and as the UK determines which EU
    laws to replace or replicate. In addition, Brexit could lead to further disintegration of the EU and related political stresses (including
    those related to sentiment against cross border capital movements and activities of investors like the Fund), prejudice to financial </FONT></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">services businesses
    that are conducting business in the EU and which are based in the UK, legal uncertainty regarding achievement of compliance with
    applicable financial and commercial laws and regulations in view of the expected steps to be taken pursuant to or in contemplation
    of Brexit. Any of these effects of Brexit, and others that cannot be anticipated, could adversely affect the Fund&rsquo;s business,
    results of operations and financial condition. See &ldquo;Risks&mdash;UK Departure from EU (&ldquo;Brexit&rdquo;) Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Redenomination Risk.
    </I>The result of Brexit, the progression of the European debt crisis and the possibility of one or more Eurozone countries exiting
    the European Monetary Union (&ldquo;EMU&rdquo;), or even the collapse of the euro as a common currency, has created significant volatility
    in currency and financial markets generally. The effects of the collapse of the euro, or of the exit of one or more countries from
    the EMU, on the U.S. and global economies and securities markets are impossible to predict and any such events could have a significant
    adverse impact on the value and risk profile of the Fund&rsquo;s portfolio. Any partial or complete dissolution of the EMU could
    have significant adverse effects on currency and financial markets, and on the values of the Fund&rsquo;s portfolio investments.
    If one or more EMU countries were to stop using the euro as its primary currency, the Fund&rsquo;s investments in such countries
    may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline significantly
    and unpredictably. In addition, securities or other investments that are redenominated may be subject to foreign currency risk, liquidity
    risk and valuation risk to a greater extent than similar investments currently denominated in euros. To the extent a currency used
    for redenomination purposes is not specified in respect of certain EMU-related investments, or should the euro cease to be used entirely,
    the currency in which such investments are denominated may be unclear, making such investments particularly difficult to value or
    dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of the denomination
    or value of such securities. See &ldquo;Risks&mdash;Redenomination Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Legislation and Regulation
    Risk.</I> At any time after the date hereof, U.S. and non-U.S. governmental agencies and other regulators may implement additional
    regulations and legislators may pass new laws that affect the investments held by the Fund, the strategies used by the Fund or the
    level of regulation or taxation applying to the Fund (such as regulations related to investments in derivatives and other transactions).
    These regulations and laws impact the investment strategies, performance, costs and operations of the Fund, as well as the way investments
    in, and shareholders of, the Fund are taxed. See &ldquo;Risks&mdash;Legislation and Regulation Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>LIBOR Replacement Risk. </I>The terms of many investments, financings
    or other transactions in the U.S. and globally have been historically tied to interbank reference rates (referred to collectively as the
    &ldquo;London Interbank Offered Rate&rdquo; or &ldquo;LIBOR&rdquo;), which function as a reference rate or benchmark for such investments,
    financings or other transactions. LIBOR may be a significant factor in determining payment obligations under derivatives transactions,
    the cost of financing of Fund investments or the value or return on certain other Fund investments. As a result, LIBOR may be relevant
    to, and directly affect, the Fund&rsquo;s performance.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">On July 27, 2017, the Chief Executive of the Financial Conduct
Authority (&ldquo;FCA&rdquo;), the United Kingdom&rsquo;s financial regulatory body and regulator of LIBOR, announced that after 2021
it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR due to the absence of an active market
for interbank unsecured lending and other reasons. On March 5, 2021, the FCA and the LIBOR administrator announced that most tenors and
settings of LIBOR will be officially discontinued on December 31, 2021 and the most widely used U.S. dollar LIBOR tenors will be discontinued
on June 30, 2023 and that such LIBOR rates will no longer be sufficiently robust to be representative of their underlying markets around
that time. Various financial industry groups have begun planning for that transition and certain regulators and industry groups have
taken actions to establish alternative reference rates (e.g., the</P></TD></TR>
</TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Secured Overnight Financing Rate,
    which measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities
    and is intended to replace U.S. dollar LIBOR with certain adjustments). However, there are challenges to converting contracts and
    transactions to a new benchmark and neither the full effects of the transition process nor its ultimate outcome is known.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The transition process might lead
    to increased volatility and illiquidity in markets for instruments with terms tied to LIBOR. It could also lead to a reduction in
    the interest rates on, and the value of, some LIBOR-based investments and reduce the effectiveness of hedges mitigating risk in connection
    with LIBOR-based investments. Although some LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available
    by providing for an alternative rate-setting methodology or increased costs for certain LIBOR-related instruments or financing transactions,
    others may not have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative
    methodologies. Instruments that include robust fallback provisions to facilitate the transition from LIBOR to an alternative reference
    rate may also include adjustments that do not adequately compensate the holder for the different characteristics of the alternative
    reference rate. The result may be that the fallback provision results in a value transfer from one party to the instrument to the
    counterparty. Additionally, because such provisions may differ across instruments (e.g., hedges versus cash positions hedged), LIBOR&rsquo;s
    cessation may give rise to basis risk and render hedges less effective. As the usefulness of LIBOR as a benchmark could deteriorate
    during the transition period, these effects and related adverse conditions could occur prior to the end of some LIBOR tenors in 2021
    or the remaining LIBOR tenors in mid-2023. There also remains uncertainty and risk regarding the willingness and ability of issuers
    to include enhanced provisions in new and existing contracts or instruments. The effect of any changes to, or discontinuation of,
    LIBOR on the Fund will vary depending, among other things, on (1) existing fallback or termination provisions in individual contracts
    and the possible renegotiation of existing contracts and (2) whether, how, and when industry participants develop and adopt new reference
    rates and fallbacks for both legacy and new products and instruments. Fund investments may also be tied to other interbank offered
    rates and currencies, which also will face similar issues. In many cases, in the event that an instrument falls back to an alternative
    reference rate, including the Secured Overnight Financing Rate (&ldquo;SOFR&rdquo;), the alternative reference rate will not perform
    the same as LIBOR because the alternative reference rates do not include a credit sensitive component in the calculation of the rate.
    The alternative reference rates are generally secured by U.S. treasury securities and will reflect the performance of the market
    for U.S. treasury securities and not the inter-bank lending markets. In the event of a credit crisis, floating rate instruments using
    alternative reference rates could therefore perform differently than those instruments using a rate indexed to the inter-bank lending
    market.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The state of New York recently
    adopted legislation that would require LIBOR-based contracts that do not include a fallback to a rate other than LIBOR or an inter-bank
    quotation poll to use a SOFR-based rate plus a spread adjustment. Pending legislation in the U.S. Congress may also affect the transition
    of LIBOR-based instruments as well by permitting trustees and calculation agents to transition instruments with no LIBOR transition
    language to an alternative reference rate selected by such agents. The New York statute and the federal legislative proposal includes
    safe harbors from liability, which may limit the recourse the Fund may have if the alternative reference rate does not fully compensate
    the Fund for the transition of an instrument from LIBOR. If enacted, the federal legislation may also preempt the New York statue, which may create uncertainty to the extent a party has sought to rely on the New York statute to select a replacement benchmark
    rate.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">These developments could negatively
affect financial markets in general and present heightened risks, including with respect to the Fund&rsquo;s investments. As a result
of this</FONT></P></TD></TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="margin: 0"></P>

<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">uncertainty
and developments relating to the transition process, the Fund and its investments may be adversely affected. See &ldquo;Risks&mdash;LIBOR
Replacement Risk.&rdquo;</P></TD></TR>
</TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 78%"><FONT STYLE="font-size: 10pt"><I>Recent
    Market Developments Risk. </I>Periods of market volatility remain, and may continue to occur in the future, in response to various
    political, social, economic and public health events both within and outside of the United States. These conditions have resulted
    in, and in many cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price
    transparency, with certain securities remaining illiquid and of uncertain value. Such market conditions may adversely affect the
    Fund, including by making valuation of some of the Fund&rsquo;s securities uncertain and/or result in sudden and significant valuation
    increases or declines in the Fund&rsquo;s holdings. If there is a significant decline in the value of the Fund&rsquo;s portfolio,
    this may impact the asset coverage levels for the Fund&rsquo;s outstanding leverage.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Risks
                                            resulting from any future debt or other economic or public health crisis could also have
                                            a detrimental impact on the global economic recovery, the financial condition of financial
                                            institutions and the Fund&rsquo;s business, financial condition and results of operation.
                                            Market and economic disruptions have affected, and may in the future affect, consumer confidence
                                            levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer
                                            debt and home prices, among other factors. To the extent uncertainty regarding the U.S. or
                                            global economy negatively impacts consumer confidence and consumer credit factors, the Fund&rsquo;s
                                            business, financial condition and results of operations could be significantly and adversely
                                            affected. Downgrades to the credit ratings of major banks could result in increased borrowing
                                            costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve
                                            policy, including with respect to certain interest rates, may also adversely affect the value,
                                            volatility and liquidity of dividend- and interest-paying securities. Market volatility,
                                            rising interest rates and/or unfavorable economic conditions could impair the Fund&rsquo;s
                                            ability to achieve its investment objective.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">The outbreak of COVID-19 and the
current recovery underway has caused disruption to consumer demand and economic output and supply chains. There are still travel restrictions
and quarantines, and adverse impacts on local and global economies. As with other serious economic disruptions, governmental authorities
and regulators have in the past responded (and may in the future respond to similar crises) to this crisis with significant fiscal and
monetary policy changes, including by providing direct capital infusions into companies, introducing new monetary programs and considerably
lowering interest rates, which, in some cases resulted in negative interest rates and higher inflation. These actions, including their
possible unexpected or sudden reversal or potential ineffectiveness, could further increase volatility in securities and other financial
markets, reduce market liquidity, continue to cause higher inflation, heighten investor uncertainty and adversely affect the value of
the Fund&rsquo;s investments and the performance of the Fund. See &ldquo;Risks&mdash;Recent Market Developments Risk.&rdquo;&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt"><I>Increasing Government and other
    Public Debt Risk.</I> Government and other public debt, including municipal obligations in which the Fund may invest, can be adversely
    affected by large and sudden changes in local and global economic conditions that result in increased debt levels. Although high
    levels of government and other public debt do not necessarily indicate or cause economic problems, high levels of debt may create
    certain systemic risks if sound debt management practices are not implemented. A high debt level may increase market pressures to
    meet an issuer&rsquo;s funding needs, which may increase borrowing costs and cause a government or public or municipal entity to
    issue additional debt, thereby increasing the risk of refinancing. A high debt level also raises concerns that the issuer may be
    unable or unwilling to repay the principal or interest on its debt, which may adversely impact instruments held by the Fund that
    rely on such payments. Extraordinary governmental and quasigovernmental responses to the current economic, market, labor and public
    health conditions are significantly increasing government and other public debt, which heighten these risks and the long term consequences
    of these actions are not known. Unsustainable debt levels can decline the</FONT></P></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">valuation of currencies, and can
    prevent a government from implementing effective counter-cyclical fiscal policy during economic downturns or can lead to increases
    in inflation or generate or contribute to an economic downturn. See &ldquo;Risks&mdash;Increasing Government and other Public Debt
    Risk.&rdquo;</FONT></P>
    <P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt; font-weight: normal"><I>Municipal
    Securities Risk</I>. Municipal securities are subject to a variety of risks, including credit, interest, prepayment, liquidity, and
    valuation risks. In addition, municipal securities can be adversely affected by (i) unfavorable legislative, political or other developments
    or events, including natural disasters and public health conditions, and (ii) changes in the economic and fiscal conditions of issuers
    of municipal securities or the federal government (in cases where it provides financial support to such issuers). Municipal securities
    may be fully or partially backed by the taxing authority or revenue of a local government, the credit of a private issuer, or the
    current or anticipated revenues from a specific project, which may be adversely affected as a result of economic and public health
    conditions. Certain sectors of the municipal bond market have special risks that can affect them more significantly than the market
    as a whole. Because many municipal instruments are issued to finance similar projects (such as education, health care, transportation
    and utilities), conditions in these industries can significantly affect the overall municipal market. Municipal securities that are
    insured may be adversely affected by developments relevant to that particular insurer, or more general developments relevant to the
    market as a whole. Municipal securities can be difficult to value and be less liquid than other investments, which may affect performance.
    See &ldquo;Risks</FONT><FONT STYLE="font-size: 10pt">&mdash; <FONT STYLE="font-weight: normal">Municipal Securities Risk.</FONT></FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>When-Issued and Delayed
    Delivery Transactions Risk. </I>Securities purchased on a when-issued or delayed delivery basis may expose the Fund to counterparty
    risk of default as well as the risk that securities may experience fluctuations in value prior to their actual delivery. The Fund
    generally will not accrue income with respect to a when-issued or delayed delivery security prior to its stated delivery date.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Purchasing securities
    on a when-issued or delayed delivery basis can involve the additional risk that the price or yield available in the market when the
    delivery takes place may not be as favorable as that obtained in the transaction itself. See &ldquo;Risks&mdash;When-Issued and Delayed
    Delivery Transactions Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Short Sales Risk. </I>The
    Fund may make short sales of securities. Short selling a security involves selling a borrowed security with the expectation that the
    value of that security will decline, so that the security may be purchased at a lower price when returning the borrowed security. If
    the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed
    security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be
    decreased, and any loss will be increased, by the transaction costs incurred by the Fund, including the costs associated with
    providing collateral to the broker-dealer (usually cash and liquid securities) and the maintenance of collateral with its custodian.
    Although the Fund&rsquo;s gain is limited to the price at which it sold the security short, its potential loss is theoretically
    unlimited and is greater than a direct investment in the security itself because the price of the borrowed or reference security may
    rise. The Fund may not always be able to close out a short position at a particular time or at an acceptable price. A lender may
    request that borrowed securities be returned to it on short notice, and the Fund may have to buy the borrowed securities at an
    unfavorable price, resulting in a loss. The Fund may have to pay a premium to borrow the securities and must pay any dividends or
    interest payable on the securities until they are replaced, which will be expenses of the Fund. Short sales also subject the Fund to
    risks related to the lender (such as bankruptcy risks) or the general risk that the lender does not comply with its obligations.
    Government actions also may affect the Fund&rsquo;s ability to engage in short selling. The use of physical short sales is typically
    more expensive than gaining short exposure through derivatives. See &ldquo;Risks&mdash;Short Sales Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Repurchase
    Agreement Risk. </I>In the event of the insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price
    owed to the Fund may be delayed. Such an insolvency may result in a loss to the extent that the value of the purchased securities
    or other assets decreases during the delay or that value has otherwise not been maintained at an amount equal to the repurchase price.
    The credit, liquidity and other risks associated with repurchase agreements are magnified to the extent a repurchase agreement is
    secured by collateral other than cash, government securities or liquid securities or instruments issued by an issuer that has an
    exceptionally strong credit quality. The Fund may accept a wide variety of underlying securities as collateral for repurchase agreements
    entered into by the Fund. See &ldquo;Risks&mdash;Repurchase Agreement Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Securities Lending
    Risk. </I>The Fund may lend its portfolio securities to banks or dealers which meet the creditworthiness standards established by
    the Board of Trustees. Securities lending is subject to the risk that loaned securities may not be available to the Fund on a timely
    basis and the Fund may therefore lose the opportunity to sell the securities at a desirable price. Any loss in the market price of
    securities loaned by the Fund that occurs during the term of the loan would be borne by the Fund and would adversely affect the Fund&rsquo;s
    performance. Also, there may be delays in recovery, or no recovery, of securities loaned or even a loss of rights in the collateral
    should the borrower</FONT></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">of the securities
    fail financially while the loan is outstanding. See &ldquo;Risks&mdash;Securities Lending Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Risk of Failure to
    Qualify as a RIC. </I>To qualify for the favorable U.S. federal income tax treatment generally accorded to RICs, the Fund must, among
    other things, derive in each taxable year at least 90% of its gross income from certain prescribed sources, meet certain asset diversification
    tests and distribute for each taxable year at least 90% of its &ldquo;investment company taxable income&rdquo; (generally, ordinary
    income plus the excess, if any, of net short-term capital gain over net long-term capital loss). If for any taxable year the Fund
    does not qualify as a RIC, all of its taxable income for that year (including its net capital gain) would be subject to tax at regular
    corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends
    to the extent of the Fund&rsquo;s current and accumulated earnings and profits. See &ldquo;Risks&mdash;Risk of Failure to Qualify
    as a RIC.&rdquo;</FONT></TD></TR>
  </TABLE>

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    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt; width: 22%">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 78%">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Conflicts of Interest Risk. </I>Guggenheim Partners is a global
    asset management and investment advisory organization. Guggenheim Partners and its affiliates advise clients in various markets and transactions
    and purchase, sell, hold and recommend a broad array of investments for their own accounts and the accounts of clients and of their personnel
    and the relationships and products they sponsor, manage and advise. Accordingly, Guggenheim Partners and its affiliates may have direct
    and indirect interests in a variety of global markets and the securities of issuers in which the Fund may directly or indirectly invest.
    These interests may cause the Fund to be subject to regulatory limits, and in certain circumstances, these various activities may prevent
    the Fund from participating in an investment decision.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">An investment in the Fund is subject to a number of actual or potential
    conflicts of interest. For example, the Adviser and its affiliates are engaged in a variety of business activities that are unrelated
    to managing the Fund, which may give rise to actual, potential or perceived conflicts of interest in connection with making investment
    decisions for the Fund. As a result, activities and dealings of Guggenheim Partners and its affiliates may affect the Fund in ways that
    may disadvantage or restrict the Fund or be deemed to benefit Guggenheim Partners and its affiliates. From time to time, conflicts of
    interest may arise between a portfolio manager&rsquo;s management of the investments of the Fund on the one hand and the management of
    other registered investment companies, pooled investment vehicles and other accounts (collectively, &ldquo;other accounts&rdquo;) on the
    other. The other accounts might have similar investment objectives or strategies as the Fund or otherwise hold, purchase, or sell securities
    that are eligible to be held, purchased or sold by the Fund. In certain circumstances, and subject to its fiduciary obligations under
    the Investment Advisers Act of 1940 (the &ldquo;Advisers Act&rdquo;) and the requirements of the 1940 Act, the Adviser may have to allocate
    a limited investment opportunity among its clients. The other accounts might also have different investment objectives or strategies than
    the Fund. In addition, the Fund may be limited in its ability to invest in, or hold securities of, any companies that the Adviser or its
    affiliates (or other accounts managed by the Adviser or its affiliates) control, or companies in which the Adviser or its affiliates have
    interests or with whom they do business. For example, affiliates of the Adviser may act as underwriter, lead agent or administrative agent
    for loans or otherwise participate in the market for loans. Because of limitations imposed by applicable law, the presence of the Adviser&rsquo;s
    affiliates in the markets for loans may restrict the Fund&rsquo;s ability to acquire some loans or affect the timing or price of such
    acquisitions. To address these conflicts, the Fund and Guggenheim Partners and its affiliates have established various policies and procedures
    that are reasonably designed to detect and prevent such conflicts and prevent the Fund from being disadvantaged.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0 0">There can be no guarantee that these policies and procedures will
    be successful in every instance. For additional information about potential conflicts of interest, and the way in which the Adviser and
    its affiliates address such conflicts, please see &ldquo;Management of the </P></TD></TR>
</TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 10pt">Fund&mdash;Potential Conflicts
    of Interest&rdquo; in the SAI. See &ldquo;Risks&mdash;Conflicts of Interest Risk.&rdquo;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Market Disruption and
    Geopolitical Risk. </I>The Fund does not know and cannot predict how long securities markets may be affected by geopolitical events
    and the effects of these and similar events in the future on the U.S. economy and securities markets. The Fund may be adversely affected
    by abrogation of international agreements and national laws which have created the market instruments in which the Fund may invest,
    failure of the designated national and international authorities to enforce compliance with the same laws and agreements, failure
    of local, national and international organization to carry out their duties prescribed to them under the relevant agreements, revisions
    of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions of the same laws and agreements.
    The Fund may be adversely affected by uncertainties such as terrorism, international political developments, and changes in government
    policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in
    the laws and regulations of the countries in which it is invested and the risks associated with financial, economic, public health,
    labor and other global market developments and disruptions. See &ldquo;Risks&mdash;Market Disruption and Geopolitical Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Technology Risk. </I>As
    the use of Internet technology has become more prevalent, the Fund and its service providers and markets generally have become more
    susceptible to potential operational risks related to intentional and unintentional events that may cause the Fund or a service provider
    to lose proprietary information, suffer data corruption or lose operational capacity. There can be no guarantee that any risk management
    systems established by the Fund, its service providers, or issuers of the securities in which the Fund invests to reduce technology
    and cyber security risks will succeed, and the Fund cannot control such systems put in place by service providers, issuers or other
    third parties whose operations may affect the Fund. See &ldquo;Risks&mdash;Technology Risk.&rdquo;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><I>Cyber Security, Market Disruptions and Operational
    Risk. </I>As in other parts of the economy, the Fund and its service providers, as well as exchanges and market participants through
    or with which the Fund trades and exchanges on which its shares trade and other infrastructures and services on which the Fund or
    its service providers rely, are susceptible to ongoing risks related to cyber incidents and the risks associated with financial,
    economic, public health, labor and other global market developments and disruptions. Cyber incidents, which can be perpetrated by
    a variety of means, may result in actual or potential adverse consequences for critical information and communications technology,
    systems and networks that are vital to the operations of the Fund or its service providers. A cyber incident or sudden market disruption
    could adversely impact the Fund, its service providers or its shareholders by, among other things, interfering with the processing
    of shareholder transactions or other operational functionality, impacting the Fund&rsquo;s ability to calculate its NAV or other
    data, causing the release of private or confidential information, impeding trading, causing reputational damage, and subjecting the
    Fund to fines, penalties or financial losses or otherwise adversely affecting the operations, systems and activities of the Fund,
    its service providers and market intermediaries. These types of adverse consequences could also result from other operational disruptions
    or failures arising from, for example, processing errors, human errors, and other technological issues. In each case, the Fund&rsquo;s
    ability to calculate its NAV correctly, in a timely manner or process trades or Fund transactions may be adversely affected, including
    over a potentially extended period. The Fund and its service providers may directly bear these risks and related costs. The Fund
    and its service providers are continuing to experience the impacts of quarantines and similar measures being enacted by governments
    in response to COVID-19, which have obstructed the regular functioning of business workforces (including requiring employees to work
    from external locations and their homes). Accordingly, the risks described above are heightened under current conditions. See &ldquo;Risks&mdash;
    Cyber Security, Market Disruptions and Operational Risk.&rdquo;</FONT></TD></TR>
  </TABLE>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 22%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><B>Anti-Takeover Provisions in the Fund&rsquo;s Governing Documents</B></TD>
    <TD STYLE="width: 78%; padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">The Fund&rsquo;s Amended Restated Agreement and Declaration of Trust and Bylaws (collectively, the &ldquo;Governing Documents&rdquo;) include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to an open-end fund. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares. See &ldquo;Anti-Takeover and Other Provisions in the Fund&rsquo;s Governing Documents&rdquo; and &ldquo;Risks&mdash;Anti- Takeover Provisions.&rdquo;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt"><B>Administrator, Custodian, Transfer Agent and Dividend Disbursing Agent</B></TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">The Bank of New York Mellon serves as the custodian of the Fund&rsquo;s assets pursuant to a custody agreement. Under the custody agreement, the custodian holds the Fund&rsquo;s assets in compliance with the 1940 Act. For its services, the custodian will receive a monthly fee based upon, among other things, the average value of the total assets of the Fund, plus certain charges for securities transactions.</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">Computershare Inc. serves as the Fund&rsquo;s dividend disbursing agent, transfer agent and registrar with respect to the Common Shares of the Fund, and Computershare Trust Company, N.A. serves as agent under the Fund&rsquo;s Dividend Reinvestment Plan (the &ldquo;Plan Agent&rdquo;).</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">MUFG Investor Services (US) LLC (&ldquo;MUFG&rdquo;) serves as the Fund&rsquo;s administrator. Pursuant to an administration agreement with the Fund, MUFG provides certain administrative, bookkeeping and accounting services to the Fund. MUFG also provides certain fund accounting services to the Fund pursuant to a fund accounting agreement.</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 6pt; padding-left: 5.75pt">&nbsp;</TD></TR>
  </TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="text-transform: uppercase"><B>&nbsp;</B></FONT></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-transform: uppercase; text-align: center">Summary of Fund
Expenses</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following table contains information
about the costs and expenses that Common Shareholders will bear directly or indirectly. The table is based on the capital structure of
the Fund as of May 31, 2021 (except as noted below). The purpose of the table and the example below is to help you understand the fees
and expenses that you, as a Common Shareholder, would bear directly or indirectly. Additional information regarding the costs and fees
and expenses that you, as a Common Shareholder, would bear directly or indirectly is available in the section of the Prospectus entitled
&ldquo;Supplemental Summary of Fund Expenses.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 71%; padding-right: 5.75pt; padding-left: 5.75pt"><B>Shareholder Transaction Expenses</B></TD>
    <TD STYLE="text-align: right; width: 20%; padding-right: 5.75pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 9%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-indent: 9pt">Sales load (as a percentage of offering price)</TD>
    <TD STYLE="text-align: right; padding-right: 5.75pt; padding-left: 43pt"><FONT STYLE="background-color: #CCEEFF">&mdash;</FONT></TD>
    <TD><SUP>(</SUP><SUP>1)</SUP></TD></TR>
  <TR STYLE="vertical-align: top; background-color: white">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-indent: 9pt">Offering expenses borne by the Fund (as a percentage of offering price)</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;0.60%</TD>
    <TD><SUP>(1),(2)</SUP></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-indent: 9pt">Dividend Reinvestment Plan fees<FONT STYLE="font-size: 10pt"><SUP>(3)</SUP></FONT></TD>
    <TD STYLE="text-align: right; padding-right: 5.75pt; padding-left: 5.75pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None</TD>
    <TD>&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 60%; padding-right: 5.75pt; padding-left: 5.75pt"><B>Annual Expenses</B></TD>
    <TD STYLE="width: 40%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Percentage of Average Net Assets Attributable to Common Shares<FONT STYLE="font-size: 10pt"><SUP>(4)</SUP></FONT></B></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">Management fee<FONT STYLE="font-size: 10pt"><SUP>(5)</SUP></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">1.36%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">Interest expense<FONT STYLE="font-size: 10pt"><SUP>(6)</SUP></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">0.28%</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">Acquired fund fees and expenses<SUP>(7)</SUP></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">0.09%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">Other expenses<FONT STYLE="font-size: 10pt"><SUP>(8)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">0.19%</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">Total annual expenses<SUP>(9)</SUP></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">1.92%</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">______________________</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(1)</FONT></TD><TD>If Common Shares to which this Prospectus relates are sold to or through underwriters, the Prospectus Supplement will set forth any
applicable sales load and the estimated offering expenses borne by the Fund.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(2)</FONT></TD><TD>The Adviser has incurred on behalf of the Fund all costs associated with the Fund&rsquo;s registration statement and any offerings
pursuant to such registration statement. The Fund has agreed, in connection with offerings under this registration statement, to reimburse
the Adviser for offering expenses incurred by the Adviser on the Fund&rsquo;s behalf in an amount up to the lesser of the Fund&rsquo;s
actual offering costs or 0.60% of the total offering price of the Common Shares sold in such offerings. Amounts in excess of 0.60% of
the total offering price of shares sold pursuant to this registration statement will not be subject to recoupment from the Fund. The expense
limitation agreement will be in effect for the life of the registration statement with respect to all Common Shares sold pursuant to the
registration statement and may only be terminated by the Board of Trustees of the Fund.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(3)</FONT></TD><TD>You will pay brokerage charges if you direct the Plan Agent to sell your Common Shares held in a dividend reinvestment account. See
&ldquo;Dividend Reinvestment Plan.&rdquo;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(4)</FONT></TD><TD>Based upon average net assets applicable to Common Shares during the year ended May 31, 2021.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(5)</FONT></TD><TD>The Fund pays the Investment Adviser a fee, payable monthly in arrears at an annual rate equal to 1.00% of the Fund&rsquo;s average
daily Managed Assets (as defined herein). <FONT STYLE="background-color: white">The fee shown above is based upon outstanding Financial
Leverage of 29.9% of the Fund&rsquo;s Managed Assets. If Financial Leverage of more than 29.9% of the Fund&rsquo;s Managed Assets is used,
the management fees shown would be higher.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(6)</FONT></TD><TD><FONT STYLE="background-color: white">Includes interest expense on borrowings under the Fund&rsquo;s committed facility agreement
and reverse repurchase agreements, based on the Fund&rsquo;s outstanding Financial Leverage as of May 31, 2021.</FONT> The Fund has entered
into a committed facility agreement pursuant to which it may borrow up to $80 million. As of May 31, 2021, outstanding Borrowings under
the Fund&rsquo;s committed facility agreement were $38.5 million, which represented approximately 3.1% of the Fund&rsquo;s Managed Assets
as of such date. In addition, as of May 31, 2021 the Fund had reverse repurchase agreements outstanding representing Financial Leverage
equal to approximately 26.8% of the Fund&rsquo;s Managed Assets. As of May 31, 2021, the Fund&rsquo;s total Financial Leverage represented
approximately 29.9% of the Fund&rsquo;s Managed Assets. The cost of Financial Leverage, including the portion of the investment advisory
fee attributable to the assets purchased with the proceeds of Financial Leverage, is borne by Common Shareholders. The actual amount of
interest payments on borrowed funds and interest expense on reverse repurchase agreements borne by the Fund will vary over time in accordance
with the level of the Fund&rsquo;s use of Borrowings and reverse repurchase agreements and variations in market interest rates.</TD></TR></TABLE>


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<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(7)</FONT></TD><TD>Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year, reflecting the fees and expenses borne
by the Fund as an investor in other investment companies during the most recently completed fiscal year and the expected investment of
the proceeds of this offering.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(8)</FONT></TD><TD>Other expenses are estimated based upon those incurred during the fiscal year ended May 31, 2021.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(9)</FONT></TD><TD>The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense ratios in the Fund&rsquo;s financial highlights
and financial statements because the financial highlights and financial statements reflect only the operating expenses of the Fund and
do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in
certain underlying investment companies.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0">Example</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As required by relevant SEC regulations, the
following Example illustrates the expenses that you would pay on a $1,000 investment in Common Shares, assuming (1) &ldquo;Total annual
expenses&rdquo; of 1.92% of net assets attributable to Common Shares and (2) a 5% annual return*:</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 56%; padding-right: 5.75pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>1 Year</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>3 Years</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>5 Years</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>10 Years</B></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">Total Expenses Incurred<FONT STYLE="font-size: 10pt"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$20</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$60<B></B></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$104<B></B></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$225 <B></B></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt">______________________</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">*</TD><TD><B>The Example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than
those assumed. Moreover, the Fund&rsquo;s actual rate of return may be higher or lower than the hypothetical 5% return shown in the Example.</B>
The Example assumes that all dividends and distributions are reinvested at net asset value.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.4in; text-indent: 0in">Assuming the Fund does not utilize Financial
Leverage, the estimated total expenses incurred for the 1, 3, 5 and 10 year period would be $17, $52, $89 and $194, respectively.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(1)</FONT></TD><TD>The example above does not include sales loads or estimated offering costs. In connection with an offering of Common Shares, the Prospectus
Supplement will set forth an Example including sales load and estimated offering costs.<BR STYLE="clear: both">
</TD></TR></TABLE>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-transform: uppercase; text-align: center">Financial Highlights</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The financial highlights table is intended to
help you understand the Fund&rsquo;s financial performance. The information in this table for the fiscal year ended 2021, 2020, 2019,
2018 and 2017 is derived from the Fund&rsquo;s financial statements and has been audited by Ernst &amp; Young LLP, independent registered
public accounting firm for the Fund. The Fund&rsquo;s audited financial statements appearing in the Fund&rsquo;s annual report to shareholders
for the year ended May 31, 2021, including the report of Ernst &amp; Young LLP thereon, including accompanying notes thereto, are incorporated
by reference in the SAI.&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 8in; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 45%; padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Per share data</B></FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right"><P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2021</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right"><P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2020</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right"><P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2019</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right"><P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2018</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right"><P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2017</B></FONT></P></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 1.5pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Net asset value, beginning of period</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$15.29</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$17.91</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$19.12</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$19.78</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$17.50</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Income from investment operations</B></FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Net investment income<SUP>(a)</SUP></FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.95 </FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.89 </FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.97</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.23</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.61</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 1.5pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Net gain (loss) on investments (realized and unrealized)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">3.00
</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.32)
</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.01</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.30</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">2.86</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 1.5pt; padding-left: 20pt"><FONT STYLE="font-size: 10pt">Total from investment operations</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">3.95
</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.43)
</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.98</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.53</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">4.47</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Distributions to Common Shareholders</B></FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">From and in excess of net investment income</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.97)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.86)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.12)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.01)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.18)</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Return of capital</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.22)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.33)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.91)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 1.5pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Capital gains</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.16)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.18)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.01)</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 1.5pt; padding-left: 20.15pt"><FONT STYLE="font-size: 10pt">Total distributions</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.19)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.19)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.19)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.19)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.19)</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 2.25pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Net asset value, end of period</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$17.05</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$15.29</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">17.91</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">19.12</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">19.78</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-bottom: 2.25pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Market value, end of period</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$20.90</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$16.20</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">19.96</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">21.29</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">20.94</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Total investment return<SUP>(b)</SUP></B></FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Net asset value</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">27.20%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.79)%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">5.43%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">8.02%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">26.76%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Market value</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">45.59%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(7.96)%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">4.94%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">13.31%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">33.33%</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Ratios and supplemental data</B></FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Net assets, end of period (in thousands)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$878,041</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$648,892</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$641,825</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$530,250</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$410,465</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Ratios to average net assets applicable to</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Common Shares:</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Total expenses, including interest expense<SUP>(c)</SUP>, <SUP>(d)</SUP></FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font: 10pt Arial, Helvetica, Sans-Serif; background-color: white">1.83</FONT><FONT STYLE="font-size: 10pt">%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.21%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.17%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.52%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">2.35%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Net investment income, including interest expense</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">5.72%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">5.29%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">5.26%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">6.27%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">8.55%</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Portfolio turnover</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">64%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">41%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">38%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">48%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">41%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Senior Indebtedness</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Borrowings &ndash; committed facility agreement (in thousands)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$38,501 </FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$19,300</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">N/A</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">N/A</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$16,705</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">Asset coverage per $1,000 of borrowings<SUP>(e)</SUP></FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$23,806 </FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$34,621</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">N/A</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">N/A</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$25,571</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 6pt 0 6pt 20pt"><I>(footnotes on following page)</I></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 8in; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 45%; padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Per share data</B></FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended<BR> May 31, 2016</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2015</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2014</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2013</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; width: 11%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2012</B></FONT></P></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Net asset value, beginning of period</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$19.61</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$20.56</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$20.95</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$19.00</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$20.11</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Income from investment operations</B></FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">&#9;Net investment income <SUP>(a)</SUP></FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.40</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.28</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.44</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.68</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.80</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">&#9;Net gain (loss) on investments &#9;</FONT></P>
                                                            <P STYLE="margin-left: 20pt; margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">(realized and unrealized)</FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.33)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.05)</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.35</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">2.22</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.06)</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 20pt"><FONT STYLE="font-size: 10pt">&#9;Total from investment operations</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.07</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.23</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">1.79</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">3.90</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.74</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Distributions to Common Shareholders</B></FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&#9;From and in excess of net investment <BR>
&#9;income</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.82)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.42)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.82)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.78)</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.85)</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&#9;Return of capital</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">&#9;Capital gains</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.36)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.76)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.36)</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(0.17)</FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">&mdash;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 30pt"><FONT STYLE="font-size: 10pt">&#9;Total distributions</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.18)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.18)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(2.18)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.95)</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">(1.85)</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Net asset value, end of period</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">17.50</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">19.61</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">20.56</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">20.95</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">19.00</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Market value, end of period</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">17.61</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">21.21</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">21.83</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">21.91</FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">21.08</FONT></TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: top; padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt"><B>Total investment return<SUP>(b)</SUP></B></FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 3.25pt; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">&#9;Net asset value</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">0.80%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">6.39%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">9.20%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">21.37%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">4.09%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">&#9;Market value</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">-6.07%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">8.08%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">10.71%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">14.10%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">3.81%</FONT></TD></TR>
  </TABLE>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 8in; border-collapse: collapse">
<TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; width: 45%"><FONT STYLE="font-size: 10pt"><B>Per share data</B></FONT></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center; width: 11%"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended<BR> May 31, 2016</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center; width: 11%"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2015</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center; width: 11%"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2014</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center; width: 11%"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2013</B></FONT></P></TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center; width: 11%"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>For the Year</B></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ended <BR> May 31, 2012</B></FONT></P></TD></TR>

<TR STYLE="vertical-align: top">
    <TD STYLE="width: 45%; padding-right: 5.75pt; padding-left: 5.75pt"><P STYLE="margin-top: 0; margin-bottom: 0"></P>
                                                                        <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Ratios and supplemental data</B></FONT></P></TD>
    <TD STYLE="width: 11%; padding-right: 5.75pt; padding-left: 5.75pt">&nbsp;</TD>
    <TD STYLE="width: 11%; padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="width: 11%; padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="width: 11%; padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="width: 11%; padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Net assets, end of period (in thousands)</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$310,246</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$342,988</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$318,001</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$286,471</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$207,346</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Ratios to average net assets applicable to</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Common Shares:</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">&#9;Total expenses, including interest <BR>
&#9;expense<SUP>(c)</SUP>, <SUP>(d)</SUP></FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">2.38%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">2.16%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">2.28%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">2.47%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">2.55%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">&#9;Net investment income, including <BR>
&#9;interest expense</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">7.79%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">6.44%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">7.07%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">8.30%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">9.45%</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Portfolio turnover</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">116%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">86%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">95%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">165%</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">112%</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><FONT STYLE="font-size: 10pt">Senior Indebtedness</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">&#9;Borrowings &ndash; committed facility <BR>
&#9;agreements (in thousands)</FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$9,355</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$45,489</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$60,789</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$56,099</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$30,599</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 10pt"><FONT STYLE="font-size: 10pt">&#9;Asset coverage per $1,000 of <BR>
&#9;borrowings<SUP>(e)</SUP></FONT></TD>
    <TD STYLE="padding-right: 3.25pt; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$34,164</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$8,540</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$6,231</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$6,107</FONT></TD>
    <TD STYLE="padding-right: 0.1in; padding-left: 5.75pt; text-align: right"><FONT STYLE="font-size: 10pt">$7,776</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(a)</FONT></TD><TD>Based on average shares outstanding.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(b)</FONT></TD><TD>Total investment return is calculated assuming a purchase of a Common Share at the beginning of the period and a sale on the last
day of the period reported either at net asset value (&ldquo;NAV&rdquo;) or market price per share. Dividends and distributions are assumed
to be reinvested at NAV for NAV returns or the prices obtained under the Fund&rsquo;s Dividend Reinvestment Plan for market value returns.
Total investment return does not reflect brokerage commissions. A return calculated for a period of less than one year is not annualized.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(c)</FONT></TD><TD>The ratios of total expenses to average net assets applicable to common shares do not reflect fees and expenses incurred
                                                                                                indirectly by the Fund as a result of its investment in shares of other investment companies. If these fees were included in the
                                                                                                expense ratios, the expense ratios would increase by 0.09%, 0.08%, 0.00%*, 0.00%*, 0.00%*, 0.02%, 0.03%, 0.03%, 0.05% and 0.04% for
                                                                                                the years ended May 31, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013 and 2012, respectively.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(d)</FONT></TD><TD>Excluding interest expense, the operating expense ratios for the periods ended May 31 would be:</TD></TR></TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2021</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2020</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2019</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2018</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2017</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2016</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2015</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2014</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2013</I></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 10%; padding-right: 5.75pt; padding-left: 5.75pt"><I>2012</I></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.55%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.17%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.15%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.33%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.62%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.74%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.72%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.78%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.81%</I></TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt"><I>1.78%</I></TD></TR>
  </TABLE>
<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 6pt; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">(e)</FONT></TD><TD>Calculated by subtracting the Fund&rsquo;s total liabilities (not including the borrowings) from the Fund&rsquo;s total assets and
dividing by the borrowings.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in"><FONT STYLE="font-size: 10pt">*</FONT></TD><TD><FONT STYLE="background-color: white">Less than 0.01%</FONT></TD></TR></TABLE>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="text-transform: uppercase"><B>&nbsp;</B></FONT></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-transform: uppercase; text-align: center">Senior Securities
and Other Financial Leverage</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following table sets forth information
about the Fund&rsquo;s outstanding Borrowings-committed facility agreements and reverse repurchase agreements as of the end of the
last ten fiscal years. The information in this table for the fiscal years ended 2021, 2020, 2019, 2018 and 2017 has been audited by
Ernst &amp; Young LLP, independent registered public accounting firm. The Fund&rsquo;s audited financial statements appearing in the
Fund&rsquo;s annual report to shareholders for the year ended May 31, 2021, including the report of Ernst &amp; Young LLP thereon,
including accompanying notes thereto, are incorporated by reference in the SAI.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 8in; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; text-align: center"><B>Class and Fiscal Period End</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: center"><B>Total Principal Amount Outstanding</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: center"><B>Asset Coverage Per $1,000 of Borrowings</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: center"><B>Involuntary Liquidating Preference Per Unit</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: center"><B>Average Market Value Per Unit</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="6" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white"><B>Borrowings &ndash; Committed Facility Agreement</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May
    31, 2021 </FONT></TD>
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$38,500,690</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$23,806</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2020</FONT></TD>
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$19,300,000</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$34,621</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2019</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$&mdash;</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$&mdash;</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2018</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$&mdash;</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$&mdash;</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2017</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$16,704,955</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$25,571</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2016</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$ 9,354,955</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$34,164</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2015</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$45,488,955</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$8,540</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2014</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$60,788,955</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$6,231</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2013</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$56,098,955</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$6,107</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2012</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$30,598,955</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$7,776</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="6" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white"><B>Reverse Repurchase Agreements(1)</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2021</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$335,327,511</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">&nbsp;N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">&nbsp;N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">&nbsp;N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2020</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$42,445,822</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">&nbsp;N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">&nbsp;N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">&nbsp;N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2019</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$&mdash;</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2018</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$1,610,022</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2017</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$91,424,819</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2016</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$130,570,046</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2015</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$114,758,163</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2014</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$75,641,024</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2013</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$59,473,742</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 0pt; padding-left: 0pt"><FONT STYLE="background-color: white">May 31, 2012</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">$53,243,041</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A(1)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; text-align: center"><FONT STYLE="background-color: white">N/A</FONT></TD></TR>
  <TR>
    <TD STYLE="width: 19%">&nbsp;</TD>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 24%">&nbsp;</TD>
    <TD STYLE="width: 21%">&nbsp;</TD>
    <TD STYLE="width: 19%">&nbsp;</TD>
    <TD STYLE="width: 16%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">(1)</TD><TD>As a result of the Fund having earmarked or segregated cash or liquid securities to collateralize the transactions or otherwise
                                                           having covered the transactions, in accordance with current regulatory requirements under the releases and interpretive letters
                                                           issued by the SEC and its staff, the Fund does not treat its obligations under such transactions as senior securities representing
                                                           indebtedness for purposes of the 1940 Act.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: -0.5in">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="text-transform: uppercase"><B>&nbsp;</B></FONT></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-transform: uppercase; text-align: center">The Fund</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Guggenheim Strategic Opportunities Fund (the
&ldquo;Fund&rdquo;) is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as
amended (the &ldquo;1940 Act&rdquo;) that commenced operations on July 26, 2007. The Fund was organized as a statutory trust on November
13, 2006, pursuant to a Certificate of Trust, and is governed by the laws of the State of Delaware. Its principal office is located at
227 West Monroe Street, Chicago, Illinois 60606, and its telephone number is (312) 827-0100.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Guggenheim Funds Investment Advisors, LLC (the
&ldquo;Investment Adviser&rdquo;) serves as the Fund&rsquo;s investment adviser and is responsible for the management of the Fund. Guggenheim
Partners Investment Management, LLC (the &ldquo;Sub-Adviser&rdquo;) is responsible for the management of the Fund&rsquo;s portfolio of
securities. Each of the Investment Adviser and the Sub-Adviser are wholly-owned subsidiaries of Guggenheim Partners, LLC (&ldquo;Guggenheim
Partners&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Shareholders approved the mergers of Guggenheim Enhanced Equity Income
Fund and Guggenheim Credit Allocation Fund, each a closed-end fund, with and into the Fund. Subject to the satisfaction of certain customary
closing conditions, such mergers are expected to be effective with the open of the New York Stock Exchange on October 25, 2021. Shareholders of Guggenheim Enhanced Equity Income Fund and Guggenheim Credit Allocation Fund will receive newly issued common shares of the Fund, the aggregate net asset value (not the market value) of which will equal the aggregate net asset value of their common shares held immediately prior to such mergers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Except as otherwise noted, all percentage limitations
set forth in this Prospectus apply immediately after a purchase or initial investment and any subsequent change in any applicable percentage
resulting from market fluctuations does not require any action.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Use of Proceeds</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Unless otherwise specified in a supplement to
this Prospectus (each a &ldquo;Prospectus Supplement&rdquo;), the Fund intends to invest the net proceeds of an offering of Common Shares
in accordance with its investment objective and policies as stated herein. It is currently anticipated that the Fund will be able to invest
substantially all of the net proceeds of an offering of Common Shares in accordance with its investment objective and policies within
three months after the completion of such offering. Pending such investment, it is anticipated that the proceeds will be invested in U.S.
government securities or high quality, short-term money market securities. The Fund may also use the proceeds for working capital purposes,
including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to issue Common Shares
primarily for this purpose.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Market and Net
Asset Value Information</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s currently outstanding Common
Shares are, and the Common Shares offered by this Prospectus, will be, subject to notice of issuance, listed on the New York Stock Exchange
(the &ldquo;NYSE&rdquo;). The Fund&rsquo;s Common Shares commenced trading on the NYSE on July 27, 2007.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Common Shares have traded both at a premium
and at a discount in relation to the Fund&rsquo;s net asset value per share. Although the Common Shares recently have traded at a premium
to net asset value, there can be no assurance that this will continue after the offering nor that the Common Shares will not trade at
a discount in the future. Shares of closed-end investment companies frequently trade at a discount to net asset value. The Fund&rsquo;s
net asset value may be reduced immediately following an offering of the Common Shares due to the costs of such offering, which will be
borne entirely by the Fund. The sale of Common Shares by the Fund (or the perception that such sales may occur) may have an adverse effect
on prices of Common Shares in the secondary market. An increase in the number of Common Shares available may put downward pressure on
the market price for Common Shares. See &ldquo;Risks&mdash;Market Discount Risk.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following table sets forth, for each of the
periods indicated, the high and low closing market prices for the Common Shares on the NYSE, as well as the net asset value per Common
Share and the premium or discount to net asset value per Common Share at which the Common Shares were trading on the date of the high
and low closing prices. The Fund calculates its net asset value as of the close of business, usually 4:00 p.m. Eastern Time, every day
on which the NYSE is open. See &ldquo;Net Asset Value&rdquo; for information as to the determination of the Fund&rsquo;s net asset value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0in">&nbsp;</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD ROWSPAN="2" STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><B>During Quarter Ended</B></TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Market Price</B></TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>NAV per Common<BR>
Share on Date of Market<BR>
Price High and Low<FONT STYLE="font-size: 10pt"><SUP>(1)</SUP></FONT></B></TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Premium/(Discount) on<BR>
Date of Market Price</B><BR>
<B>High and Low<FONT STYLE="font-size: 10pt"><SUP>(2)</SUP></FONT></B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>High</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Low</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>High</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Low</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>High</B></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Low</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; width: 27%; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">August 31, 2021</TD>
    <TD STYLE="border-right: Black 1pt solid; width: 12%; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$21.98</TD>
    <TD STYLE="border-right: Black 1pt solid; width: 12%; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$20.92</TD>
    <TD STYLE="border-right: Black 1pt solid; width: 12%; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.21</TD>
    <TD STYLE="border-right: Black 1pt solid; width: 13%; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.98</TD>
    <TD STYLE="border-right: Black 1pt solid; width: 12%; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">27.72%</TD>
    <TD STYLE="border-right: Black 1pt solid; width: 12%; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">23.20%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">May 31, 2021</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$21.95</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$19.24</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.10</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.94</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">28.36%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">13.58%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">February 28, 2021</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$21.10</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$18.77</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.43</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.69</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">21.06%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">12.46%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">November 30, 2020</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$18.64</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.48</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.68</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.03</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">11.75%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">9.05%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">August 31, 2020</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$18.46</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.48</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.15</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$15.44</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">14.30%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">6.74%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">May 31, 2020</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$18.01</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$11.82</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.00</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$15.25</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">5.94%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">(22.49)%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">February 29, 2020</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$19.47</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.08</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.14</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.91</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">13.59%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">1.01%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">November 30, 2019</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$19.77</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$18.56</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.63</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.46</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">12.14%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">6.30%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt">August 31, 2019</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$20.88</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$19.51</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.81</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.60</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">17.24%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">10.85%</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(1)</TD><TD>Based on the Fund&rsquo;s computations.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(2)</TD><TD>Calculated based on the information presented. Percentages are rounded.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The last reported sale price, net asset value
per Common Share and percentage premium to net asset value per Common Share on September 7, 2021 was $ 21.34, $17.10 and 24.80%, respectively.
The Fund cannot predict whether its Common Shares will trade in the future at a premium to or discount from net asset value, or the level
of any premium or discount. Shares of closed-end investment companies frequently trade at a discount from net asset value. The Fund&rsquo;s
Common Shares have in the past traded below their net asset value. As of September 7, 2021, 54,220,052 Common Shares of the Fund were
outstanding.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Investment Objective
and Policies</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Investment Objective</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s investment objective is to maximize
total return through a combination of current income and capital appreciation. The Fund&rsquo;s investment objective is considered fundamental
and may not be changed without the approval of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.
The Fund cannot ensure investors that it will achieve its investment objective.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Investment Philosophy and Investment Process</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will pursue a relative value-based investment
philosophy, which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between securities that deviate
from their perceived fair value and/or historical norms. The Sub-Adviser seeks to combine a credit managed fixed-income portfolio with
access to a diversified pool of alternative investments and equity strategies. The Fund&rsquo;s investment philosophy is predicated upon
the belief that thorough research and independent thought are rewarded with performance that has the potential to outperform benchmark
indexes with both lower volatility and lower correlation of returns as compared to such benchmark indexes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Sub-Adviser&rsquo;s analysis of a fixed-income
security&rsquo;s credit quality is comprised of multiple elements, including, but not limited to: (i) sector analysis, including regulatory
developments and sector health, (ii) collateral, business, and counterparty risk, which includes payment history, collateral performance,
and borrower credit profile, (iii) structural analysis, which includes securitization structure review and forms of credit enhancement,
and (iv) stress analysis, including historical collateral performance during extreme market stress and identifying tail risks. This analysis
is applied against the macroeconomic outlook, geopolitical issues as well as considerations that more directly affect the company&rsquo;s
industry to determine the Sub-Adviser&rsquo;s internal judgment as to the security&rsquo;s credit quality. In addition to the process
described above, the Sub-Adviser selects securities using a rigorous portfolio construction approach to tightly control independent risk
exposures such as fixed income sector weights, sector specific yield curves, credit spreads, prepayment risks, and other risk exposures
the Sub-Adviser deems relevant. Within those risk constraints, the Sub-Adviser estimates the relative value of different securities to
select individual securities that, in the Sub-Adviser&rsquo;s judgment, may provide risk-adjusted outperformance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Sub-Adviser&rsquo;s process for determining
whether to buy a security is a collaborative effort between various groups including: (i) economic research, which focus on key economic
themes and trends, regional and country-specific analysis, and assessments of event-risk and policy impacts on asset prices, (ii) the
Portfolio</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Construction Group, which utilize proprietary portfolio construction
and risk modeling tools to determine allocation of assets among a variety of sectors, (iii) its Sector Specialists, who are responsible
for identifying investment opportunities in particular securities within these sectors, including the structuring of certain securities
directly with the issuers or with investment banks and dealers involved in the origination of such securities, and (iv) portfolio managers,
who determine which securities best fit the Fund based on the Fund&rsquo;s investment objective and top-down sector allocations. In managing
the Fund, the Sub-Adviser uses a process for selecting securities for purchase and sale that is based on intensive credit research and
involves extensive due diligence on each issuer, region and sector. The Sub-Adviser also considers macroeconomic outlook and geopolitical
issues.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Sub-Adviser generally decides which securities
to sell for the Fund based on one of three factors:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>In the Sub-Adviser&rsquo;s judgment, the relative value measure of the instrument no longer indicates that the instrument is cheap
relative to similar instruments and a substitution of the instrument with a similar but cheaper instrument enhances the risk-adjusted
return potential of the portfolio.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>The Sub-Adviser&rsquo;s fundamental analysis suggests that the embedded credit risk in an instrument has increased and the instrument
no longer properly compensates the holder for this increased risk.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>The Sub-Adviser&rsquo;s fundamental sector allocation decisions result in the rebalancing of existing positions to achieve the Sub-Adviser&rsquo;s
desired sector exposures.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Investment Policies</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will seek to achieve its investment
objective by investing in a wide range of fixed-income and other debt and senior equity securities (&ldquo;Income Securities&rdquo;) selected
from a variety of sectors, including, but not limited to, U.S. government and agency securities, corporate bonds, loans and loan participations,
structured finance investments (including residential and commercial mortgage-related securities, asset-backed securities, collateralized
debt obligations and risk-linked securities), mezzanine and preferred securities and convertible securities. The Fund may invest in non-U.S.
dollar-denominated Income Securities issued by sovereign entities and corporations, including Income Securities of issuers in emerging
market countries. The Fund may invest in Income Securities of any credit quality, including, without limitation, Income Securities rated
below-investment grade (commonly referred to as &ldquo;high-yield&rdquo; or &ldquo;junk&rdquo; bonds), which are considered speculative
with respect to the issuer&rsquo;s capacity to pay interest and repay principal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may also invest in common stocks, limited
liability company interests, trust certificates and other equity investments (&ldquo;Common Equity Securities&rdquo;) that the Sub-Adviser
believes offer attractive yield and/or capital appreciation potential. As part of its Common Equity Securities strategy, the Fund currently
intends to employ a strategy of writing (selling) covered call options and may, from time to time, buy or sell put options on individual
Common Equity Securities. In addition to its covered call option strategy, the Fund may, to a lesser extent, pursue a strategy that includes
the sale (writing) of both covered call and put options on indices of securities and sectors of securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may allocate its assets among a wide
variety of Income Securities and Common Equity Securities, provided that, under normal market conditions, the Fund will not invest more
than:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>50% of its total assets in Common Equity Securities consisting of common stock;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>30% of its total assets in other investment companies, including registered investment companies, private investment funds and/or
other pooled investment vehicles;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>20% of its total assets in non-U.S. dollar-denominated Income Securities of corporate and governmental issuers located outside the
United States; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>10% of its total assets in Income Securities of issuers in emerging markets.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The percentage of the Fund&rsquo;s total assets
allocated to any category of investment may at any given time be significantly less than the percentage permitted pursuant to the above
referenced investment policies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">These policies may be changed by the Board of
Trustees, but no change is anticipated. If the Fund&rsquo;s policies change, the Fund will provide shareholders at least 60 days&rsquo;
prior written notice before implementation of the change.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Percentage limitations described in this Prospectus
are as of the time of investment by the Fund and could thereafter be exceeded as a result of market value fluctuations of the Fund&rsquo;s
portfolio.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Credit Quality. </I>The Fund may invest without
limitation in securities rated below-investment grade (e.g., securities rated below Baa3 by Moody&rsquo;s Investors Service, Inc. (&ldquo;Moody&rsquo;s&rdquo;),
below BBB- by Standard &amp; Poor&rsquo;s Ratings Group (&ldquo;S&amp;P&rdquo;) or Fitch Ratings (&ldquo;Fitch&rdquo;) or comparably rated
by another nationally recognized statistical rating organization) or, if unrated, determined by the Sub-Adviser to be of comparable quality.
Securities rated below-investment grade are commonly referred to as &ldquo;high-yield&rdquo; or &ldquo;junk bonds&rdquo; and are considered
speculative with respect to the issuer&rsquo;s capacity to pay interest and repay principal. The Fund&rsquo;s investments in any of the
sectors and types of Income Securities in which the Fund may invest may include, without limitation, below investment grade securities.
Lower grade securities may be particularly susceptible to economic downturns. It is likely that an economic recession could severely disrupt
the market for such securities and may have an adverse effect on the value of such securities. In addition, it is likely that any such
economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and
increase the incidence of default for such securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is not required to dispose of a security
if an NRSRO or the Sub-Adviser downgrades its assessment of that security. In determining whether to retain or sell a security that an
NRSRO or the Sub-Adviser has downgraded, the Sub-Adviser may consider such factors as its assessment of the credit quality of the security,
the price at which the security could be sold, and the rating, if any, assigned to the security by other ratings agencies. When the Sub-Adviser
believes it to be in the best interests of the Fund&rsquo;s shareholders, the Fund will reduce its investment in lower grade securities
and, in certain market conditions, the Fund may invest none of its assets in lower grade securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Rating agencies, such as Moody&rsquo;s or S&amp;P,
are private services that provide ratings of the credit quality of debt obligations. Ratings assigned by an NRSRO are not absolute standards
of credit quality but represent the opinion of the NRSRO as to the quality of the obligation. Ratings do not evaluate market risks or
the liquidity of securities. Rating agencies may fail to make timely changes in credit ratings and an issuer&rsquo;s current financial
condition may be better or worse than a rating indicates. To the extent that the issuer of a security pays an NRSRO for the analysis of
its security, an inherent conflict of interest may exist that could affect the reliability of the rating. Ratings are relative and subjective
and, although ratings may be useful in evaluating the safety of interest and principal payments, they do not evaluate the market value
risk of such obligations. Although these ratings may be an initial criterion for selection of portfolio investments, the Sub-Adviser also
will independently evaluate these securities and the ability of the issuers of such securities to pay interest and principal. To the extent
that the Fund invests in unrated lower grade securities, the Fund&rsquo;s ability to achieve its investment objective will be more dependent
on the Sub-Adviser&rsquo;s credit analysis than would be the case when the Fund invests in rated securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Please refer to Appendix A to the SAI for more
information regarding Moody&rsquo;s and S&amp;P&rsquo;s ratings of fixed-income securities.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">The Fund&rsquo;s
Investments</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will seek to achieve its investment
objective by investing in the following categories of securities:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Income Securities. </I>The Fund may invest
in a wide range of Income Securities selected from a variety of sectors, including, but not limited to, corporate bonds, loans and loan
participations (including senior secured floating rate loans (&ldquo;Senior Loans&rdquo;), &ldquo;second lien&rdquo; secured floating
rate loans (&ldquo;Second Lien Loans&rdquo;), and other types of secured and unsecured loans with fixed and variable interest rates) (collectively,
&ldquo;Loans&rdquo;), structured finance investments (including residential and commercial mortgage-related securities, asset-backed securities,
collateralized debt obligations and risk-linked securities), U.S. government and agency securities, mezzanine and preferred securities
and convertible securities. The Fund may invest in non-U.S. dollar-denominated Income Securities issued by sovereign entities and corporations,
including Income Securities of issuers in emerging market countries. The Fund may invest in Income Securities of any credit quality, including
Income Securities rated below-investment grade (commonly referred to as &ldquo;high-yield&rdquo; or &ldquo;junk&rdquo; bonds), which are
considered speculative with respect to the issuer&rsquo;s capacity to pay interest and repay principal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Common Equity Securities and Covered Call
Option Strategy. </I>The Fund may invest in Common Equity Securities that the Sub-Adviser believes offer attractive yield and/or capital
appreciation potential. As part of its Common Equity Securities strategy, the Fund currently intends to employ a strategy of writing (selling)
covered call</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">options and may, from time to time, buy or sell put options on individual
Common Equity Securities. In addition to its covered call option strategy, the Fund may, to a lesser extent, pursue a strategy that includes
the sale (writing) of both covered call and put options on indices of securities and sectors of securities. This option strategy is intended
to generate current gains from option premiums as a means to enhance distributions payable to the Fund&rsquo;s Common Shareholders. As
the Fund writes covered calls over more of its portfolio, its ability to benefit from capital appreciation becomes more limited. A substantial
portion of the options written by the Fund may be over-the-counter options (&ldquo;OTC options&rdquo;). Under current market conditions,
the Fund implements its covered call writing strategy primarily by investing in exchange-traded funds (&ldquo;ETFs&rdquo;) which provide
exposure to Common Equity Securities and writing covered call options on those ETFs.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Real Property Asset Companies. </I>The Fund
may invest in Income Securities and Common Equity Securities issued by companies that own, produce, refine, process, transport and market
&ldquo;real property assets,&rdquo; such as real estate and the natural resources upon or within real estate (&ldquo;Real Property Asset
Companies&rdquo;). These Real Property Asset Companies include:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Companies engaged in the ownership, construction, financing, management and/or sale of commercial, industrial and/or residential real
estate (or that have assets primarily invested in such real estate), including real estate investment trusts (&ldquo;REITs&rdquo;); and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Companies engaged in energy, natural resources and basic materials businesses and companies engaged in associated businesses. These
companies include, but are not limited to, those engaged in businesses such as oil and gas exploration and production, gold and other
precious metals, steel and iron ore production, energy services, forest products, chemicals, coal, alternative energy sources and environmental
services, as well as related transportation companies and equipment manufacturers.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Personal Property Asset Companies. </I>The
Fund may invest in Income Securities and Common Equity Securities issued by companies that seek to profit primarily from the ownership,
rental, leasing, financing or disposition of &ldquo;personal property assets&rdquo; (&ldquo;Personal Property Asset Companies&rdquo;).
Personal (as opposed to real) property assets include any tangible, movable property or asset. The Fund will typically seek to invest
in Income Securities and Common Equity Securities of Personal Property Asset Companies with investment performance that is not highly
correlated with traditional market indexes because the personal property asset held by such company is non-correlated with traditional
debt or equity markets. Such personal property assets include special situation transportation assets (e.g., railcars, airplanes and ships)
and collectibles (e.g., antiques, wine and fine art).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Private Securities. </I>The Income Securities
and Common Equity Securities in which the Fund may invest include privately issued securities of both public and private companies (&ldquo;Private
Securities&rdquo;). Private Securities have additional risk considerations than comparable public securities, including availability of
financial information about the issuer and valuation and liquidity issues.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>Investment Funds. </I>As an alternative to holding investments directly,
the Fund may also obtain investment exposure to Income Securities and Common Equity Securities by investing in other investment companies,
including registered investment companies, private investment funds and/or other pooled investment vehicles (collectively, &ldquo;Investment
Funds&rdquo;). The Fund may invest up to 30% of its total assets in Investment Funds that primarily hold (directly or indirectly) investments
in which the Fund may invest directly. The 1940 Act generally limits a registered investment company&rsquo;s investments in other registered
investment companies to 10% of its total assets. However, pursuant to exemptions set forth in rules and regulations promulgated under
the 1940 Act, the Fund may invest in excess of this limitation provided that the conditions of such exemptions are met. In addition, the
Fund may invest in certain ETFs in excess of the 1940 Act limitations in reliance upon and in accordance with exemptive relief obtained
by such ETFs. The Fund will invest in private investment funds, commonly referred to as &ldquo;hedge funds,&rdquo; only to the extent
permitted by applicable rules, regulations and interpretations of the SEC and NYSE. The Fund has no current intention to invest in private
investment funds. Investments in other Investment Funds involve operating expenses and fees at the Investment Fund level that are in addition
to the expenses and fees borne by the Fund and are borne indirectly by holders of the Fund&rsquo;s Common Shares. A new regulatory framework
adopted by the SEC in October 2020 that applies to investments by registered investment companies in other registered investment companies
may adversely impact the Fund&rsquo;s investment strategies and operations, as well as those of the underlying investment vehicles in
which the Fund invests or other funds that invest in the Fund (and, in turn, trading in the Common Shares).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Synthetic Investments. </I>As an alternative
to holding investments directly, the Fund may also obtain investment exposure to Income Securities and Common Equity Securities through
the use of customized derivative</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">instruments (including swaps, options, forwards, notional principal
contracts or other financial instruments) to replicate, modify or replace the economic attributes associated with an investment in Income
Securities and Common Equity Securities (including interests in Investment Funds). The Fund may be exposed to certain additional risks
should the Sub-Adviser use derivatives as a means to synthetically implement the Fund&rsquo;s investment strategies, including a lack
of liquidity in such derivative instruments and additional expenses associated with using such derivative instruments.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Portfolio Contents</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s investment portfolio consists
of investments in the following types of securities:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Corporate Bonds. </I>Corporate bonds are debt
obligations issued by corporations and other business entities. Corporate bonds may be either secured or unsecured. Collateral used for
secured debt includes, but is not limited to, real property, machinery, equipment, accounts receivable, stocks, bonds or notes. If a bond
is unsecured, it is known as a debenture. Bondholders, as creditors, have a prior legal claim over common and preferred stockholders as
to both income and assets of the corporation for the principal and interest due them and may have a prior claim over other creditors if
liens or mortgages are involved. Interest on corporate bonds may be fixed or floating, or the bonds may be zero coupons. Interest on corporate
bonds is typically paid semi-annually and is fully taxable to the bondholder. Corporate bonds contain elements of both interest-rate risk
and credit risk. The market value of a corporate bond generally may be expected to rise and fall inversely with interest rates and may
also be affected by the credit rating of the corporation, the corporation&rsquo;s performance and perceptions of the corporation in the
marketplace. Corporate bonds usually yield more than government or agency bonds due to the presence of credit risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Investment Grade Bonds. </I>The Fund may invest
in a wide variety of fixed-income securities rated or determined by the Sub-Adviser to be investment grade quality that are issued by
corporations and other non-governmental entities and issuers (&ldquo;Investment Grade Bonds&rdquo;). Investment Grade Bonds are subject
to market and credit risk. Market risk relates to changes in a security&rsquo;s value. Investment Grade Bonds have varying levels of sensitivity
to changes in interest rates and varying degrees of credit quality. In general, bond prices rise when interest rates fall, and fall when
interest rates rise. Longer-term and zero coupon bonds are generally more sensitive to interest rate changes. Credit risk relates to the
ability of the issuer to make payments of principal and interest. The values of Investment Grade Bonds, like those of other fixed-income
securities, may be affected by changes in the credit rating or financial condition of an issuer. Investment Grade Bonds are generally
considered medium- and high-quality securities. Some, however, may possess speculative characteristics, and may be more sensitive to economic
changes and changes in the financial condition of issuers. The market prices of Investment Grade Bonds in the lowest investment grade
categories may fluctuate more than higher-quality securities and may decline significantly in periods of general or regional economic
difficulty. Investment Grade Bonds in the lowest investment grade categories may be thinly traded, making them difficult to sell promptly
at an acceptable price. Investment Grade Bonds include certain investment grade quality mortgage-related securities, asset-backed securities,
and other hybrid securities and instruments that are treated as debt obligations for U.S. federal income tax purposes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Below-Investment Grade Bonds. </I>The Fund
may invest without limitation in a wide variety of fixed-income securities that are rated or determined by the Sub-Adviser to be below-investment
grade quality (&ldquo;Below-Investment Grade Bonds&rdquo;). The credit quality of most Below-Investment Grade Bonds reflects a greater
than average possibility that adverse changes in the financial condition of an issuer, or in general economic conditions, or both, may
impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make
timely payment of interest and principal would likely make the values of Below-Investment Grade Bonds held by the Fund more volatile and
could limit the Fund&rsquo;s ability to sell such Bonds at favorable prices. In the absence of a liquid trading market for its Below-Investment
Grade Bonds, the Fund may have difficulties determining the fair market value of such investments. Below-Investment Grade Bonds include
certain investment grade quality mortgage-related securities, asset-backed securities, and other hybrid securities and instruments that
are treated as debt obligations for U.S. federal income tax purposes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition to pre-existing outstanding debt
obligations of below-investment grade issuers, the Fund may also invest in &ldquo;debtor-in-possession&rdquo; or &ldquo;DIP&rdquo; financings
newly issued in connection with &ldquo;special situation&rdquo; restructuring and refinancing transactions. DIP financings are Loans to
a debtor-in-possession in a proceeding under the U.S. Bankruptcy Code that have been approved by the bankruptcy court. DIP financings
are typically fully secured by a lien on the debtor&rsquo;s otherwise unencumbered assets or secured by a junior lien on the debtor&rsquo;s
encumbered assets (so long as the Loan is fully secured based on the most recent current valuation or appraisal</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">report of the debtor). The bankruptcy court can authorize the debtor
to grant the DIP lender a claim with super-priority over administrative expenses incurred during bankruptcy and of other claims, thus
a DIP financing may constitute senior debt even if not secured. DIP financings are often required to close with certainty and in a rapid
manner in order to satisfy existing creditors and to enable the issuer to emerge from bankruptcy or to avoid a bankruptcy proceeding.
These financings allow the entity to continue its business operations while reorganizing under Chapter 11 of the U.S. Bankruptcy Code.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Distressed and Defaulted Securities. </I>The
Fund may invest in the securities of financially distressed and bankrupt issuers. Such debt obligations may be in covenant or payment
default. Such investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations
is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during
which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result in only partial
recovery of cash payments or an exchange of the defaulted obligation for other debt or equity securities of the issuer or its affiliates,
which may in turn be illiquid or speculative.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Structured Finance Investments. </I>The Fund
may invest in structured finance investments, which are Income Securities and Common Equity Securities typically issued by special purpose
vehicles that hold income-producing securities (e.g., mortgage loans, consumer debt payment obligations and other receivables) and other
financial assets. Structured finance investments are tailored, or packaged, to meet certain financial goals of investors. Typically, these
investments provide investors with capital protection, income generation and/or the opportunity to generate capital growth. The Sub-Adviser
believes that structured finance investments provide attractive risk-adjusted returns, frequent sector rotation opportunities and prospects
for adding value through security selection. Structured finance investments include:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Mortgage-Related Securities</U>. Mortgage-related securities
are a form of derivative collateralized by pools of commercial or residential mortgages. Pools of mortgage loans are assembled as securities
for sale to investors by various governmental, government-related and private organizations. These securities may include complex instruments
such as collateralized mortgage obligations, REITs (including debt and preferred stock issued by REITs), and other real estate-related
securities. The mortgage-related securities in which the Fund may invest include those with fixed, floating or variable interest rates,
those with interest rates that change based on multiples of changes in a specified index of interest rates, and those with interest rates
that change inversely to changes in interest rates, as well as those that do not bear interest. The Fund may invest in residential and
commercial mortgage-related securities issued by governmental entities and private issuers, including subordinated mortgage-related securities.
The underlying assets of certain mortgage-related securities may be subject to prepayments, which shorten the weighted average maturity
and may lower the return of such securities. See &ldquo;Investment Objective and Policies &ndash; Additional Investment Policies &ndash;
Mortgage Related Securities&rdquo; in the Fund&rsquo;s SAI for additional information regarding various types of mortgage-related securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Asset-Backed Securities</U>. Asset-backed securities (&ldquo;ABS&rdquo;)
are a form of structured debt obligation. ABS are payment claims that are securitized in the form of negotiable paper that is issued by
a financing company (generally called a special purpose vehicle). Collateral assets are brought into a pool according to specific diversification
rules. A special purpose vehicle is founded for the purpose of securitizing these payment claims and the assets of the special purpose
vehicle are the diversified pool of collateral assets. The special purpose vehicle issues marketable securities which are intended to
represent a lower level of risk than an underlying collateral asset individually, due to the diversification in the pool. The redemption
of the securities issued by the special purpose vehicle takes place out of the cash flow generated by the collected assets. A special
purpose vehicle may issue multiple securities with different priorities to the cash flows generated and the collateral assets. The collateral
for ABS may, among other assets, include home equity loans, automobile and credit card receivables, boat loans, computer leases, airplane
leases, mobile home loans, recreational vehicle loans and hospital account receivables. The Fund may invest in these and other types of
ABS that may be developed in the future. There is the possibility that recoveries on the underlying collateral may not, in some cases,
be available or may be insufficient to support payments on these securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Collateralized Debt Obligations</U>. A collateralized debt
obligation (&ldquo;CDO&rdquo;) is an asset-backed security whose underlying collateral is typically a portfolio of bonds, bank loans,
other structured finance securities and/or synthetic instruments. Where the underlying collateral is a portfolio of bonds, a CDO is referred
to</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in">as a collateralized bond obligation (&ldquo;CBO&rdquo;). Where
the underlying collateral is a portfolio of bank loans, a CDO is referred to as a collateralized loan obligation (&ldquo;CLO&rdquo;).
Investors in CLOs bear the credit risk of the underlying collateral. Multiple tranches of securities are issued by the CLO, offering investors
various maturity and credit risk characteristics. Tranches are categorized as senior, mezzanine, and subordinated/equity, according to
their degree of risk. If there are defaults or the CLO&rsquo;s collateral otherwise underperforms, scheduled payments to senior tranches
take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity
tranches. This prioritization of the cash flows from a pool of securities among the several tranches of the CLO is a key feature of the
CLO structure. If there are funds remaining after each tranche of debt receives its contractual interest rate and the CLO meets or exceeds
required collateral coverage levels (or other similar covenants), the remaining funds may be paid to the subordinated (or residual) tranche
(often referred to as the &ldquo;equity&rdquo; tranche). The contractual provisions setting out this order of payments are set out in
detail in the relevant CLO&rsquo;s indenture. These provisions are referred to as the &ldquo;priority of payments&rdquo; or the &ldquo;waterfall&rdquo;
and determine the terms of payment of any other obligations that may be required to be paid ahead of payments of interest and principal
on the securities issued by a CLO. In addition, for payments to be made to each tranche, after the most senior tranche of debt, there
are various tests that must be complied with, which are different for each CLO. If a CLO breaches one of these tests excess cash flow
that would otherwise be available for distribution to the subordinated tranche investors is diverted to prepay CLO debt investors in order
of seniority until such time as the covenant breach is cured. If the covenant breach is not or cannot be cured, the subordinated tranche
investors (and potentially other investors in lower priority rated tranches) may experience a partial or total loss of their investment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in">CLOs are subject to the same risk of prepayment described with
respect to certain mortgage-related and asset-backed securities. The value of CLOs may be affected by changes in the market&rsquo;s perception
of the creditworthiness of the servicing agent for the pool, the originator of the pool, or the financial institution or fund providing
the credit support or enhancement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in">The Fund may invest in senior, rated tranches as well as subordinated
tranches of CLOs. Investment in the subordinated tranche is subject to special risks. The subordinated tranche does not receive ratings
and is considered the riskiest portion of the capital structure of a CLO because it bears the bulk of defaults from the loans in the CLO
and serves to protect the other, more senior tranches from default in all but the most severe circumstances.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Risk-Linked Securities</U>. Risk-linked securities (&ldquo;RLS&rdquo;)
are a form of derivative issued by insurance companies and insurance-related special purpose vehicles that apply securitization techniques
to catastrophic property and casualty damages. RLS are typically debt obligations for which the return of principal and the payment of
interest are contingent on the non-occurrence of a pre-defined &ldquo;trigger event.&rdquo; Depending on the specific terms and structure
of the RLS, this trigger could be the result of a hurricane, earthquake or some other catastrophic event. Insurance companies securitize
this risk to transfer to the capital markets the truly catastrophic part of the risk exposure. A typical RLS provides for income and return
of capital similar to other fixed-income investments, but would involve full or partial default if losses resulting from a certain catastrophe
exceeded a predetermined amount. RLS typically have relatively high yields compared with similarly rated fixed-income securities, and
also have low correlation with the returns of traditional securities. The Sub-Adviser believes that inclusion of RLS in the Fund&rsquo;s
portfolio could lead to significant improvement in its overall risk-return profile. Investments in RLS may be linked to a broad range
of insurance risks, which can be broken down into three major categories: natural risks (such as hurricanes and earthquakes), weather
risks (such as insurance based on a regional average temperature) and non-natural events (such as aerospace and shipping catastrophes).
Although property-casualty RLS have been in existence for over a decade, significant developments have started to occur in securitizations
done by life insurance companies. In general, life insurance industry securitizations could fall into a number of categories. Some are
driven primarily by the desire to transfer risk to the capital markets, such as the transfer of extreme mortality risk (mortality bonds).
Others, while also including the element of risk transfer, are driven by other considerations. For example, a securitization could be
undertaken to relieve the capital strain on life insurance companies caused by the regulatory requirements of establishing very conservative
reserves for some types of products. Another example is the securitization of the stream of future cash flows from a particular block
of business, including the securitization of embedded values of life insurance business or securitization for the purpose of funding acquisition
costs.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Senior Loans. </I>Senior Loans are floating
rate Loans made to corporations and other non-governmental entities and issuers. Senior Loans typically hold the most senior position
in the capital structure of the issuing entity, are typically secured with specific collateral and typically have a claim on the assets
of the borrower, including stock owned by the borrower in its subsidiaries, that is senior to that held by junior lien creditors, subordinated
debt holders and stockholders of the borrower. The proceeds of Senior Loans primarily are used to finance leveraged buyouts, recapitalizations,
mergers, acquisitions, stock repurchases, dividends, and, to a lesser extent, to finance internal growth and for other corporate purposes.
Senior Loans typically have rates of interest that are redetermined daily, monthly, quarterly or semi-annually by reference to a base
lending rate, plus a premium or credit spread. Base lending rates in common usage today are primarily the London-Interbank Offered Rate
(&ldquo;LIBOR&rdquo;), and secondarily the prime rate offered by one or more major U.S. banks (the &ldquo;Prime Rate&rdquo;) and the certificate
of deposit (&ldquo;CD&rdquo;) rate or other base lending rates used by commercial lenders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Second Lien Loans. </I>Second Lien Loans are
Loans made by public and private corporations and other non-governmental entities and issuers for a variety of purposes. Second Lien Loans
are second in right of payment to one or more Senior Loans of the related borrower. Second Lien Loans typically are secured by a second
priority security interest or lien to or on specified collateral securing the borrower&rsquo;s obligation under the Loan and typically
have similar protections and rights as Senior Loans. Second Lien Loans are not (and by their terms cannot) become subordinate in right
of payment to any obligation of the related borrower other than Senior Loans of such borrower. Second Lien Loans, like Senior Loans, typically
have floating rate interest payments. Because Second Lien Loans are second to Senior Loans, they present a greater degree of investment
risk but often pay interest at higher rates reflecting this additional risk. Such investments generally are of below-investment grade
quality. Other than their subordinated status, Second Lien Loans have many characteristics and risks similar to Senior Loans discussed
above. In addition, Second Lien Loans and debt securities of below-investment grade quality share many of the risk characteristics of
Non-Investment Grade Bonds.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Subordinated Secured Loans. </I>Subordinated
secured Loans are made by public and private corporations and other non-governmental entities and issuers for a variety of purposes. Subordinated
secured Loans may rank lower in right of payment to one or more Senior Loans and Second Lien Loans of the borrower. Subordinated secured
Loans typically are secured by a lower priority security interest or lien to or on specified collateral securing the borrower&rsquo;s
obligation under the Loan, and typically have more subordinated protections and rights than Senior Loans and Second Lien Loans. Subordinated
secured Loans may become subordinated in right of payment to more senior obligations of the borrower issued in the future. Subordinated
secured Loans may have fixed or floating rate interest payments. Because Subordinated secured Loans may rank lower as to right of payment
than Senior Loans and Second Lien Loans of the borrower, they may present a greater degree of investment risk than Senior Loans and Second
Lien Loans but often pay interest at higher rates reflecting this additional risk. Such investments generally are of below investment
grade quality. Other than their more subordinated status, such investments have many characteristics and risks similar to Senior Loans
and Second Lien Loans discussed above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Unsecured Loans. </I>Unsecured Loans are loans
made by public and private corporations and other non-governmental entities and issuers for a variety of purposes. Unsecured Loans generally
have lower priority in right of payment compared to holders of secured debt of the borrower. Unsecured Loans are not secured by a security
interest or lien to or on specified collateral securing the borrower&rsquo;s obligation under the loan. Unsecured Loans by their terms
may be or may become subordinate in right of payment to other obligations of the borrower, including Senior Loans, Second Lien Loans and
Subordinated Secured Loans. Unsecured Loans may have fixed or floating rate interest payments. Because unsecured Loans are subordinate
to the secured debt of the borrower, they present a greater degree of investment risk but often pay interest at higher rates reflecting
this additional risk. Such investments generally are of below investment grade quality. Other than their subordinated and unsecured status,
such investments have many characteristics and risks similar to Senior Loans, Second Lien Loans and Subordinated Secured Loans discussed
above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Mezzanine Investments. </I>The Fund may invest
in certain lower grade securities known as &ldquo;Mezzanine Investments,&rdquo; which are subordinated debt securities that are generally
issued in private placements in connection with an equity security (e.g., with attached warrants) or may be convertible into equity securities.
Mezzanine Investments may be issued with or without registration rights. Similar to other lower grade securities, maturities of Mezzanine
Investments are typically seven to ten years, but the expected average life is significantly shorter at three to five years. Mezzanine
Investments are usually unsecured and subordinated to other obligations of the issuer.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Convertible Securities. </I>Convertible securities
include bonds, debentures, notes, preferred stocks and other securities that entitle the holder to acquire common stock or other equity
securities of the issuer. Convertible securities have general characteristics similar to both debt and equity securities. A convertible
security generally entitles the holder to receive interest or preferred dividends paid or accrued until the convertible security matures
or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt
obligations. Convertible securities rank senior to common stock in a corporation&rsquo;s capital structure and, therefore, generally entail
less risk than the corporation&rsquo;s common stock, although the extent to which such risk is reduced depends in large measure upon the
degree to which the convertible security sells above its value as a debt obligation. A convertible security may be subject to redemption
at the option of the issuer at a predetermined price. If a convertible security held by the Fund is called for redemption, the Fund would
be required to permit the issuer to redeem the security and convert it to underlying common stock, or would sell the convertible security
to a third party, which may have an adverse effect on the Fund&rsquo;s ability to achieve its investment objectives. The price of a convertible
security often reflects variations in the price of the underlying common stock in a way that non-convertible debt may not. The value of
a convertible security is a function of (i) its yield in comparison to the yields of other securities of comparable maturity and quality
that do not have a conversion privilege and (ii) its worth if converted into the underlying common stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Preferred Stocks. </I>Preferred stocks represent
the senior residual interest in the assets of an issuer after meeting all claims, with priority to corporate income and liquidation payments
over the issuer&rsquo;s common stock. As such, preferred stock is inherently more risky than the bonds and loans of the issuer, but less
risky than its common stock. Preferred stocks often contain provisions that allow for redemption in the event of certain tax or legal
changes or at the issuers&rsquo; call. Preferred stocks typically do not provide any voting rights, except in cases when dividends are
in arrears beyond a certain time period. Preferred stock in some instances is convertible into common stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Although they are equity securities, preferred
stocks have certain characteristics of both debt and common stock. They are debt-like in that their promised income is contractually fixed.
They are common stock-like in that they do not have rights to precipitate bankruptcy proceedings or collection activities in the event
of missed payments. Furthermore, they have many of the key characteristics of equity due to their subordinated position in an issuer&rsquo;s
capital structure and because their quality and value are heavily dependent on the profitability of the issuer rather than on any legal
claims to specific assets or cash flows. In order to be payable, dividends on preferred stock must be declared by the issuer&rsquo;s board
of directors. In addition, distributions on preferred stock may be subject to deferral and thus may not be automatically payable. Income
payments on some preferred stocks are cumulative, causing dividends and distributions to accrue even if not declared by the board of directors
or otherwise made payable. Other preferred stocks are non-cumulative, meaning that skipped dividends and distributions do not continue
to accrue. There is no assurance that dividends on preferred stocks in which the Fund invests will be declared or otherwise made payable.
If the Fund owns preferred stock that is deferring its distributions, the Fund may be required to report income for U.S. federal income
tax purposes while it is not receiving cash payments corresponding to such income. When interest rates fall below the rate payable on
an issue of preferred stock or for other reasons, the issuer may redeem the preferred stock, generally after an initial period of call
protection in which the stock is not redeemable. Preferred stocks may be significantly less liquid than many other securities, such as
U.S. Government securities, corporate bonds and common stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>U.S. Government Securities. </I>The Fund may
invest in debt securities issued or guaranteed by the U.S. government, its agencies or instrumentalities including: (1) U.S. Treasury
obligations, which differ in their interest rates, maturities and times of issuance, such as U.S. Treasury bills (maturity of one year
or less), U.S. Treasury notes (maturity of one to ten years), and U.S. Treasury bonds (generally maturities of greater than ten years),
including the principal components or the interest components issued by the U.S. government under the separate trading of registered interest
and principal securities program (i.e., &ldquo;STRIPS&rdquo;), all of which are backed by the full faith and credit of the United States;
and (2) obligations issued or guaranteed by U.S. government agencies or instrumentalities, including government guaranteed mortgage-related
securities, some of which are backed by the full faith and credit of the U.S. Treasury, some of which are supported by the right of the
issuer to borrow from the U.S. government, and some of which are backed only by the credit of the issuer itself.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Foreign Securities. </I>While the Fund invests
primarily in securities of U.S. issuers, the Fund may invest up to 20% of its total assets in non-U.S. dollar-denominated fixed-income
securities of corporate and governmental issuers located outside the United States, including up to 10% in emerging markets. Foreign securities
include securities issued or guaranteed by companies organized under the laws of countries other than the United States and securities
issued or guaranteed by foreign governments, their agencies or instrumentalities and supra-national</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">governmental entities, such as the World Bank. Foreign securities
also may be traded on foreign securities exchanges or in over-the-counter capital markets. The value of foreign securities and obligations
is affected by changes in currency rates, foreign tax laws (including withholding tax), government policies (in this country or abroad),
relations between nations and trading, settlement, custodial and other operational risks. In addition, the costs of investing abroad are
generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and less subject to governmental
supervision than markets in the United States. Foreign investments also could be affected by other factors not present in the United States,
including expropriation, armed conflict, confiscatory taxation, lack of uniform accounting and auditing standards, less publicly available
financial and other information and potential difficulties in enforcing contractual obligations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Since the Fund may invest in securities and obligations
that are denominated or quoted in currencies other than the U.S. dollar, the Fund may be affected by changes in foreign currency exchange
rates (and exchange control regulations) which affect the value of investments in the Fund and the accrued income and appreciation or
depreciation of the investments in U.S. dollars. Changes in foreign currency exchange rates relative to the U.S. dollar will affect the
U.S. dollar value of the Fund&rsquo;s assets denominated in that currency and the Fund&rsquo;s return on such assets as well as any temporary
uninvested reserves in bank deposits in foreign currencies. In addition, the Fund will incur costs in connection with conversions between
various currencies. The Fund may seek to fully hedge its exposures to foreign currencies but may, at the discretion of the Sub-Adviser,
at any time limit or eliminate foreign currency hedging activity. See &ldquo;&mdash;Derivative Transactions&mdash;Foreign Currency Transactions.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Sovereign and Supranational Obligations. </I>The
Fund may invest in sovereign debt securities, which are debt securities issued or guaranteed by foreign governmental entities, such as
foreign government debt or foreign treasury bills. Investments in sovereign debt securities involve special risks in addition to those
risks usually associated with investments in debt securities, including risks associated with economic or political uncertainty and the
risk that the governmental authority that controls the repayment of sovereign debt may be unwilling or unable to repay the principal and/or
interest when due. The Fund may also invest in securities or other obligations issued or backed by supranational organizations, which
are international organizations that are designated or supported by government entities or banking institutions typically to promote economic
reconstruction or development. These obligations are subject to the risk that the government(s) on whose support the organization depends
may be unable or unwilling to provide the necessary support. With respect to both sovereign and supranational obligations, the Fund may
have little recourse against the foreign government or supranational organization that issues or backs the obligation in the event of
default. These obligations may be denominated in foreign currencies and the prices of these obligations may be more volatile than corporate
debt obligations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Sovereign debt instruments in which the Fund
may invest may involve great risk and may be deemed to be the equivalent in terms of credit quality to securities rated below investment
grade by Moody&rsquo;s and S&amp;P. Governmental entities may depend on expected disbursements from foreign governments, multilateral
agencies and international organizations to reduce principal and interest arrearages on their debt obligations. The commitment on the
part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entity&rsquo;s implementation
of economic or other reforms and/or economic performance and the timely service of the governmental entity&rsquo;s obligations. Failure
to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation
of the commitments to lend funds or other aid to the governmental entity, which may further impair the governmental entity&rsquo;s ability
or willingness to service its debts in a timely manner. Some of the countries in which the Fund may invest have encountered difficulties
in servicing their sovereign debt obligations and have withheld payments of interest and/or principal of sovereign debt. These difficulties
have also led to agreements to restructure external debt obligations, which may result in costs to the holders of the sovereign debt.
Consequently, a government obligor may default on its obligations and/or the values of its obligations may decline significantly.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Common Stocks and Other Common Equity Securities.
</I>The Fund may also invest in common stocks and other Common Equity Securities that the Sub-Adviser believes offer attractive yield
and/or capital appreciation potential. Common stock represents the residual ownership interest in the issuer. Holders of common stocks
and other Common Equity Securities are entitled to the income and increase in the value of the assets and business of the issuer after
all of its debt obligations and obligations to preferred stockholders are satisfied. The Fund may invest in companies of any market capitalization.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Options. </I>As part of its Common Equity
Securities strategy, the Fund currently intends to employ a strategy of writing (selling) covered call options and may, from time to time,
buy or sell put options on individual Common</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Equity Securities. In addition to its covered call option strategy,
the Fund may, to a lesser extent, pursue a strategy that includes the sale (writing) of both covered call and put options on indices of
securities and sectors of securities. This option strategy is intended to generate current gains from option premiums as a means to enhance
distributions payable to the Fund&rsquo;s Common Shareholders. An option on a security is a contract that gives the holder of the option,
in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the
security underlying the option at a specified exercise or &ldquo;strike&rdquo; price. The writer of an option on a security has the obligation
upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery
of the underlying security. Certain options, known as &ldquo;American style&rdquo; options may be exercised at any time during the term
of the option. Other options, known as &ldquo;European style&rdquo; options, may be exercised only on the expiration date of the option.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">If an option written by the Fund expires unexercised,
the Fund realizes on the expiration date a capital gain equal to the premium received by the Fund at the time the option was written.
If an option purchased by the Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier
of exercise or expiration, an exchange-traded option may be closed out by an offsetting purchase or sale of an option of the same series
(type, underlying security, exercise price and expiration). There can be no assurance, however, that a closing purchase or sale transaction
can be effected when the Fund desires. The Fund may sell put or call options it has previously purchased, which could result in a net
gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on
the put or call option when purchased. The Fund will realize a capital gain from a closing purchase transaction if the cost of the closing
option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium
received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or,
if it is less, the Fund will realize a capital loss. Net gains from the Fund&rsquo;s option strategy will be short-term capital gains
which, for U.S. federal income tax purposes, will constitute net investment company taxable income.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will follow a strategy known as &ldquo;covered
call option writing,&rdquo; which is a strategy designed to generate current gains from option premiums as a means to enhance distributions
payable to the Fund&rsquo;s Common Shareholders. As the Fund writes covered calls over more of its portfolio, its ability to benefit from
capital appreciation becomes more limited.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As part of its strategy, the Fund may not
sell &ldquo;naked&rdquo; call options on individual securities, (i.e., options representing more shares of the stock than are held
in the portfolio). A call option written by the Fund on a security is &ldquo;covered&rdquo; if the Fund owns the security or
instrument underlying the call or has an absolute and immediate right to acquire that security or instrument without additional cash
consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid by the Sub-Adviser (in
accordance with procedures established by the board of trustees) in such amount are segregated by the Fund&rsquo;s custodian) upon
conversion or exchange of other securities held by the Fund. A call option is also covered if the Fund holds a call on the same
security as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call
written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in
segregated assets determined to be liquid by the Sub-Adviser as described above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Put options are contracts that give the holder
of the option, in return for a premium, the right to sell to the writer of the option the security underlying the option at a specified
exercise price at a specific time or times during the term of the option. These strategies may produce a considerably higher return than
the Fund&rsquo;s primary strategy of covered call writing, but involve a higher degree of risk and potential volatility.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will write (sell) put options on individual
securities only if the put option is &ldquo;covered.&rdquo; A put option written by the Fund on a security is &ldquo;covered&rdquo; if
the Fund segregates or earmarks assets determined to be liquid by the Sub-Adviser, as described above, equal to the exercise price. A
put option is also covered if the Fund holds a put on the same security as the put written where the exercise price of the put held is
(i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided
the difference is maintained by the Fund in segregated or earmarked assets determined to be liquid by the Sub-Adviser, as described above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may sell put and call options on indices
of securities. Options on an index differ from options on securities because (i) the exercise of an index option requires cash payments
and does not involve the actual purchase or sale of securities, (ii) the holder of an index option has the right to receive cash upon
exercise of the option if the level of the index upon which the option is based is greater, in the case of a call, or less, in the case
of a</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">put, than the exercise price of the option and (iii) index options
reflect price-fluctuations in a group of securities or segments of the securities market rather than price fluctuations in a single security.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Restricted and Illiquid Securities. </I>The
Fund may invest in securities for which there is no readily available trading market or that are otherwise illiquid. Illiquid securities
include securities legally restricted as to resale, such as commercial paper issued pursuant to Section 4(2) of the Securities Act of
1933, as amended (the &ldquo;Securities Act&rdquo;), and securities eligible for resale pursuant to Rule 144A thereunder. Section 4(2)
and Rule 144A securities may, however, be treated as liquid by the Investment Adviser pursuant to procedures adopted by the Fund&rsquo;s
Board of Trustees, which require consideration of factors such as trading activity, availability of market quotations and number of dealers
willing to purchase the security. If the Fund invests in Rule 144A securities, the level of portfolio illiquidity may be increased to
the extent that eligible buyers become uninterested in purchasing such securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">It may be difficult to sell such securities at
a price representing the fair value until such time as such securities may be sold publicly. Where registration is required, a considerable
period may elapse between a decision to sell the securities and the time when it would be permitted to sell. Thus, the Fund may not be
able to obtain as favorable a price as that prevailing at the time of the decision to sell. The Fund may also acquire securities through
private placements under which it may agree to contractual restrictions on the resale of such securities. Such restrictions might prevent
their sale at a time when such sale would otherwise be desirable.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Government Sponsored Investment Programs</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">From time to time, the Fund may seek to invest
in credit securities through one or more programs that may from time to time be sponsored, established or operated by the U.S. Department
of the Treasury, the Board of Governors of the Federal Reserve System and other governmental agencies.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Derivative Transactions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may, but is not required to, use
various strategic transactions in swaps, futures, options and other derivative contracts in order to earn income, facilitate
portfolio management and mitigate risks. These strategies may be executed through the use of derivative contracts. In the course of
pursuing these investment strategies, the Fund may purchase and sell exchange-listed and OTC put and call options on securities,
equity and fixed-income indices and other instruments, purchase and sell futures contracts and options thereon, and enter into
various transactions such as swaps, caps, floors or collars. In addition, derivative transactions may also include new techniques,
instruments or strategies that are permitted as regulatory changes occur. In order to help protect the soundness of derivative
transactions and outstanding derivative positions, the Sub-Adviser generally requires derivative counterparties to have a minimum
credit rating of A from Moody&rsquo;s (or a comparable rating from another NRSRO) and monitors such rating on an ongoing basis. In
addition, the Sub-Adviser seeks to allocate derivative transactions to limit exposure to any single counterparty. The Fund has not
adopted a maximum percentage limit with respect to derivative investments. However, the Board of Trustees will receive regular
reports from the Investment Adviser and the Sub-Adviser regarding the Fund&rsquo;s use of derivative instruments and the effect of
derivative transactions on the management of the Fund&rsquo;s portfolio and the performance of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-indent: 20pt; margin: 0 0 12pt"><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Credit Derivatives. </I>Credit default derivatives are linked
to the price of reference securities or loans after a default by the issuer or borrower, respectively. Market spread derivatives are based
on the risk that changes in market factors, such as credit spreads, can cause a decline in the value of a security, loan or index. There
are three basic transactional forms for credit derivatives: swaps, options and structured instruments. The use of credit derivatives is
a highly specialized activity which involves strategies and risks different from those associated with ordinary portfolio security transactions.
When the Fund engages in a credit derivative transaction, it may have to earmark or segregate cash or liquid securities, and mark the
same on a daily basis, in an amount necessary to comply with currently applicable regulatory requirements.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-indent: 20pt; margin: 0 0 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Fund may invest in credit default swap transactions and credit-linked
notes (described below) for hedging and investment purposes. The &ldquo;buyer&rdquo; in a credit default swap contract is obligated to
pay the &ldquo;seller&rdquo; a periodic stream of payments over the term of the contract provided that no event of default on an underlying
reference obligation has occurred. If an event of default occurs, the seller must pay the buyer the full notional value, or &ldquo;par
value,&rdquo; of the reference obligation. Credit default swap transactions are either &ldquo;physical delivery&rdquo; settled or &ldquo;cash&rdquo;
settled. Physical delivery entails the actual delivery of the reference asset to the seller in exchange for the payment of the full par
value of the reference asset. Cash settled entails a net cash payment from the seller to the buyer based on the difference of the par
value of the reference asset and the current value of the reference asset that may, after a default, have lost some, most, or all of its
value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-indent: 20pt; margin: 0 0 12pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Fund may be either the buyer or seller in a credit default swap
transaction and generally will be a buyer in instances in which the Fund actually owns the underlying debt security and seeks to hedge
against the risk of default in that debt security. If the Fund is a buyer and no event of default occurs, the Fund will have made a series
of periodic payments (in an amount more or less than the value of the cash flows received on the underlying debt security) and recover
nothing of monetary value. However, if an event of default occurs, the Fund (if the buyer) will receive the full notional value of the
reference obligation either through a cash payment in exchange for such asset or a cash payment in addition to owning the reference asset.
The Fund generally will be a seller when it seeks to take the credit risk of a particular debt security and, as a seller, the Fund receives
a fixed rate of income throughout the term of the contract, which typically is between six months and ten years, provided that there is
no event of default. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation
through either physical settlement and/or cash settlement. Credit default swap transactions involve greater risks than if the Fund had
invested in the reference obligation directly, including counterparty credit risk and leverage risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">typically is between six months and five years, provided that there
is no credit event during the pendency of the trade. If a credit event occurs, the Fund as seller generally must pay the buyer the full
notional value, or &ldquo;par value&rdquo; of the swap in exchange for an equal face amount of the reference obligations of the entity
described in the swap, or the Fund may be required to deliver the related net cash amount, depending on the settlement methodology of
the swap. Unless and until the Fund actually receives the defaulted reference obligation, it will not be a holder of record of such obligation
and will not have any rights as a creditor against the relevant issuer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund would earmark and reserve assets necessary
to meet any accrued payment obligations when it is the buyer of a credit default swap. In cases where the Fund is the seller of a credit
default swap, if the credit default swap provides for physical settlement, the Fund would be required to earmark and reserve the full
notional amount of the credit default swap. Where the Fund sells protection, it effectively adds the equivalent of leverage to its portfolio
because, in addition to its total assets, the Fund would be subject to investment exposure on the notional amount of the swap.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Foreign Currency Transactions. </I>The Fund
may (but is not required to) hedge some or all of its exposure to non-U.S. currencies through the use of forward foreign currency exchange
contracts, options on foreign currencies, foreign currency futures contracts and swaps and other derivatives transactions. Suitable hedging
transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in such transactions at
any given time or from time to time when they would be beneficial. Although the Fund has the flexibility to engage in such transactions,
the Investment Adviser or Sub-Adviser may determine not to do so or to do so only in unusual circumstances or market conditions. These
transactions may not be successful and may eliminate any chance for the Fund to benefit from favorable fluctuations in relevant foreign
currencies. The Fund may also use derivatives transactions for purposes of increasing exposure to a foreign currency or to shift exposure
to foreign currency fluctuations from one currency to another.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">For a more complete discussion of the Fund&rsquo;s
investment practices involving transactions in derivatives and certain other investment techniques, see &ldquo;Investment Objective and
Policies&mdash;Derivative Instruments&rdquo; in the Fund&rsquo;s SAI.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0in"><B>Municipal Securities</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">The Fund may invest directly or indirectly in municipal securities.
Municipal securities include securities issued by or on behalf of states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and instrumentalities, the payments from which, in the opinion of
bond counsel to the issuer, are excludable from gross income for federal income tax purposes. Municipal securities also include
taxable securities issued by such issuers. Municipal bonds may include those backed by, among other things, state taxes and
essential service revenues as well as health care and higher education issuers, among others, or be supported by dedicated revenue
streams and/or statutory liens.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0">Temporary Investments</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">At any time when a temporary posture is believed
by the Investment Adviser to be warranted (a &ldquo;temporary defensive period&rdquo;), the Fund may, without limitation, hold cash or
invest its assets in money market instruments and repurchase agreements in respect of those instruments. The money market instruments
in which the Fund may invest are obligations of the U.S. government, its agencies or instrumentalities; commercial paper rated A-1 or
higher by S&amp;P or Prime-1 by Moody&rsquo;s; and certificates of deposit and bankers&rsquo; acceptances issued by domestic branches
of U.S. banks that are members of the Federal Deposit Insurance Corporation. During a temporary defensive period, the Fund may also invest
in shares of money market mutual funds. Money market mutual funds are investment companies, and the investments in those companies by
the Fund are in some cases subject to the 1940 Act&rsquo;s limitations on investments in other investment companies. See &ldquo;Investment
Restrictions&rdquo; in the Fund&rsquo;s SAI. As a shareholder in a mutual fund, the Fund will bear its ratable share of its expenses,
including management fees, and will remain subject to payment of the fees to the Investment Adviser, with respect to assets so invested.
See &ldquo;Management of the Fund.&rdquo; The Fund may not achieve its investment objective during a temporary defensive period or be
able to sustain its historical distribution levels.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Certain Other Investment Practices</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>When Issued, Delayed Delivery Securities and
Forward Commitments. </I>The Fund may enter into forward commitments for the purchase or sale of securities, including on a &ldquo;when
issued&rdquo; or &ldquo;delayed delivery&rdquo; basis, in excess of customary settlement periods for the type of security involved. In
some cases, a forward commitment may be conditioned upon the occurrence of a subsequent event, such as approval and consummation of a
merger,</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">corporate reorganization or debt restructuring (i.e., a when, as
and if issued security). When such transactions are negotiated, the price is fixed at the time of the commitment, with payment and delivery
taking place in the future, generally a month or more after the date of the commitment. While it will only enter into a forward commitment
with the intention of actually acquiring the security, the Fund may sell the security before the settlement date if it is deemed advisable.
Securities purchased under a forward commitment are subject to market fluctuation, and no interest (or dividends) accrues to the Fund
prior to the settlement date. Under current regulatory requirements, the Fund will segregate with its
custodian cash or liquid securities in an aggregate amount at least equal to the amount of its outstanding forward commitments. There
is a risk that the securities may not be delivered and that the Fund may incur a loss. Forward commitments involve a risk of loss if the
value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in value
of the Fund&rsquo;s other assets. In addition, recently finalized FINRA rules include mandatory margin requirements that will require
the Fund to post collateral in connection with certain of these transactions. There is no similar requirement applicable to the Fund&rsquo;s
counterparties. The required collateralization of these transactions could increase the cost of such transactions to the Fund and impose
added operational complexity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Loans of Portfolio Securities. </I>To increase
income, the Fund may lend its portfolio securities to securities broker-dealers or financial institutions if (i) the loan is collateralized
in accordance with applicable regulatory requirements and (ii) no loan will cause the value of all loaned securities to exceed 33<FONT STYLE="font-size: 10pt">1</FONT>/<FONT STYLE="font-size: 10pt">3</FONT>%
of the value of the Fund&rsquo;s total assets. If the borrower fails to maintain the requisite amount of collateral, the loan automatically
terminates and the Fund could use the collateral to replace the securities while holding the borrower liable for any excess of replacement
cost over the value of the collateral. As with any extension of credit, there are risks of delay in recovery and in some cases even loss
of rights in collateral should the borrower of the securities fail financially. There can be no assurance that borrowers will not fail
financially. On termination of the loan, the borrower is required to return the securities to the Fund, and any gain or loss in the market
price during the period of the loan would inure to the Fund. If the other party to the loan petitions for bankruptcy or becomes subject
to the United States Bankruptcy Code, the law regarding the rights of the Fund is unsettled. As a result, under extreme circumstances,
there may be a restriction on the Fund&rsquo;s ability to sell the collateral and the Fund would suffer a loss. See &ldquo;Investment
Objective and Policies Loans of Portfolio Securities&rdquo; in the Fund&rsquo;s SAI.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-indent: 20pt; margin: 0 0 12pt"><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Repurchase Agreements. </I>Repurchase agreements may be seen
as loans by the Fund collateralized by underlying debt securities. Under the terms of a typical repurchase agreement, the Fund would acquire
an underlying debt obligation or other security for a relatively short period (usually not more than one week) subject to an obligation
of the seller to repurchase, and the Fund to resell, the obligation at an agreed price and time. This arrangement results in a fixed rate
of return to the Fund that is not subject to market fluctuations during the holding period. In the event of the insolvency of the counterparty
to a repurchase agreement, recovery of the repurchase price owed to the Fund may be delayed. Such an insolvency may result in a loss to
the extent that the value of the purchased securities or other assets decreases during the delay or that value has otherwise not been
maintained at an amount equal to the repurchase price. The Sub-Adviser reviews the creditworthiness of the counterparties with which the
Fund enters into repurchase agreements to evaluate these risks and monitors on an ongoing basis the value of the securities subject to
repurchase agreements to ensure that the value is maintained at the required level. The Fund will not enter into repurchase agreements
with the Investment Adviser, the Sub-Adviser or their affiliates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-indent: 20pt; margin: 0"><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reverse Repurchase Agreements</I>. The Fund may enter into reverse repurchase
agreements. Under a reverse repurchase agreement, the Fund temporarily transfers possession of a portfolio instrument to another party,
such as a bank or broker-dealer, in return for cash. At the same time, the Fund agrees to repurchase the instrument at an agreed upon
time and price, which reflects an interest payment. The Fund may enter into such agreements when it is able to invest the cash acquired
at a rate higher than the cost of the agreement, which would increase earned income. Reverse repurchase agreements involve the risks that
the interest income earned on the investment of the proceeds will be less than the interest expense and Fund expenses associated with
the repurchase agreement, that the market value of the securities or other assets sold by the Fund may decline below the price at which
the Fund is obligated to repurchase such securities and that the securities may not be returned to the Fund. There is no assurance that
reverse repurchase agreements can be successfully employed. In the event of the insolvency of the counterparty to a reverse repurchase
agreement, recovery of the securities or other assets sold by the Fund may be delayed. The counterparty&rsquo;s insolvency may result
in a loss equal to the amount by which the value of the securities or other assets sold by the Fund exceeds the repurchase price payable
by the Fund; if the value of the purchased securities or other assets increases during such a delay, that loss may also be increased.
When the Fund enters into a reverse repurchase agreement, any fluctuations in the market value of either the instruments transferred to
another party or the instruments in which the proceeds may be invested would affect the market value of the Fund&rsquo;s assets. As a
result, such transactions may increase fluctuations in the net asset value of the Fund&rsquo;s Common Shares. Because reverse repurchase
agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. Such agreements will
be treated as subject to investment restrictions regarding &ldquo;borrowings.&rdquo; If the Fund reinvests the proceeds of a reverse repurchase
agreement at a rate lower than the cost of the agreement, entering into the agreement will lower the Fund&rsquo;s cash available for distribution.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"></P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Portfolio Turnover</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will buy and sell securities to seek
to accomplish its investment objective. Portfolio turnover generally involves some expense to the Fund, including brokerage commissions
or dealer mark-ups and other transaction costs on the sale of securities and reinvestment in other securities. The portfolio turnover
rate is computed by dividing the lesser of the amount of the securities purchased or securities sold by the average monthly value of securities
owned during the year (excluding securities whose maturities at acquisition were one year or less). The Fund&rsquo;s portfolio turnover
rate may vary greatly from year to year. Higher portfolio turnover may decrease the after-tax return to individual investors in the Fund
to the extent it results in a decrease of the long-term capital gains portion of distributions to shareholders. For the fiscal years ended
May 31, 2021 and May 31, 2020, the Fund&rsquo;s portfolio turnover rate was 64% and 41%, respectively.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Investment Restrictions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund has adopted certain other investment
limitations designed to limit investment risk. These limitations are fundamental and may not be changed without the approval of the holders
of a majority of the outstanding Common Shares, as defined in the 1940 Act (and preferred shares, if any, voting together as a single
class). See &ldquo;Investment Restrictions&rdquo; in the SAI for a complete list of the fundamental investment policies of the Fund.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Use of Financial
Leverage</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may seek to enhance the level of
its current distributions by utilizing financial leverage through the issuance of preferred shares (&ldquo;Preferred Shares&rdquo;),
through borrowing or the issuance of commercial paper or other forms of debt (&ldquo;Borrowings&rdquo;), through reverse repurchase
agreements, dollar rolls or similar transactions or through a combination of the foregoing (&ldquo;leveraged transactions&rdquo; and
collectively &ldquo;Financial Leverage&rdquo;). The Fund may utilize Financial Leverage up to the limits imposed by the 1940 Act;
however, the aggregate amount of Financial Leverage is not currently expected to exceed 33<FONT STYLE="font-size: 10pt">1</FONT>/<FONT STYLE="font-size: 10pt">3</FONT>%
of the Fund&rsquo;s Managed Assets after such issuance and/or borrowing. So long as the net rate of return on the Fund&rsquo;s
investments purchased with the proceeds of Financial Leverage exceeds the cost of such Financial Leverage, such excess amounts will
be available to pay higher distributions to holders of the Fund&rsquo;s Common Shares. There can be no assurance that a leveraging
strategy will be implemented or that it will be successful during any period during which it is employed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As of May 31, 2021, outstanding Borrowings under
the Fund&rsquo;s committed facility agreement were $38.5 million, which represented approximately 3.1% of the Fund&rsquo;s Managed Assets
as of such date. In addition, as of May 31, 2021, the Fund had reverse repurchase agreements outstanding representing Financial Leverage
equal to approximately 26.8% of the Fund&rsquo;s Managed Assets. As of May 31, 2021, the Fund&rsquo;s total Financial Leverage represented
approximately 29.9% of the Fund&rsquo;s Managed Assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s total Financial Leverage and
leveraged transactions may vary significantly over time based on the Sub-Adviser&rsquo;s assessment of market and economic conditions,
available investment opportunities and cost of leverage. The Fund has at times used significantly greater levels of leverage than on May
31, 2021, and may in the future increase leverage up to the parameters set forth herein.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Borrowing</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is authorized to borrow or issue debt
securities for financial leveraging purposes and for temporary purposes such as the settlement of transactions. The Fund may utilize indebtedness
to the maximum extent permitted under the 1940 Act. Under the 1940 Act, the Fund generally is not permitted to issue commercial paper
or notes or engage in other Borrowings, other than temporary borrowings as defined under the 1940 Act, unless, immediately after the Borrowing,
the Fund would have asset coverage (as defined in the 1940 Act) of less than 300%, as measured at the time of borrowing and calculated
as the ratio of the Fund&rsquo;s total assets (less all liabilities and indebtedness not represented by senior securities) over the aggregate
amount of the Fund&rsquo;s outstanding senior securities representing indebtedness. In addition, other than with respect to privately
arranged Borrowings, the Fund generally is not permitted to declare any cash dividend or other distribution on any class of the Fund&rsquo;s
capital stock, including the Common Shares, or purchase any such capital stock, unless, at the time of such declaration, the Fund would
have asset coverage (as described above) of at least 300% after deducting the amount of such dividend or other distribution. If the Fund
borrows, the Fund intends, to the extent possible, to prepay all or a portion of the principal amount of any outstanding commercial paper,
notes or other Borrowings to the extent necessary to maintain the required asset coverage.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The terms of any such Borrowings may require
the Fund to pay a fee to maintain a line of credit, such as a commitment fee, or to maintain minimum average balances with a lender. Any
such requirements would increase the cost of such Borrowings over the stated interest rate. Such lenders would have the right to receive
interest on and repayment of principal of any such Borrowings, which right will be senior to those of the Common Shareholders. Any such
Borrowings may contain provisions limiting certain activities of the Fund, including the payment of dividends to Common Shareholders in
certain circumstances. Any Borrowings will likely be ranked senior or equal to all other existing and future Borrowings of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain types of Borrowings subject the Fund
to covenants in credit agreements relating to asset coverage and portfolio composition requirements. Certain Borrowings issued by the
Fund also may subject the Fund to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may
issue ratings for such Borrowings. Such guidelines may impose asset coverage or portfolio composition requirements that are more stringent
than those imposed by the 1940 Act. It is not anticipated that these covenants or guidelines will impede the Sub-Adviser from managing
the Fund&rsquo;s portfolio in accordance with the Fund&rsquo;s investment objective and policies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The 1940 Act grants to the holders of senior
securities representing indebtedness issued by the Fund, other than with respect to privately arranged Borrowings, certain voting rights
in the event of default in the payment of interest on or repayment of principal. Failure to maintain certain asset coverage requirements
under the 1940 Act could result in an event of default and entitle the debt holders to elect a majority of the Board.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund has entered into a committed
facility agreement with BNP Paribas, dated as of November 20, 2008, and amended through the date hereof, pursuant to which the Fund
may borrow up to $80 million (this amount will increase to the greater of $750 million or 50%
of the Net Asset Value of the Fund at the closing of the mergers of Guggenheim Enhanced Equity Income Fund and Guggenheim Credit Allocation
Fund into the Fund). Interest payable by the Fund on Borrowings under the committed facility agreement is based on the three-month London
Interbank Offered Rate (LIBOR) plus 85 basis points. An unused commitment fee of 0.75% may be charged on the difference between the
maximum committed amount and the actual amount borrowed. On May 31, 2021, outstanding Borrowings under the Fund&rsquo;s committed
facility agreement were $38.5 million. The Fund&rsquo;s Borrowings under the committed facility are collateralized by portfolio
assets which are maintained by the Fund in a separate account with the Fund&rsquo;s custodian for the benefit of the lender, which
collateral exceeds the amount borrowed. Securities deposited in the collateral account may, subject to certain conditions, be
rehypothecated by BNP Paribas up to the amount of the loan balance outstanding. The Fund continues to receive dividends and interest
on rehypothecated securities. The Fund also has the right to recall rehypothecated securities on demand and such securities shall be
returned to the collateral account within the ordinary settlement cycle. In the event a recalled security is not returned by the
lender, the loan balance outstanding will be reduced by the amount of the recalled security failed to be returned. The Fund receives
a portion of the fees earned by BNP Paribas in connection with the rehypothecation of portfolio securities. Rehypothecation of the
Fund&rsquo;s pledged portfolio securities entails risks, including the risk that the lender will be unable or unwilling to return
rehypothecated securities which could result in, among other things, the Fund&rsquo;s inability to find suitable investments to
replace the unreturned securities, thereby impairing the Fund&rsquo;s ability to achieve its investment objectives. In the event of
a default by the Fund under the committed facility, the lender has the right to sell such collateral assets to satisfy the
Fund&rsquo;s obligation to the lender. The amounts drawn under the committed facility may vary over time and such amounts will be
reported in the Fund&rsquo;s audited and unaudited financial statements contained in the Fund&rsquo;s annual and semi-annual reports
to shareholders.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Reverse Repurchase Agreements and Dollar Roll Transactions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Borrowings may be made by the Fund through reverse
repurchase agreements under which the Fund sells portfolio securities to financial institutions such as banks and broker-dealers and agrees
to repurchase them at a particular date and price. Such agreements are considered to be borrowings under the 1940 Act. The Fund may utilize
reverse repurchase agreements when it is anticipated that the interest income to be earned from the investment of the proceeds of the
transaction is greater than the interest expense of the transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Borrowings may be made by the Fund through
dollar roll transactions. A dollar roll transaction involves a sale by the Fund of a mortgage-backed or other fixed-income security
concurrently with an agreement by the Fund to repurchase a similar security at a later date at an agreed-upon price. The securities
that are repurchased will bear the same interest rate and stated maturity as those sold, but pools of mortgages collateralizing
those securities may have different prepayment histories than those sold. During the period between the sale and repurchase, the
Fund will not be entitled to receive interest and principal payments on the securities sold. Proceeds of the sale will be invested
in</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">additional instruments for the Fund, and the income from these investments
will generate income for the Fund. If such income does not exceed the income, capital appreciation and gain or loss that would have been
realized on the securities sold as part of the dollar roll, the use of this technique will diminish the investment performance of the
Fund compared with what the performance would have been without the use of dollar rolls.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">With respect to any reverse repurchase agreement,
dollar roll or similar transaction, the Fund&rsquo;s Managed Assets shall include any proceeds from the sale of an asset of the Fund to
a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">With respect to Financial Leverage incurred through
investments in reverse repurchase agreements, dollar rolls and economically similar transactions, the Fund intends to earmark or segregate
cash or liquid securities in accordance with applicable interpretations of the staff of the SEC. As a result of such segregation, the
Fund&rsquo;s obligations under such transactions will not be considered senior securities representing indebtedness for purposes of the
1940 Act and the Fund&rsquo;s use of leverage through reverse repurchase agreements, dollar rolls and economically similar transactions
will not be limited by the 1940 Act. However, the Fund&rsquo;s use of leverage through reverse repurchase agreements, dollar rolls and
economically similar transactions will be included when calculating the Fund&rsquo;s Financial Leverage and therefore will be limited
by the Fund&rsquo;s maximum overall leverage levels approved by the Board of Trustees (currently 33<FONT STYLE="font-size: 10pt">1</FONT>/<FONT STYLE="font-size: 10pt">3</FONT>%
of the Fund&rsquo;s Managed Assets) and may be further limited by the availability of cash or liquid securities to earmark or segregate
in connection with such transactions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As described below, the SEC adopted a final rule related to the use of
derivatives, reverse repurchase agreements and certain other transactions by registered investment companies that will rescind and withdraw
the guidance of the SEC and its staff regarding asset segregation and coverage transactions reflected in the Fund&rsquo;s asset segregation
and cover practices discussed herein. Under the final rule, when the Fund trades reverse repurchase agreements or similar financing transactions,
including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements
or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating
the Fund&rsquo;s asset coverage ratio or treat all such transactions as derivatives transactions. Reverse repurchase agreements or similar
financing transactions aggregated with other indebtedness do not need to be included in the calculation of whether the Fund is a limited
derivatives user, but if the Fund is subject to the VaR testing requirement, reverse repurchase agreements and similar financing transactions
must be included for purposes of such testing whether treated as derivatives transactions or not.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Preferred Shares</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s Governing Documents provide
that the Board may authorize and issue Preferred Shares with rights as determined by the Board, by action of the Board without prior approval
of the holders of the Common Shares. Common Shareholders have no preemptive right to purchase any Preferred Shares that might be issued.
Any such Preferred Share offering would be subject to the limits imposed by the 1940 Act. Although the Fund has no present intention to
issue Preferred Shares, it may in the future utilize Preferred Shares to the maximum extent permitted by the 1940 Act. Under the 1940
Act, the Fund may not issue Preferred Shares if, immediately after issuance, the Fund would have asset coverage (as defined in the 1940
Act) of less than 200%, calculated as the ratio of the Fund&rsquo;s total assets (less all liabilities and indebtedness not represented
by senior securities) over the aggregate amount of the Fund&rsquo;s outstanding senior securities representing indebtedness plus the aggregate
liquidation preference of any outstanding shares of preferred stock. In addition, the Fund generally is not permitted to declare any cash
dividend or other distribution on the Fund&rsquo;s Common Shares, or purchase any such Common Shares, unless, at the time of such declaration,
the Fund would have asset coverage (as described above) of at least 200% after deducting the amount of such dividend or other distribution.
The 1940 Act grants to the holders of senior securities representing stock issued by the Fund certain voting rights. Failure to maintain
certain asset coverage requirements under the 1940 Act could entitle the holders of Preferred Shares to elect a majority of the Board.
See &ldquo;Description of Capital Structure-Preferred Shares.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Certain Portfolio Transactions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition the Fund may engage in certain
derivatives transactions that have economic characteristics similar to leverage. To the extent the terms of such transactions
obligate the Fund to make payments, under current regulatory requirements, the Fund intends to earmark or segregate cash or liquid
securities in an amount at least equal to the current value of the amount then payable by the Fund under the terms of such
transactions or otherwise cover such transactions in accordance with applicable interpretations of the staff of the SEC. To the
extent the terms of such transactions obligate the Fund to deliver particular securities to extinguish the Fund&rsquo;s obligations
under such transactions the Fund may &ldquo;cover&rdquo; its obligations under such transactions by either (i) owning the securities
or collateral underlying such transactions or (ii) having an absolute and immediate right to acquire such securities or collateral
without additional cash consideration (or, if additional cash consideration is required, having earmarked or segregated cash or
liquid securities). Such segregation or cover is intended to provide the Fund with available assets to satisfy its obligations under
such transactions. As a result of such segregation or cover, the Fund&rsquo;s obligations under such transactions will not be
considered senior securities representing indebtedness for purposes of the 1940 Act, or included in calculating the aggregate amount
of the Fund&rsquo;s Financial Leverage. To the extent that the Fund&rsquo;s obligations under such transactions are not so
segregated or covered, such obligations may be considered &ldquo;senior securities representing indebtedness&rdquo; under the 1940
Act and therefore subject to the 300% asset coverage requirement, as described above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">In October 2020, the SEC adopted a final rule
related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies that
will rescind and withdraw the guidance of the SEC and its staff regarding asset segregation and cover transactions reflected in the Fund&rsquo;s
asset segregation and cover practices discussed herein. The final rule requires the Fund to trade derivatives and other transactions that
create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions) subject to value-at-risk
(&ldquo;VaR&rdquo;) leverage limits and derivatives risk management program and reporting requirements. Generally, these requirements
apply unless a fund satisfies a &ldquo;limited derivatives users&rdquo; exception that is included in the final rule. Under the final
rule, when the Fund trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, it
needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with
the aggregate amount of any other senior securities representing indebtedness when calculating the fund&rsquo;s asset coverage ratio or
treat all such transactions as derivatives transactions. Reverse repurchase agreements or similar financing transactions aggregated with
other indebtedness do not need to be included in the calculation of whether a fund satisfies the limited derivatives users exception,
but for funds subject to the VaR testing requirement, reverse repurchase agreements and similar financing transactions must be included
for purposes of such testing whether treated as derivatives transactions or not. The SEC also provided guidance in connection with the
new rule regarding the use of securities lending collateral that may limit the Fund&rsquo;s securities lending activities. Compliance
with these new requirements will be required after an eighteen-month transition period. Following the compliance date, these requirements
may limit the ability of the Fund to use derivatives and reverse repurchase agreements and similar financing transactions as part of its
investment strategies. These requirements may increase the cost of the Fund&rsquo;s investments and cost of doing business, which could
adversely affect investors.</P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Effects of Financial Leverage</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As of May 31, 2021, outstanding Borrowings under
the committed facility agreement were $38.5 million, which represented approximately 3.1% of the Fund&rsquo;s Managed Assets as of such
date. In addition, as of May 31, 2021, the Fund had reverse repurchase agreements outstanding representing Financial Leverage equal to
approximately 26.8% of the Fund&rsquo;s Managed Assets. As of May 31, 2021, the Fund&rsquo;s total Financial Leverage represented approximately
29.9% of the Fund&rsquo;s Managed Assets. Assuming the Fund&rsquo;s total Financial Leverage represented approximately 33<FONT STYLE="font-size: 10pt">1</FONT>/<FONT STYLE="font-size: 10pt">3</FONT>%
of the Fund&rsquo;s Managed Assets and interest costs to the Fund at a combined average annual rate of 0.55% with respect to such Financial
Leverage, then the incremental income generated by the Fund&rsquo;s portfolio (net of estimated expenses including expenses related to
the Financial Leverage) must exceed approximately 0.18% to cover such interest expense. Of course, these numbers are merely estimates
used for illustration. The amount of Financial Leverage used by the Fund as well as actual interest expenses on such Financial Leverage
will vary.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following table is furnished pursuant to
requirements of the SEC. It is designed to illustrate the effect of leverage on Common Share total return, assuming investment portfolio
total returns (comprised of income, net expenses and changes in the value of investments held in the Fund&rsquo;s portfolio) of -10%,
-5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of what the
Fund&rsquo;s investment portfolio returns will be. The table further assumes Financial Leverage representing approximately 33<FONT STYLE="font-size: 10pt">1</FONT>/<FONT STYLE="font-size: 10pt">3</FONT>%
of the Fund&rsquo;s Managed Assets and interest costs to the Fund at a combined average annual rate of 0.55% with respect to such Financial
Leverage.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
    <TD STYLE="width: 50%; padding-right: 5.75pt; padding-left: 5.75pt">Assumed portfolio total return (net of expenses)</TD>
    <TD STYLE="width: 10%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">(10.00)%</TD>
    <TD STYLE="width: 10%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">(5.00)%</TD>
    <TD STYLE="width: 10%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">0.00%</TD>
    <TD STYLE="width: 10%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">5.00%</TD>
    <TD STYLE="width: 10%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">10.00%</TD></TR>
  <TR STYLE="vertical-align: top; background-color: white">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">Common Share total return</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">-15.28%</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">-7.78%</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">-0.28%</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">7.22%</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: right">14.72%</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in">Common Share total return is composed of two elements&mdash;the
Common Share dividends paid by the Fund (the amount of which is largely determined by the Fund&rsquo;s net investment income after paying
the carrying cost of Financial Leverage) and realized and unrealized gains or losses on the value of the securities the Fund owns. As
required by SEC rules, the table assumes that the Fund is more likely to suffer capital loss than to enjoy capital appreciation. For example,
to assume a total return of 0%, the Fund must assume that the net investment income it receives on its investments is entirely offset
by losses on the value of those investments. This table reflects the hypothetical performance of the Fund&rsquo;s portfolio and not the
performance of the Fund&rsquo;s Common Shares, the value of which will be determined by market and other factors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">During the time in which the Fund is utilizing
Financial Leverage, the amount of the fees paid to the Investment Adviser and the Sub-Adviser for investment advisory services will be
higher than if the Fund did not utilize Financial Leverage because the fees paid will be calculated based on the Fund&rsquo;s Managed
Assets, which may create a conflict of interest between the Investment Adviser and the Sub-Adviser and the Common Shareholders. In order
to manage this conflict of interest, the Board will receive regular reports from the Investment Adviser and the Sub-Adviser regarding
the Fund&rsquo;s use of Financial Leverage and the effect of Financial Leverage on the management of the Fund&rsquo;s portfolio and the
performance of the Fund. Because the Financial Leverage costs will be borne by the Fund at a specified rate, only the Fund&rsquo;s Common
Shareholders will bear the cost of the Fund&rsquo;s fees and expenses.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Interest Rate Transactions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In connection with the Fund&rsquo;s use of Financial
Leverage, the Fund may enter into interest rate swap or cap transactions. Interest rate swaps involve the Fund&rsquo;s agreement with
the swap counterparty to pay a fixed-rate payment in exchange for the counterparty&rsquo;s paying the Fund a variable rate payment that
is intended to approximate all or a portion of the Fund&rsquo;s variable-rate payment obligation on the Fund&rsquo;s Financial Leverage.
The payment obligation would be based on the notional amount of the swap, which will not exceed the amount of the Fund&rsquo;s Financial
Leverage.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may use an interest rate cap, which
would require it to pay a premium to the cap counterparty and would entitle it, to the extent that a specified variable-rate index exceeds
a predetermined fixed rate, to receive payment from the counterparty of the difference based on the notional amount. The Fund would use
interest rate swaps or caps only with the intent to reduce or eliminate the risk that an increase in short-term interest rates could have
on Common Share net earnings as a result of leverage.</P>


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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will usually enter into swaps or
caps on a net basis; that is, the two payment streams will be netted out in a cash settlement on the payment date or dates specified
in the instrument, with the Fund&rsquo;s receiving or paying, as the case may be, only the net amount of the two payments. Under
current regulatory requirements, the Fund intends to segregate cash or liquid securities having a value at least equal to the
Fund&rsquo;s net payment obligations under any swap transaction, marked-to-market daily. The Fund will treat such amounts as
illiquid.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The use of interest rate swaps and caps is a
highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security
transactions. Depending on the state of interest rates in general, the Fund&rsquo;s use of interest rate instruments could enhance or
harm the overall performance of the Common Shares. To the extent there is a decline in interest rates, the net amount receivable by the
Fund under the interest rate swap or cap could decline and could thus result in a decline in the net asset value of the Common Shares.
In addition, if short-term interest rates are lower than the Fund&rsquo;s fixed rate of payment on the interest rate swap, the swap will
reduce Common Share net earnings if the Fund must make net payments to the counterparty. If, on the other hand, short-term interest rates
are higher than the fixed rate of payment on the interest rate swap, the swap will enhance Common Share net earnings if the Fund receives
net payments from the counterparty. Buying interest rate caps could enhance the performance of the Common Shares by limiting the Fund&rsquo;s
maximum leverage expense.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Buying interest rate caps could also decrease
the net earnings of the Common Shares if the premium paid by the Fund to the counterparty exceeds the additional cost of the Financial
Leverage that the Fund would have been required to pay had it not entered into the cap agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Interest rate swaps and caps do not involve the
delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited
to the net amount of interest payments that the Fund is contractually obligated to make. If the counterparty defaults, the Fund would
not be able to use the anticipated net receipts under the swap or cap to offset the costs of the Financial Leverage. Depending on whether
the Fund would be entitled to receive net payments from the counterparty on the swap or cap, which in turn would depend on the general
state of short-term interest rates at that point in time, such a default could negatively impact the performance of the Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Although this will not guarantee that the counterparty
does not default, the Fund will not enter into an interest rate swap or cap transaction with any counterparty that the Sub-Adviser believes
does not have the financial resources to honor its obligation under the interest rate swap or cap transaction. Further, the Sub-Adviser
will regularly monitor the financial stability of a counterparty to an interest rate swap or cap transaction in an effort to proactively
protect the Fund&rsquo;s investments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition, at the time the interest rate swap
or cap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction
or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative
impact on the performance of the Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may choose or be required to redeem
some or all Fund Preferred Shares, if any, or prepay any Borrowings. Such a redemption or prepayment would likely result in the Fund&rsquo;s
seeking to terminate early all or a portion of any swap or cap transaction. Such early termination of a swap could result in a termination
payment by or to the Fund. An early termination of a cap could result in a termination payment to the Fund. There may also be penalties
associated with early termination.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Risks</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Investors should consider the following risk
factors and special considerations associated with investing in the Fund. Investors should be aware that in light of the current uncertainty,
volatility and distress in economies, financial markets, and labor and health conditions over the world, the risks below are heightened
significantly compared to normal conditions and therefore subject the Fund&rsquo;s investments and a shareholder&rsquo;s investment in
the Fund to elevated investment risk, including the possible loss of the entire principal amount invested. The fact that a particular risk below is not specifically identified as being heightened under current conditions does not mean that the
risk is not greater than under normal conditions.</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Not a Complete Investment Program</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">An investment in the Common Shares of the Fund
should not be considered a complete investment program. The Fund is intended for long-term investors seeking current income and capital
appreciation. An investment in the Fund is not meant to provide a vehicle for those who wish to play short-term swings in the market.
Each Common Shareholder should take into account the Fund&rsquo;s investment objective as well as the Common</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Shareholder&rsquo;s other investments when considering an investment
in the Fund. Before making an investment decision, a prospective investor should consider (i) the suitability of this investment with
respect to his or her investment objectives and personal situation and (ii) factors such as his or her personal net worth, income, age,
risk tolerance and liquidity needs.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Investment and Market Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">An investment in the Common Shares of the
Fund is subject to investment risk, particularly under current economic, financial, labor and health conditions, including the
possible loss of the entire principal amount that you invest. The global ongoing crisis caused by the outbreak of COVID-19 and the
current recovery underway is causing disruption to consumer demand and economic output and supply chains. There are still travel
restrictions and quarantines, and adverse impacts on local and global economies. Investors should be aware that in light of the
current uncertainty, volatility and distress in economies, financial markets, and labor and public health conditions around the
world, the Fund&rsquo;s investments and a shareholder&rsquo;s investment in the Fund are subject to sudden and substantial losses,
increased volatility and other adverse events. Firms through which investors invest with the Fund, the Fund, its service providers,
the markets in which it invests and market intermediaries are also impacted by and similar measures intended to respond to and
contain the ongoing pandemic, which can obstruct their functioning and subject them to heightened operational and other risks. It is
unknown how long current circumstances will persist, whether they will reoccur in the future and whether efforts to support the
economy and financial markets will be successful.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">An investment in the Common Shares of the Fund
represents an indirect investment in the securities owned by the Fund. The value of, or income generated by, the investments held by the
Fund are subject to the possibility of rapid and unpredictable fluctuation. These movements may result from factors affecting individual
companies, or from broader influences, including real or perceived changes in prevailing interest rates, changes in inflation or expectations
about inflation, investor confidence or economic, political, social or financial market conditions, natural/environmental disasters, ,
cyber-attacks, terrorism, governmental or quasi-governmental actions, public health emergencies (such as the spread of infectious diseases,
pandemics and epidemics) and other similar events, that each of which may be temporary or last for extended periods. For example, the
risks of a borrower&rsquo;s default or bankruptcy or non-payment of scheduled interest or principal payments from senior floating rate
interests held by the Fund are especially acute under these conditions. Furthermore, interest rates and bond yields may fall as a result
of types of events, including responses by governmental entities to such events, which would magnify the Fund&rsquo;s fixed-income instruments&rsquo;
susceptibility to interest rate risk and diminish their yield and performance. Moreover, the Fund&rsquo;s investments in ABS are subject
to many of the same risks that are applicable to investments in securities generally, including interest rate risk, credit risk, foreign
currency risk, below-investment grade securities risk, financial leverage risk, prepayment and regulatory risk, which would be elevated
under the foregoing circumstances.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Different sectors, industries and security types
may react differently to such developments and, when the market performs well, there is no assurance that the Fund&rsquo;s investments
will increase in value along with the broader markets. Volatility of financial markets, including potentially extreme volatility caused
by the events described above or other events, can expose the Fund to greater market risk than normal, possibly resulting in greatly reduced
liquidity. Moreover, changing economic, political, social or financial market conditions in one country or geographic region could adversely
affect the value, yield and return of the investments held by the Fund in a different country or geographic region because of the increasingly
interconnected global economies and financial markets. The Adviser potentially could be prevented from considering, managing and executing
investment decisions at an advantageous time or price or at all as a result of any domestic or global market or other disruptions, particularly
disruptions causing heightened market volatility and reduced market liquidity, such as the current conditions, which have also resulted
in impediments to the normal functioning of workforces, including personnel and systems of the Fund&rsquo;s service providers and market
intermediaries. The value of the securities owned by the Fund may decline due to general market conditions that are not specifically related
to a particular issuer, such as real or perceived economic conditions, changes in interest or currency rates or changes in investor sentiment
or market outlook generally.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0in">At any point in time, your Common Shares may be
worth less than your original investment, including the reinvestment of Fund dividends and distributions.</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Management Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is subject to management risk because
it has an actively managed portfolio. The Sub-Adviser will apply investment techniques and risk analysis in making investment decisions
for the Fund, but there can be no guarantee that these will produce the desired results. The Fund&rsquo;s allocation of its investments
across various asset classes and sectors may vary significantly over time based on the Adviser&rsquo;s analysis and judgment. As a result,
the particular risks most relevant to an investment in the Fund, as well as the overall risk profile of the Fund&rsquo;s portfolio, may
vary over time.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Income Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The income investors receive from the Fund is
based primarily on the interest it earns from its investments in Income Securities, which can vary widely over the short- and long-term.
If prevailing market interest rates drop, investors&rsquo; income from the Fund could drop as well. The Fund&rsquo;s income could also
be affected adversely when prevailing short-term interest rates increase and the Fund is utilizing leverage, although this risk is mitigated
to the extent the Fund invests in floating-rate obligations.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Dividend Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Dividends on common stock and other Common Equity
Securities which the Fund may hold are not fixed but are declared at the discretion of an issuer&rsquo;s board of directors. There is
no guarantee that the issuers of the Common Equity Securities in which the Fund invests will declare dividends in the future or that,
if declared, they will remain at current levels or increase over time. Therefore, there is the possibility that such companies could reduce
or eliminate the payment of dividends in the future or the anticipated acceleration of dividends could not occur as a result of, among
other things, a sharp rise in interest rates or an economic downturn. Changes in the dividend policies of companies and capital resources
available for these companies&rsquo; dividend payments may adversely affect the Fund. Depending upon market conditions, dividend-paying
stocks that meet the Fund&rsquo;s investment criteria may not be widely available and/or may be highly concentrated in only a few market
sectors. These circumstances may result from issuer-specific events, adverse economic or market developments, or legislative or regulatory
changes or other developments that limit an issuer&rsquo;s ability to declare and pay dividends, which would affect the Fund&rsquo;s performance
and ability to generate income. The dividend income from the Fund&rsquo;s investment in Common Equity Securities will be influenced by
both general economic activity and issuer-specific factors. In the event of adverse changes in economic conditions or adverse events effecting
a specific industry or issuer, the issuers of the Common Equity Securities held by the Fund may reduce the dividends paid on such securities.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Income Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition to the risks discussed above, Income
Securities, including high-yield bonds, are subject to certain risks, including:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Issuer Risk. </I>The value of Income Securities
may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage, reduced demand
for the issuer&rsquo;s goods and services, historical and projected earnings, and the value of its assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Spread Risk. </I>Spread risk is the risk that
the market price can change due to broad based movements in spreads, which is particularly relevant in the current low spread environment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Credit Risk. </I>The Fund could lose money if the issuer or guarantor
of a debt instrument or a counterparty to a derivatives transaction or other transaction (such as a repurchase agreement or a loan of
portfolio securities or other instruments) is unable or unwilling, or perceived to be unable or unwilling, to pay interest or repay principal
on time or defaults. If an issuer fails to pay interest, the Fund&rsquo;s income would likely be reduced, and if an issuer fails to repay
principal, the value of the instrument likely would fall and the Fund could lose money. This risk is especially acute with respect to
below investment grade debt instruments (commonly referred to as &ldquo;high-yield&rdquo; or &ldquo;junk&rdquo; bonds) and unrated high
risk debt instruments, whose issuers are particularly susceptible to fail to meet principal or interest obligations under current conditions.
Also, the issuer, guarantor or counterparty may suffer adverse changes in its financial condition or be adversely affected by economic,
political or social conditions that could lower the credit quality (or the market&rsquo;s perception of the credit quality) of the issuer
or instrument, leading to greater volatility in the price of the instrument and in shares of the Fund. Although credit quality may not
accurately reflect the true credit risk of an instrument, a change in the credit quality rating of an instrument or an issuer can have
a</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">rapid, adverse effect on the instrument&rsquo;s liquidity and make
it more difficult for the Fund to sell at an advantageous price or time. The risk of the occurrence of these types of events is heightened
under current conditions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The degree of credit risk depends on the particular
instrument and the financial condition of the issuer, guarantor or counterparty, which are often reflected in its credit quality. Credit
quality is a measure of the issuer&rsquo;s expected ability to make all required interest and principal payments in a timely manner. An
issuer with the highest credit rating has a very strong capacity with respect to making all payments. An issuer with the second-highest
credit rating has a strong capacity to make all payments, but the degree of safety is somewhat less. An issuer with the lowest credit
quality rating may be in default or have extremely poor prospects of making timely payment of interest and principal. Credit ratings assigned
by rating agencies are based on a number of factors and subjective judgments and therefore do not necessarily represent an issuer&rsquo;s
actual financial condition or the volatility or liquidity of the security. Although higher-rated securities generally present lower credit
risk as compared to lower-rated or unrated securities, an issuer with a high credit rating may in fact be exposed to heightened levels
of credit or liquidity risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition, during recent conditions, many issuers
have been unprofitable, have had little cash on hand and/or unable to pay the interest owed on their debt obligations and the number of
such issuers may increase if demand for their goods and services falls, borrowing costs rise due to governmental action or inaction or
for other reasons. Also, the issuer, guarantor or counterparty may suffer adverse changes in its financial condition or reduced demand
for its goods and services or be adversely affected by economic, political, public health or social conditions that could lower the credit
quality (or the market&rsquo;s perception of the credit quality) of the issuer or instrument, leading to greater volatility in the price
of the instrument and in shares of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">If an issuer, guarantor or counterparty declares
bankruptcy or is declared bankrupt, the Fund would likely be adversely affected in its ability to receive principal or interest owed or
otherwise to enforce the financial obligations of the other party. The Fund may be subject to increased costs associated with the bankruptcy
process and experience losses as a result of the deterioration of the financial condition of the issuer, guarantor or counterparty. The
risks to the Fund related to such bankruptcies are elevated given the currently distressed economic, market, labor and public health conditions
and would likely be elevated under similar circumstances in the future.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Interest Rate Risk. </I>Fixed-income and other
debt instruments are subject to the possibility that interest rates could change (or are expected to change). Changes in interest rates,
including changes in reference rates used in fixed-income and other debt instruments (such as LIBOR), may adversely affect the Fund&rsquo;s
investments in these instruments, such as the value or liquidity of, and income generated by, the investments. In addition, changes in
interest rates, including rates that fall below zero, can have unpredictable effects on markets and can adversely affect the Fund&rsquo;s
yield, income and performance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The value of a debt instrument with a longer
duration will generally be more sensitive to interest rate changes than a similar instrument with a shorter duration. Similarly, the longer
the average duration (whether positive or negative) of these instruments held by the Fund or to which the Fund is exposed (<I>i.e.</I>,
the longer the average portfolio duration of the Fund), the more the Fund&rsquo;s NAV will likely fluctuate in response to interest rate
changes. Duration is a measure used to determine the sensitivity of a security&rsquo;s price to changes in interest rates that incorporates
a security&rsquo;s yield, coupon, final maturity and call features, among other characteristics. For example, the NAV per share of a bond
fund with an average duration of eight years would be expected to fall approximately 8% if interest rates rose by one percentage point.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">However, measures such as duration may not accurately
reflect the true interest rate sensitivity of instruments held by the Fund and, in turn, the Fund&rsquo;s susceptibility to changes in
interest rates. Certain fixed-income and debt instruments are subject to the risk that the issuer may exercise its right to redeem (or
call) the instrument earlier than anticipated. Although an issuer may call an instrument for a variety of reasons, if an issuer does so
during a time of declining interest rates, the Fund might have to reinvest the proceeds in an investment offering a lower yield or other
less favorable features, and therefore might not benefit from any increase in value as a result of declining interest rates. Interest
only or principal only securities and inverse floaters are particularly sensitive to changes in interest rates, which may impact the income
generated by the security and other features of the security.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Adjustable rate securities also react to interest
rate changes in a similar manner as fixed-rate securities but generally to a lesser degree depending on the characteristics of the security,
in particular its reset terms (<I>i.e.</I>, the index chosen, frequency of reset and reset caps or floors). During periods of rising interest
rates, because changes in interest rates on adjustable rate securities may lag behind changes in market rates, the value of such securities
may decline until their interest rates reset to market rates. These securities also may be subject to limits on the maximum increase in
interest rates. During periods of declining interest rates, because the interest rates on adjustable rate securities generally reset downward,
their market value is unlikely to rise to the same extent as the value of comparable fixed rate securities. These securities may not be
subject to limits on downward adjustments of interest rates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">During periods of rising interest rates,
issuers of debt securities or asset-backed securities may pay principal later or more slowly than expected, which may reduce the
value of the Fund&rsquo;s investment in such securities and may prevent the Fund from receiving higher interest rates on proceeds
reinvested in other instruments. During periods of falling interest rates, issuers of debt securities or asset-backed securities may
pay off debts more quickly or earlier than expected, which could cause the Fund to be unable to recoup the full amount of its
initial investment and/or cause the Fund to reinvest in lower-yielding securities, thereby reducing the Fund&rsquo;s yield or
otherwise adversely impacting the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain debt instruments, such as instruments
with a negative duration or inverse instruments, are also subject to interest rate risk, although such instruments generally react differently
to changes in interest rates than</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">instruments with positive durations. The Fund&rsquo;s investments
in these instruments also may be adversely affected by changes in interest rates. For example, the value of instruments with negative
durations, such as inverse floaters, generally decrease if interest rates decline.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s use of leverage will tend to
increase Common Share interest rate risk. The Fund may utilize certain strategies, including taking positions in futures or interest rate
swaps, for the purpose of reducing the interest rate sensitivity of credit securities held by the Fund and decreasing the Fund&rsquo;s
exposure to interest rate risk. The Fund is not required to hedge its exposure to interest rate risk and may choose not to do so. In addition,
there is no assurance that any attempts by the Fund to reduce interest rate risk will be successful or that any hedges that the Fund may
establish will perfectly correlate with movements in interest rates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Current Fixed-Income and Debt Market Conditions</I>.
Fixed-income and debt market conditions are highly unpredictable and some parts of the market are subject to dislocations. In response
to the crisis initially caused by the outbreak of COVID-19, as with other serious economic disruptions, governmental authorities and regulators
have enacted or are enacting significant fiscal and monetary policy changes, including direct capital infusions into companies, new monetary
programs and considerable interest rate changes. These actions present heightened risks to fixed-income and debt instruments, and such
risks could be even further heightened if these actions are unexpectedly or suddenly reversed or are ineffective in achieving their desired
outcomes. In light of these actions and current conditions, interest rates and bond yields in the United States and many other countries
are at or near historic lows, and in some cases, such rates and yields are or have been negative. The current very low or negative interest
rates are magnifying the Fund&rsquo;s susceptibility to interest rate risk and diminishing yield and performance. In addition, the current
environment is exposing fixed-income and debt markets to significant volatility and reduced liquidity for the Fund&rsquo;s investments.
These or similar conditions may also occur in the future.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Corporate Bond Risk</I>. The market value
of a corporate bond may be affected by factors directly related to the issuer, such as investors&rsquo; perceptions of the creditworthiness
of the issuer, the issuer&rsquo;s financial performance, perceptions of the issuer in the market place, performance of management of the
issuer, the issuer&rsquo;s capital structure and use of financial leverage and demand for the issuer&rsquo;s goods and services. There
is a risk that the issuers of corporate bonds may not be able to meet their obligations on interest or principal payments at the time
called for by an instrument or at all. Corporate bonds of below investment grade quality are often high risk and have speculative characteristics
and may be particularly susceptible to adverse issuer-specific and other developments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Reinvestment Risk. </I>Reinvestment risk is
the risk that income from the Fund&rsquo;s portfolio will decline if the Fund invests the proceeds from matured, traded or called Income
Securities at market interest rates that are below the Fund portfolio&rsquo;s current earnings rate. A decline in income could affect
the Common Shares&rsquo; market price or the overall return of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Extension Risk</I>.&nbsp; Certain debt instruments,
including mortgage- and other asset-backed securities, are subject to the risk that payments on principal may occur at a slower rate or
later than expected.&nbsp; In this event, the expected maturity could lengthen as short or intermediate-term instruments become longer-term
instruments, which would make the investment more sensitive to changes in interest rates. The likelihood that payments on principal will
occur at a slower rate or later than expected is heightened under the current conditions. In addition, the Fund&rsquo;s investment may
sharply decrease in value and the Fund&rsquo;s income from the investment may quickly decline.&nbsp; These types of instruments are particularly
subject to extension risk, and offer less potential for gains, during periods of rising interest rates. In addition, the Fund may be delayed
in its ability to reinvest income or proceeds from these instruments in potentially higher yielding investments, which would adversely
affect the Fund to the extent its investments are in lower interest rate debt instruments.&nbsp; Thus, changes in interest rates may cause
volatility in the value of and income received from these types of debt instruments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Prepayment Risk. </I>Certain debt instruments,
including loans and mortgage- and other asset-backed securities, are subject to the risk that payments on principal may occur more quickly
or earlier than expected (or an investment is converted or redeemed prior to maturity).&nbsp;For example, an issuer may exercise its right
to redeem outstanding debt securities prior to their maturity (known as a &ldquo;call&rdquo;) or otherwise pay principal earlier than
expected for a number of reasons (<I>e.g.</I>, declining interest rates, changes in credit spreads and improvements in the issuer&rsquo;s
credit quality).If an issuer calls or &ldquo;prepays&rdquo; a security in which the Fund has invested, the Fund may not recoup the full
amount of its initial investment and may be required to reinvest in generally lower-yielding securities, securities with greater credit
risks or securities with other, less favorable features or terms than the security in which the Fund initially invested, thus potentially
reducing the Fund&rsquo;s yield.&nbsp;Income Securities frequently have call features that allow the issuer to repurchase the security
prior to its stated maturity. Loans and</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">mortgage- and other asset-backed securities are particularly subject
to prepayment risk, and offer less potential for gains, during periods of declining interest rates (or narrower spreads) as issuers of
higher interest rate debt instruments pay off debts earlier than expected.&nbsp; In addition, the Fund may lose any premiums paid to acquire
the investment. Other factors, such as excess cash flows, may also contribute to prepayment risk.&nbsp;Thus, changes in interest rates
may cause volatility in the value of and income received from these types of debt instruments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Variable or floating rate investments may be
less vulnerable to prepayment risk. Most floating rate loans and fixed-income securities allow for prepayment of principal without penalty.
Accordingly, the potential for the value of a floating rate loan or security to increase in response to interest rate declines is limited.
Corporate loans or fixed-income securities purchased to replace a prepaid corporate loan or security may have lower yields than the yield
on the prepaid corporate loan or security.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Liquidity Risk. </I>The Fund may invest without
limitation in Income Securities for which there is no readily available trading market or which are unregistered, restricted or otherwise
illiquid, including certain high-yield securities. The Fund may invest in privately issued securities of both public and private companies,
which may be illiquid. Securities of below investment grade quality tend to be less liquid than investment grade debt securities, and
securities of financial distressed or bankrupt issuers may be particularly illiquid. Loans typically are not registered with the SEC and
are not listed on any securities exchange and may at times be illiquid. Loan investments through participations and assignments are typically
illiquid. Structured finance securities are typically privately offered and sold, and thus are not registered under the securities laws.
As a result, investments in structured finance securities may be characterized by the Fund as illiquid securities; however, an active
dealer market may exist which would allow such securities to be considered liquid in some circumstances. The securities and obligations
of foreign issuers, particular issuers in emerging markets, may be more likely to experience periods of illiquidity. Derivative instruments,
particularly privately-negotiated or OTC derivatives, may be illiquid, although can be no assurance that a liquid market will exist when
the Fund seeks to close out an exchange-traded derivative position.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may not be able to readily dispose of
illiquid securities and obligations at prices that approximate those at which the Fund could sell such securities and obligations if they
were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions
if necessary to raise cash to meet its obligations. As a result, the Fund may be unable to achieve its desired level of exposure to certain
issuers, asset classes or sectors. The capacity of market makers of fixed-income and other debt instruments has not kept pace with the
consistent growth in these markets over the past three decades, which has led to reduced levels in the capacity of these market makers
to engage in trading and, as a result, dealer inventories of corporate fixed-income, floating rate and certain other debt instruments
are at or near historic lows relative to market size. In addition, limited liquidity could affect the market price of Income Securities,
thereby adversely affecting the Fund&rsquo;s NAV and ability to make distributions. Dislocations in certain parts of markets are resulting
in reduced liquidity for certain investments. It is uncertain when financial markets will improve. Liquidity of financial markets may
also be affected by government intervention.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Valuation of Certain Income Securities Risk.
</I>The Sub-Adviser may use the fair value method to value investments if market quotations for them are not readily available or are
deemed unreliable, or if events occurring after the close of a securities market and before the Fund values its assets would materially
affect net asset value. Because the secondary markets for certain investments may be limited, they may be difficult to value. Where market
quotations are not readily available, valuation may require more research than for more liquid investments. In addition, elements of judgment
may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable
objective data available. A security that is fair valued may be valued at a price higher or lower than the value determined by other funds
using their own fair valuation procedures. Prices obtained by the Fund upon the sale of such securities may not equal the value at which
the Fund carried the investment on its books, which would adversely affect the net asset value of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Duration and Maturity Risk. </I>The Fund has
no set policy regarding portfolio maturity or duration. Holding long duration and long maturity investments will expose the Fund to certain
magnified risks. These risks include interest rate risk, credit risk and liquidity risks as discussed above. Generally speaking, the longer
the duration of the Fund&rsquo;s portfolio, the more exposure the Fund will have to interest rate risk described above.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Below-Investment Grade Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">The Fund may invest in Income Securities rated below-investment grade or,
if unrated, determined by the Sub-Adviser to be of comparable credit quality, which are commonly referred to as &ldquo;high-yield&rdquo;
or &ldquo;junk&rdquo; bonds.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Investment in securities of below-investment grade quality involves substantial
risk of loss, the risk of which is particularly acute under current conditions. Income Securities of below-investment grade quality are
predominantly speculative with respect to the issuer&rsquo;s capacity to pay interest and repay principal when due and therefore involve
a greater risk of default or decline in market value due to adverse economic and issuer-specific developments. Securities of below investment
grade quality may involve a greater risk of default or decline in market value due to adverse economic and issuer-specific developments,
such as operating results and outlook and to real or perceived adverse economic and competitive industry conditions.&nbsp; Generally,
the risks associated with high yield securities are heightened during times of weakening economic conditions or rising interest rates
(particularly for issuers that are highly leveraged) and are therefore heightened under current conditions.&nbsp; If the Fund is unable
to sell an investment at its desired time, the Fund may miss other investment opportunities while it holds investments it would prefer
to sell, which could adversely affect the Fund&rsquo;s performance. In addition, the liquidity of any Fund investment may change significantly
over time as a result of market, economic, trading, issuer-specific and other factors. Accordingly, the performance of the Fund and a
shareholder&rsquo;s investment in the Fund may be adversely affected if an issuer is unable to pay interest and repay principal, either
on time or at all. Issuers of below investment grade securities are not perceived to be as strong financially as those with higher credit
ratings. These issuers are more vulnerable to financial setbacks and recessions or other adverse economic developments than more creditworthy
issuers, which may impair their ability to make interest and principal payments. Income Securities of below-investment grade quality display
increased price sensitivity to changing interest rates and to a deteriorating economic environment. The market values, total return and
yield for securities of below investment grade quality tend to be more volatile than the market values, total return and yield for higher
quality bonds. Securities of below investment grade quality tend to be less liquid than investment grade debt securities and therefore
more difficult to value accurately and sell at an advantageous price or time and may involve greater transactions costs and wider bid/ask
spreads, than higher-quality securities. To the extent that a secondary market does exist for certain below investment grade securities,
the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Because
of the substantial risks associated with investments in below investment grade securities, you could have an increased risk of losing
money on your investment in Common Shares, both in the short-term and the long-term. To the extent that the Fund invests in securities
that have not been rated by an NRSRO, the Fund&rsquo;s ability to achieve its investment objectives will be more dependent on the Adviser&rsquo;s
credit analysis than would be the case when the Fund invests in rated securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in">Successful investment in lower-medium and lower-rated
debt securities may involve greater investment risk and is highly dependent on the Adviser&rsquo;s credit analysis. The value of securities
of below investment grade quality is particularly vulnerable to changes in interest rates and a real or perceived economic downturn or
higher interest rates could cause a decline in prices of such securities by lessening the ability of issuers to make principal and interest
payments. These securities are often thinly traded or subject to irregular trading and can be more difficult to sell and value accurately
than higher-quality securities because there tends to be less public information available about these securities. Because objective pricing
data may be less available, judgment may play a greater role in the valuation process. In addition, the entire below investment grade
market can experience sudden and sharp price swings due to a variety of factors, including changes in economic forecasts, stock market
activity, large or sustained sales by major investors, a high-profile default, or a change in the market&rsquo;s psychology. Adverse conditions
could make it difficult at times for the Fund to sell certain securities or could result in lower prices than those used in calculating
the Fund&rsquo;s NAV.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Structured Finance Investments Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s structured finance investments
may include residential and commercial mortgage-related and other ABS issued by governmental entities and private issuers. Holders of
structured finance investments bear risks of the underlying investments, index or reference obligation and are subject to counterparty
risk. The Fund may have the right to receive payments only from the structured product, and generally does not have direct rights against
the issuer or the entity that sold the assets to be securitized. While certain structured finance investments enable the investor to acquire
interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors
in structured finance investments generally pay their share of the structured product&rsquo;s administrative and other expenses. Although
it is difficult to accurately predict whether the prices of indices and securities underlying structured finance investments will rise
or fall, these prices (and, therefore, the prices of structured finance investments) will be influenced by the same types of political,
economic and other events that affect issuers of securities and capital markets generally. If the issuer of a structured product uses
shorter term financing to purchase longer term securities, the issuer may be forced to sell its securities at below market</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">prices if it experiences difficulty in obtaining short-term financing,
which may adversely affect the value of the structured finance investment owned by the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in structured finance products
collateralized by low grade or defaulted loans or securities. Investments in such structured finance products are subject to the risks
associated with below investment grade securities. Such securities are characterized by high risk. It is likely that an economic recession
could severely disrupt the market for such securities and may have an adverse impact on the value of such securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in senior and subordinated
classes issued by structured finance vehicles. The payment of cash flows from the underlying assets to senior classes take precedence
over those of subordinated classes, and therefore subordinated classes are subject to greater risk. Furthermore, the leveraged nature
of subordinated classes may magnify the adverse impact on such class of changes in the value of the assets, changes in the distributions
on the assets, defaults and recoveries on the assets, capital gains and losses on the assets, prepayment on assets and availability, price
and interest rates of assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Structured finance securities may be thinly traded
or have a limited trading market. Structured finance securities are typically privately offered and sold, and thus are not registered
under the securities laws. As a result, investments in structured finance securities may be characterized by the Fund as illiquid securities;
however, an active dealer market may exist which would allow such securities to be considered liquid in some circumstances.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Mortgage-Backed Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Mortgage-backed securities (&ldquo;MBS&rdquo;)
represent an interest in a pool of mortgages. MBS are subject to certain risks, such as: credit risk associated with the performance of
the underlying mortgage properties and of the borrowers owning these properties; risks associated with their structure and execution (including
the collateral, the process by which principal and interest payments are allocated and distributed to investors and how credit losses
affect the return to investors in such MBS); risks associated with the servicer of the underlying mortgages; adverse changes in economic
conditions and circumstances, which are more likely to have an adverse impact on MBS secured by loans on certain types of commercial properties
than on those secured by loans on residential properties; prepayment risk, which can lead to significant fluctuations in the value of
the MBS; loss of all or part of the premium, if any, paid; and decline in the market value of the security, whether resulting from changes
in interest rates, prepayments on the underlying mortgage collateral or perceptions of the credit risk associated with the underlying
mortgage collateral. The value of MBS may be substantially dependent on the servicing of the underlying pool of mortgages. In addition,
the Fund&rsquo;s level of investment in MBS of a particular type or in MBS issued or guaranteed by affiliated obligors, serviced by the
same servicer or backed by underlying collateral located in a specific geographic region, may subject the Fund to additional risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">When market interest rates decline, more mortgages
are refinanced and the securities are paid off earlier than expected. Prepayments may also occur on a scheduled basis or due to foreclosure.
When market interest rates increase, the market values of MBS decline. At the same time, however, mortgage refinancings and prepayments
slow, which lengthens the effective maturities of these securities. As a result, the negative effect of the rate increase on the market
value of MBS is usually more pronounced than it is for other types of debt securities. In addition, due to increased instability in the
credit markets, the market for some MBS has experienced reduced liquidity and greater volatility with respect to the value of such securities,
making it more difficult to value such securities. The Fund may invest in sub-prime mortgages or MBS that are backed by sub-prime mortgages
or defaulted or nonperforming loans.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Additional risks relating to investments in mortgage-backed
securities may arise because of the type of mortgage-backed securities in which the Fund invests, defined by the assets collateralizing
the mortgage-backed securities. For example, CMOs may have complex or highly variable prepayment terms, such as companion classes, interest
only or principal only payments, inverse floaters and residuals. These investments generally entail greater market, prepayment and liquidity
risks than other mortgage-backed securities, and may be more volatile or less liquid than other mortgage-backed securities. These risks
are heightened under the currently distressed economic, market, labor and public health conditions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Moreover, the relationship between prepayments
and interest rates may give some high-yielding MBS less potential for growth in value than conventional bonds with comparable maturities.
In addition, during periods of falling interest rates, the rate of prepayment tends to increase. During such periods, the reinvestment
of prepayment proceeds by the Fund will generally be at lower rates than the rates that were carried by the obligations that have been
prepaid. Because of these and other reasons, MBS&rsquo;s total return and maturity may be difficult to predict</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">precisely. To the extent that the Fund purchases MBS at a premium,
prepayments (which may be made without penalty) may result in loss of the Fund&rsquo;s principal investment to the extent of premium paid.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">MBS generally are classified as either CMBS or
residential mortgage-backed securities RMBS, each of which are subject to certain specific risks.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Commercial Mortgage-Backed Securities Risk.
</I>The market for CMBS developed more recently and, in terms of total outstanding principal amount of issues, is relatively small compared
to the market for MBS. CMBS are subject to particular risks, such as those associated with lack of standardized
terms, shorter maturities than residential mortgage loans and payment of all or substantially all of the principal only at maturity rather
than regular amortization of principal. In addition, commercial lending generally is viewed as exposing the lender to a greater risk of
loss than residential lending. Commercial lending typically involves larger loans to single borrowers or groups of related borrowers than
residential mortgage loans. In addition, the repayment of loans secured by income producing properties typically is dependent upon the
successful operation of the related real estate project and the cash flow generated therefrom. Net operating income of an income-producing
property can be affected by, among other things: tenant mix, success of tenant businesses, property management decisions, property location
and condition, competition from comparable types of properties, changes in laws that increase operating expense or limit rents that may
be charged, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property,
changes in national, regional or local economic conditions and/or specific industry segments, declines in regional or local real estate
values, declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating
expenses, change in governmental rules, regulations and fiscal policies, including environmental legislation, acts of God, terrorism,
social unrest and civil disturbances.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Consequently, adverse changes in economic
conditions and circumstances are more likely to have an adverse impact on MBS secured by loans on commercial properties than on
those secured by loans on residential properties. Economic downturns, rises in unemployment and other events, such as public health
emergencies, that limit the activities of and demand for commercial retail and office spaces (such as the current COVID-19 crisis)
adversely impact the value of such securities. Additional risks may be presented by the type and use of a particular commercial
property. Special risks are presented by hospitals, nursing homes, hospitality properties and certain other property types.
Commercial property values and net operating income are subject to volatility, which may result in net operating income becoming
insufficient to cover debt service on the related mortgage loan. The exercise of remedies and successful realization of liquidation
proceeds relating to CMBS may be highly dependent on the performance of the servicer or special servicer. There may be a limited
number of special servicers available, particularly those that do not have conflicts of interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Residential Mortgage-Backed Securities Risk.
</I>Credit-related risk on RMBS arises from losses due to delinquencies and defaults by the borrowers in payments on the underlying mortgage
loans and breaches by originators and servicers of their obligations under the underlying documentation pursuant to which the RMBS are
issued. The rate of delinquencies and defaults on residential mortgage loans and the aggregate amount of the resulting losses will be
affected by a number of factors, including general economic conditions, particularly those in the area where the related mortgaged property
is located, the level of the borrower&rsquo;s equity in the mortgaged property and the individual financial circumstances of the borrower.
If a residential mortgage loan is in default, foreclosure on the related residential property may be a lengthy and difficult process involving
significant legal and other expenses. The net proceeds obtained by the holder on a residential mortgage loan following the foreclosure
on the related property may be less than the total amount that remains due on the loan. The prospect of incurring a loss upon the foreclosure
of the related property may lead the holder of the residential mortgage loan to restructure the residential mortgage loan or otherwise
delay the foreclosure process. These risks are elevated given the current distressed economic, market, public health and labor conditions,
notably, increased levels of unemployment relative to recent years, delays and delinquencies in payments of mortgage and rent obligations,
and uncertainty regarding the effects and extent of government intervention with respect to mortgage payments and other economic matters.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Sub-Prime Mortgage Market Risk. </I>The residential
mortgage market in the United States has experienced difficulties that may adversely affect the performance and market value of certain
mortgages and MBS. Delinquencies and losses on residential mortgage loans (especially sub-prime and second-lien mortgage loans) generally
have increased at times and may again increase, and a decline in or flattening of housing values (as has been experienced at times and
may again be experienced in many housing markets) may exacerbate such delinquencies and losses. Borrowers with adjustable rate mortgage
loans are more sensitive to changes in interest</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">rates, which affect their monthly mortgage payments, and may be unable
to secure replacement mortgages at comparably low interest rates. Also, a number of residential mortgage loan originators have experienced
serious financial difficulties or bankruptcy. Largely due to the foregoing, reduced investor demand for mortgage loans and MBS and increased
investor yield requirements caused limited liquidity in the secondary market for certain MBS, which can adversely affect the market value
of MBS. It is possible that such limited liquidity in such secondary markets could continue or worsen. If the economy of the United States
deteriorates further, the incidence of mortgage foreclosures, especially sub-prime mortgages, may increase, which may adversely affect
the value of any MBS owned by the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Any increase in prevailing market interest rates,
which are currently near historical lows, may result in increased payments for borrowers who have adjustable rate mortgages. Moreover,
with respect to hybrid mortgage loans after their initial fixed rate period, interest-only products or products having a lower rate, and
with respect to mortgage loans with a negative amortization feature which reach their negative amortization cap, borrowers may experience
a substantial increase in their monthly payment even without an increase in prevailing market interest rates. Increases in payments for
borrowers may result in increased rates of delinquencies and defaults on residential mortgage loans underlying the RMBS.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The significance of the mortgage crisis and loan
defaults in residential mortgage loan sectors led to the enactment of numerous pieces of legislation relating to the mortgage and housing
markets. These actions, along with future legislation or regulation, may have significant impacts on the mortgage market generally and
may result in a reduction of available transactional opportunities for the Fund or an increase in the cost associated with such transactions
and may adversely impact the value of RMBS.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">During the mortgage crisis, a number of originators
and servicers of residential and commercial mortgage loans, including some of the largest originators and servicers in the residential
and commercial mortgage loan market, experienced serious financial difficulties. Such difficulties may affect the performance of non-agency
RMBS and CMBS. There can be no assurance that originators and servicers of mortgage loans will not continue to experience serious financial
difficulties or experience such difficulties in the future, including becoming subject to bankruptcy or insolvency proceedings, or that
underwriting procedures and policies and protections against fraud will be sufficient in the future to prevent such financial difficulties
or significant levels of default or delinquency on mortgage loans.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Asset-Backed Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">ABS are a form of structured debt obligation.
In addition to the general risks associated with credit securities discussed herein, ABS are subject to additional risks. While traditional
fixed-income securities typically pay a fixed rate of interest until maturity, when the entire principal amount is due, an ABS represents
an interest in a pool of assets, such as automobile loans, credit card receivables, unsecured consumer loans or student loans, that has
been securitized and provides for monthly payments of interest, at a fixed or floating rate, and principal from the cash flow of these
assets. This pool of assets (and any related assets of the issuing entity) is the only source of payment for the ABS. The ability of an
ABS issuer to make payments on the ABS, and the timing of such payments, is therefore dependent on collections on these underlying assets.
The recoveries on the underlying collateral may not, in some cases, be sufficient to support payments on these securities, which may result
in losses to investors in an ABS.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Generally, obligors may prepay the underlying
assets in full or in part at any time, subjecting the Fund to prepayment risk related to the ABS it holds. While the expected repayment
streams on ABS are determined by the contractual amortization schedules for the underlying assets, an investor&rsquo;s yield to maturity
on an ABS is uncertain and may be reduced by the rate and speed of prepayments of the underlying assets, which may be influenced by a
variety of economic, social and other factors. Any prepayments, repurchases, purchases or liquidations of the underlying assets could
shorten the average life of the ABS to an extent that cannot be fully predicted. Some ABS may be structured to include a period of rapid
amortization triggered by events such as a significant rise in the default rate of the underlying collateral, a sharp drop in the credit
enhancement level because of credit losses on the underlying assets, a specified regulatory event or the bankruptcy of the originator.
A rapid amortization event will cause any revolving period to end earlier than expected and all collections on the underlying assets will
be used to pay principal to investors earlier than expected. In general, the senior most securities will be paid prior to any payments
being made on the subordinated securities, and if such payments are made earlier than expected, the Fund&rsquo;s yield on such ABS may
be negatively affected.</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">CLO, CDO and CBO Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition to the general risks associated with
credit securities discussed herein, CLOs, CDOs and CBOs are subject to additional risks. CLOs, CDOs and CBOs are subject to risks because
of the involvement of multiple transaction parties related to the underlying collateral and disruptions that may occur as a result of
the restructuring or insolvency of the underlying obligors, which are generally corporate obligors. Unlike a consumer obligor that is
generally obligated to make payments on the collateral backing an ABS, the obligor on the collateral backing a CLO, a CDO or a CBO may
have more effective defenses or resources to cause a delay in payment or restructure the underlying obligation. If an obligor is permitted
to restructure its obligations, distributions from collateral securities may not be adequate to make interest or other payments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The performance of CLOs, CDOs and CBOs
depends primarily upon the quality of the underlying assets and the level of credit support or enhancement in the structure and the
relative priority of the interest in the issuer of the CLO, CDO or CBO purchased by the Fund. In general, CLOs, CDOs and CBOs are
actively managed by an asset manager that is responsible for evaluating and acquiring the assets that will collateralize the CLO,
CDO or CBO. The asset manager may have difficulty in identifying assets that satisfy the eligibility criteria for the assets and may
be restricted from trading the collateral. These criteria, restrictions and requirements, while reducing the overall risk to the
Fund, may limit the ability of the Adviser to maximize returns on the CLOs, CDOs and CBOs if an opportunity is identified by the
collateral manager. In addition, other parties involved in CLOs, CDOs and CBOs, such as credit enhancement providers and investors
in senior obligations of the CLO, CDO or CBO may have the right to control the activities and discretion of the Adviser in a manner
that is adverse to the interests of the Fund. A CLO, CDO or CBO generally includes provisions that alter the priority of payments if
performance metrics related to the underlying collateral, such as interest coverage and minimum overcollateralization, are not
met.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">These provisions may cause delays in payments
on the securities or an increase in prepayments depending on the relative priority of the securities owned by the Fund. The failure of
a CLO, CDO or CBO to make timely payments on a particular tranche may have an adverse effect on the liquidity and market value of such
tranche.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Payments to holders of CLOs, CDOs and CBOs may
be subject to deferral. If cashflows generated by the underlying assets are insufficient to make all current and, if applicable, deferred
payments on the CLOs, CDOs and CBOs, no other assets will be available for payment of the deficiency and, following realization of the
underlying assets, the obligations of the issuer to pay such deficiency will be extinguished.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The value of securities issued by CLOs, CDOs
and CBOs also may change because of, among other things, changes in market value; changes in the market&rsquo;s perception of the creditworthiness
of the servicer of the assets, the originator of an asset in the pool, or the financial institution or fund providing credit support or
enhancement; loan performance and prices; broader market sentiment, including expectations regarding future loan defaults, liquidity conditions
and supply and demand for structured products.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Section 13 of the Bank Holding Company Act of
1956, often referred to as the &ldquo;Volcker Rule,&rdquo; imposes restrictions on banking entities&rsquo; ability to sponsor or invest
in certain CLOs, CDOs and CBOs. These restrictions may have an adverse effect on the CLO, CDO and CBO market generally, including the
availability, liquidity and value of certain CLOs, CDOs and CBOs.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in any portion of the capital
structure of CLOs (including the subordinated, residual and deep mezzanine debt tranches). As a result, the CLOs in which the Fund invests
may have issued and sold debt tranches that will rank senior to the tranches in which the Fund invests. By their terms, such more senior
tranches may entitle the holders to receive payment of interest or principal on or before the dates on which the Fund is entitled to receive
payments with respect to the tranches in which the Fund invests. Also, in the event of insolvency, liquidation, dissolution, reorganization
or bankruptcy of a CLO, holders of more senior tranches would typically be entitled to receive payment in full before the Fund receives
any distribution. After repaying such senior creditors, such CLO may not have any remaining assets to use for repaying its obligation
to the Fund. In the case of tranches ranking equally with the tranches in which the Fund invests, the Fund would have to share on an equal
basis any distributions with other creditors holding such securities in the event of an insolvency, liquidation, dissolution, reorganization
or bankruptcy of the relevant CLO. Therefore, the Fund may not receive back the full amount of its investment in a CLO.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>CLO Subordinated Notes Risk. </I>The Fund
may invest in any portion of the capital structure of CLOs (including the subordinated, residual and deep mezzanine debt tranches). Investment
in the subordinated tranche is</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">subject to special risks. The subordinated tranche does not receive
ratings and is considered the riskiest portion of the capital structure of a CLO. The subordinated tranche is junior in priority of payment
to the more senior tranches of the CLO and is subject to certain payment restrictions. As a result, the subordinated tranche bears the
bulk of defaults from the loans in the CLO. In addition, the subordinated tranche generally has only limited voting rights and generally
does not benefit from any creditors&rsquo; rights or ability to exercise remedies under the indenture governing the CLO notes. Certain
mezzanine tranches in which the Fund may invest may also be subject to certain risks similar to risks associated with investment in the
subordinated tranche.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The subordinated tranche is unsecured and ranks
behind all of the secured creditors, known or unknown, of the CLO issuer, including the holders of the secured notes it has issued. Consequently,
to the extent that the value of the issuer&rsquo;s portfolio of loan investments has been reduced as a result of conditions in the credit
markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or changes in interest rates, the value of the
subordinated tranche realized at redemption could be reduced. If a CLO breaches certain tests set forth in the CLO&rsquo;s indenture,
excess cash flow that would otherwise be available for distribution to the subordinated tranche investors is diverted to prepay CLO debt
investors in order of seniority until such time as the covenant breach is cured. If the covenant breach is not or cannot be cured, the
subordinated tranche investors (and potentially other investors in lower priority rated tranches) may experience a partial or total loss
of their investment. Accordingly, the subordinated tranche may not be paid in full and may be subject to up to 100% loss. At the time
of issuance, the subordinated tranche of a CLO is typically under-collateralized in that the liabilities of a CLO at inception exceed
its total assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The leveraged nature of subordinated notes may
magnify the adverse impact on the subordinated notes of changes in the market value of the investments held by the issuer, changes in
the distributions on those investments, defaults and recoveries on those investments, capital gains and losses on those investments, prepayments
on those investments and availability, prices and interest rates of those investments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Subordinated notes are not guaranteed by another
party. There can be no assurance that distributions on the assets held by the CLO will be sufficient to make any distributions or that
the yield on the subordinated notes will meet the Fund&rsquo;s expectations. Investments in the subordinated tranche of a CLO are generally
less liquid than CLO debt tranches and subject to extensive transfer restrictions, and there may be no market for subordinated notes.
Therefore Fund may be required to hold subordinated notes for an indefinite period of time or until their stated maturity. Certain mezzanine
tranches in which the Fund may invest may also be subject to certain risks similar to risks associated with investment in the subordinated
tranche.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Risks Associated with Risk-Linked Securities</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">RLS are a form of derivative issued by insurance
companies and insurance-related special purpose vehicles that apply securitization techniques to catastrophic property and casualty damages.
Unlike other insurable low-severity, high-probability events (such as auto collision coverage), the insurance risk of which can be diversified
by writing large numbers of similar policies, the holders of a typical RLS are exposed to the risks from high-severity, low-probability
events such as that posed by major earthquakes or hurricanes. RLS represent a method of reinsurance, by which insurance companies transfer
their own portfolio risk to other reinsurance companies and, in the case of RLS, to the capital markets. A typical RLS provides for income
and return of capital similar to other fixed-income investments, but involves full or partial default if losses resulting from a certain
catastrophe exceeded a predetermined amount. In essence, investors invest funds in RLS and if a catastrophe occurs that &ldquo;triggers&rdquo;
the RLS, investors may lose some or all of the capital invested. In the case of an event, the funds are paid to the bond sponsor &mdash;
an insurer, reinsurer or corporation &mdash; to cover losses. In return, the bond sponsors pay interest to investors for this catastrophe
protection. RLS can be structured to pay-off on three types of variables&mdash;insurance-industry catastrophe loss indices, insure-specific
catastrophe losses and parametric indices based on the physical characteristics of catastrophic events. Such variables are difficult to
predict or model, and the risk and potential return profiles of RLS may be difficult to assess. Catastrophe-related RLS have been in use
since the 1990s, and the securitization and risk-transfer aspects of such RLS are beginning to be employed in other insurance and risk-related
areas. No active trading market may exist for certain RLS, which may impair the ability of the Fund to realize full value in the event
of the need to liquidate such assets.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Risks Associated with Structured Notes</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Investments in structured notes involve risks
associated with the issuer of the note and the reference instrument. Where the Fund&rsquo;s investments in structured notes are based
upon the movement of one or more factors,</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">including currency exchange rates, interest rates, referenced bonds
and stock indices, depending on the factor used and the use of multipliers or deflators, changes in interest rates and movement of the
factor may cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest
rate on the structured note to be reduced to zero, and any further changes in the reference instrument may then reduce the principal amount
payable on maturity. Structured notes may be less liquid than other types of securities and more volatile than the reference instrument
or security underlying the note.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Senior Loans Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in senior secured floating
rate Loans made to corporations and other non-governmental entities and issuers (&ldquo;Senior Loans&rdquo;). Senior Loans typically hold
the most senior position in the capital structure of the issuing entity, are typically secured with specific collateral and typically
have a claim on the assets of the borrower, including stock owned by the borrower in its subsidiaries, that is senior to that held by
junior lien creditors, subordinated debt holders and stockholders of the borrower. The Fund&rsquo;s investments in Senior Loans are typically
below-investment grade and are considered speculative because of the credit risk of the applicable issuer</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">There is less readily-available, reliable information
about most Senior Loans than is the case for many other types of securities. In addition, there is rarely a minimum rating or other independent
evaluation of a borrower or its securities, and the Adviser relies primarily on its own evaluation of a borrower&rsquo;s credit quality
rather than on any available independent sources. As a result, the Fund is particularly dependent on the analytical abilities of the Adviser
with respect to investments in Senior Loans. The Adviser&rsquo;s judgment about the credit quality of a borrower may be wrong.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The risks associated with Senior Loans of below-investment
grade quality are similar to the risks of other lower grade Income Securities, although Senior Loans are typically senior in payment priority
and secured on a senior priority basis, in contrast to subordinated and unsecured Income Securities. Senior Loans&rsquo; higher priority
has historically resulted in generally higher recoveries in the event of a corporate reorganization. In addition, because their interest
payments are adjusted for changes in short-term interest rates, investments in Senior Loans have less interest rate risk than certain
other lower grade Income Securities, which may have fixed interest rates. The Fund&rsquo;s investments in Senior Loans are typically below-investment
grade and are considered speculative because of the credit risk of their issuers. Such companies are more likely to default on their payments
of interest and principal owed to the Fund, and such defaults could reduce the Fund&rsquo;s net asset value and income distributions.
An economic downturn generally leads to a higher non-payment rate, and a debt obligation may lose significant value before a default occurs.
Moreover, any specific collateral used to secure a Senior Loan may decline in value or become illiquid, which would adversely affect the
Senior Loan&rsquo;s value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Economic and other events (whether real or perceived)
can reduce the demand for certain Senior Loans or Senior Loans generally, which may reduce market prices and cause the Fund&rsquo;s net
asset value per share to fall. The frequency and magnitude of such changes cannot be predicted.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Loans and other debt instruments are also subject
to the risk of price declines due to increases in prevailing interest rates, although floating-rate debt instruments are substantially
less exposed to this risk than fixed-rate debt instruments. Interest rate changes may also increase prepayments of debt obligations and
require the Fund to invest assets at lower yields. No active trading market may exist for certain Senior Loans, which may impair the ability
of the Fund to realize full value in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity
of some actively traded Senior Loans.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Second Lien Loans Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in &ldquo;second lien&rdquo;
secured floating rate Loans made by public and private corporations and other non-governmental entities and issuers for a variety of purposes
(&ldquo;Second Lien Loans&rdquo;). Second Lien Loans are typically second in right of payment and/or second in right of priority with
respect to collateral remedies to one or more Senior Loans of the related borrower. Second Lien Loans are subject to the same risks associated
with investment in Senior Loans and other lower grade Income Securities. However, Second Lien Loans are second in right of payment and/or
second in right of priority with respect to collateral remedies to Senior Loans and therefore are subject to the additional risk that
the cash flow of the borrower and/or the value of any property securing the Loan may be insufficient to meet scheduled payments or otherwise
be available to repay the Loan after giving effect to payments in respect of a Senior Loan, including payments made with the proceeds
of any property securing the Loan and any senior secured obligations of the borrower. Second Lien Loans are expected to have</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">greater price volatility and exposure to losses upon default than
Senior Loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in Second Lien
Loans, which would create greater credit risk exposure.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Subordinated Secured Loans Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Subordinated secured Loans generally are subject
to similar risks as those associated with investment in Senior Loans, Second Lien Loans and below investment grade securities. However,
such loans may rank lower in right of payment than any outstanding Senior Loans, Second Lien Loans or other debt instruments with higher
priority of the borrower and therefore are subject to additional risk that the cash flow of the borrower and any property securing the
loan may be insufficient to meet scheduled payments and repayment of principal in the event of default or bankruptcy after giving effect
to the higher ranking secured obligations of the borrower. Subordinated secured Loans are expected to have greater price volatility than
Senior Loans and Second Lien Loans and may be less liquid.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Unsecured Loans Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Unsecured Loans generally are subject to similar
risks as those associated with investment in Senior Loans, Second Lien Loans, subordinated secured Loans and below investment grade securities.
However, because unsecured Loans have lower priority in right of payment to any higher ranking obligations of the borrower and are not
backed by a security interest in any specific collateral, they are subject to additional risk that the cash flow of the borrower and available
assets may be insufficient to meet scheduled payments and repayment of principal after giving effect to any higher ranking obligations
of the borrower. Unsecured Loans are expected to have greater price volatility than Senior Loans, Second Lien Loans and subordinated secured
Loans and may be less liquid.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Loans and Loan Participations and Assignments Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><FONT STYLE="background-color: white">The Fund
may invest in loans directly or through participations or assignments. </FONT>The Fund may purchase Loans on a direct assignment basis
from a participant in the original syndicate of lenders or from subsequent assignees of such interests. The Fund may also purchase, without
limitation, participations in Loans. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning
institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser&rsquo;s rights
can be more restricted than those of the assigning institution, and, in any event, the Fund may not be able to unilaterally enforce all
rights and remedies under the loan and with regard to any associated collateral. A participation typically results in a contractual relationship
only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will
have no right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and the Fund may not directly
benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be
exposed to the credit risk of both the borrower and the institution selling the participation. Further, in purchasing participations in
lending syndicates, the Fund may not be able to conduct the same due diligence on the borrower with respect to a Senior Loan that the
Fund would otherwise conduct. In addition, as a holder of the participations, the Fund may not have voting rights or inspection rights
that the Fund would otherwise have if it were investing directly in the Senior Loan, which may result in the Fund being exposed to greater
credit or fraud risk with respect to the borrower or the Senior Loan. Lenders selling a participation and other persons interpositioned
between the lender and the Fund with respect to a participation will likely conduct their principal business activities in the banking,
finance and financial services industries. Because the Fund may invest in participations, the Fund may be more susceptible to economic,
political or regulatory occurrences affecting such industries.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Loans are especially vulnerable to the financial
health, or perceived financial health, of the borrower but are also particularly susceptible to economic and market sentiment such that
changes in these conditions or the occurrence of other economic or market events may reduce the demand for loans and cause their value
to decline rapidly and unpredictably. Many loans and loan interests are subject to legal or contractual restrictions on transfer, resale
or assignment that may limit the ability of the Fund to sell its interest in a loan at an advantageous time or price. The resale, or secondary,
market for loans is currently growing, but may become more limited or more difficult to access, and such changes may be sudden and unpredictable.
Transactions in loans are often subject to long settlement periods (in excess of the standard T+2 days settlement cycle for most securities
and often longer than seven days). As a result, sale proceeds potentially will not be available to the Fund to make additional investments
or to use proceeds to meet its current obligations. The Fund thus is subject to the risk of selling other investments at disadvantageous
times or prices or taking other actions necessary to raise cash to meet its obligations</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">such as borrowing from a bank or holding additional cash, particularly
during periods of unusual market or economic conditions or financial stress.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund invests in or is exposed to loans and
other similar debt obligations that are sometimes referred to as &ldquo;covenant-lite&rdquo; loans or obligations (&ldquo;covenant-lite
obligations&rdquo;), which are generally subject to more risk than investments that contain traditional financial maintenance covenants
and financial reporting requirements. The Fund may have fewer rights with respect to covenant-lite obligations, including fewer protections
against the possibility of default and fewer remedies in the event of default. As a result, investments in (or exposure to) covenant-lite
obligations are subject to more risk than investments in (or exposure to) certain other types of obligations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">In certain circumstances, the Adviser or its
affiliates (including on behalf of clients other than the Fund) or the Fund may be in possession of material non-public information about
a borrower as a result of its ownership of a loan and/or corporate debt security of a borrower. Because U.S. laws and regulations generally
prohibit trading in securities of issuers while in possession of material, non-public information, the Fund might be unable (potentially
for a substantial period of time) to trade securities or other instruments issued by the borrower when it would otherwise be advantageous
to do so and, as such, could incur a loss. In circumstances when the Adviser or the Fund determines to avoid or to not receive non-public
information about a borrower for loan investments being considered for acquisition by the Fund or held by the Fund, the Fund may be disadvantaged
relative to other investors that do receive such information, and the Fund may not be able to take advantage of other investment opportunities
that it may otherwise have. The Adviser or its affiliates may participate in the primary and secondary market for loans or other transactions
with possible borrowers. As a result, the Fund may be legally restricted from acquiring some loans and from participating in a restructuring
of a loan or other similar instrument. Further, if the Fund, in combination with other accounts managed by the Adviser or its affiliates,
acquires a large portion of a loan, the Fund&rsquo;s valuation of its interests in the loan and the Fund&rsquo;s ability to dispose of
the loan at favorable times or prices may be adversely affected.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is subject to other risks associated
with investments in (or exposure to) loans and other similar obligations, including that such loans or obligations may not be considered
&ldquo;securities&rdquo; and, as a result, the Fund may not be entitled to rely on the anti-fraud protections under the federal securities
laws and instead may have to resort to state law and direct claims.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Unfunded Commitments Risk. </I>Certain of
the loan participations or assignments acquired by the Fund may involve unfunded commitments of the lenders, revolving credit facilities,
delayed draw credit facilities or other investments under which a borrower may from time to time borrow and repay amounts up to the maximum
amount of the facility. In such cases, the Fund would have an obligation to advance its portion of such additional borrowings upon the
terms specified in the loan documentation. Such an obligation may have the effect of requiring the Fund to increase its investment in
a company at a time when it might not be desirable to do so (including at a time when the company&rsquo;s financial condition makes it
unlikely that such amounts will be repaid). These commitments are generally subject to the borrowers meeting certain criteria such as
compliance with covenants and certain operational metrics. The terms of the borrowings and financings subject to commitment are comparable
to the terms of other loans and related investments in the Fund&rsquo;s portfolio.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Mezzanine Investments Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in certain lower grade securities
known as &ldquo;Mezzanine Investments,&rdquo; which are subordinated debt securities that are generally issued in private placements in
connection with an equity security (<I>e.g., </I>with attached warrants) or may be convertible into equity securities. Mezzanine Investments
are subject to the same risks associated with investment in Senior Loans, Second Lien Loans and other lower grade Income Securities. However,
Mezzanine Investments may rank lower in right of payment than any outstanding Senior Loans and Second Lien Loans of the borrower, or may
be unsecured (i.e., not backed by a security interest in any specific collateral), and are subject to the additional risk that the cash
flow of the borrower and available assets may be insufficient to meet scheduled payments after giving effect to any higher ranking obligations
of the borrower. Mezzanine Investments are expected to have greater price volatility and exposure to losses upon default than Senior Loans
and Second Lien Loans and may be less liquid.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Distressed and Defaulted Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Investments in the securities of financially
distressed issuers involve substantial risks. These securities may present a substantial risk of default or may be in default at the time
of investment. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal
or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to a portfolio company, the Fund may lose
its entire investment or may be required to accept cash or securities with a value less than its original investment. Among the risks
inherent in investments in a troubled entity is the fact that it frequently may be difficult to obtain information as to the true financial
condition of such issuer. The Adviser&rsquo;s judgment about the credit quality of the issuer and the relative value and liquidity of
its securities may prove to be wrong.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Convertible Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Convertible securities, debt or preferred equity
securities convertible into, or exchangeable for, equity securities, are generally preferred stocks and other securities, including fixed-income
securities and warrants that are convertible into or exercisable for common stock. Convertible securities generally participate in the
appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree and are subject to the risks
associated with debt and equity securities, including interest rate, market and issuer risks. For example, if market interest rates rise,
the value of a convertible security usually falls. Certain convertible securities may combine higher or lower current income with options
and other features. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life
of the warrants (generally, two or</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">more years). Convertible securities may be lower-rated securities
subject to greater levels of credit risk. A convertible security may be converted before it would otherwise be most appropriate, which
may have an adverse effect on the Fund&rsquo;s ability to achieve its investment objective.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">&ldquo;Synthetic&rdquo; convertible securities
are selected based on the similarity of their economic characteristics to those of a traditional convertible security due to the combination
of separate securities that possess the two principal characteristics of a traditional convertible security, <I>i.e.</I>, an income-producing
security (&ldquo;income-producing component&rdquo;) and the right to acquire an equity security (&ldquo;convertible component&rdquo;).
The income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks
and money market instruments, which may be represented by derivative instruments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The convertible component is achieved by investing
in securities or instruments such as warrants or options to buy common stock at a certain exercise price, or options on a stock index.
A simple example of a synthetic convertible security is the combination of a traditional corporate bond with a warrant to purchase equity
securities of the issuer of the bond. The income-producing and convertible components of a synthetic convertible security may be issued
separately by different issuers and at different times.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Preferred Stock Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in preferred stock, which
represents the senior residual interest in the assets of an issuer after meeting all claims, with priority to corporate income and liquidation
payments over the issuer&rsquo;s common stock. As such, preferred stock is inherently more risky than the bonds and other debt instruments
of the issuer, but less risky than its common stock. Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is
subject to issuer-specific and market risks applicable generally to equity securities. Certain preferred stocks contain provisions that
allow an issuer under certain conditions to skip (in the case of &ldquo;non-cumulative&rdquo; preferred stocks) or defer (in the case
of &ldquo;cumulative&rdquo; preferred stocks) dividend payments. Preferred stocks often contain provisions that allow for redemption in
the event of certain tax or legal changes or at the issuer&rsquo;s call.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Preferred stocks typically do not provide any
voting rights, except in cases when dividends are in arrears beyond a certain time period. There is no assurance that dividends on preferred
stocks in which the Fund invests will be declared or otherwise made payable. If the Fund owns preferred stock that is deferring its distributions,
the Fund may be required to report income for U.S. federal income tax purposes while it is not receiving cash payments corresponding to
such income. When interest rates fall below the rate payable on an issue of preferred stock or for other reasons, the issuer may redeem
the preferred stock, generally after an initial period of call protection in which the stock is not redeemable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Preferred stocks may be significantly less liquid
than many other securities, such as U.S. Government securities, corporate debt and common stock. Preferred stock has properties of both
an equity and a debt instrument and is generally considered a hybrid instrument.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Foreign Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest up to 20% of its total assets
in non-U.S. dollar denominated Income Securities of foreign issuers. Investing in foreign issuers may involve certain risks not typically
associated with investing in securities of U.S. issuers due to increased exposure to foreign economic, political and legal developments,
including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation
or nationalization of assets, imposition of withholding taxes on payments, and possible difficulty in obtaining and enforcing judgments
against foreign entities. Furthermore, issuers of foreign securities and obligations are subject to different, often less comprehensive,
accounting, reporting and disclosure requirements than domestic issuers. The securities and obligations of some foreign companies and
foreign markets are less liquid and at times more volatile than comparable U.S. securities, obligations and markets. In addition, such
investments are subject to other adverse diplomatic investments, which may include the imposition of economic or trade sanctions or other
measures by the U.S. or other governments and supranational organizations or changes in trade policies. These developments may, among
other things, limit the ability of the Fund to invest in certain securities or require the disposition of an investment. These risks may
be more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region and to the
extent that the Fund invests in securities of issuers in emerging markets. The Fund may also invest in U.S. dollar- denominated Income
Securities of foreign issuers, which are subject to many of the risks described above regarding Income Securities of foreign issuers denominated
in foreign currencies. These risks are heightened under the current conditions.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">There may be less publicly available information
about a foreign company than a U.S. company. Foreign securities markets may have substantially less volume than U.S. securities markets
and some foreign company securities are less liquid than securities of otherwise comparable U.S. companies. Foreign markets also have
different clearance and settlement procedures that could cause the Fund to encounter difficulties in purchasing and selling securities
on such markets and may result in the Fund missing attractive investment opportunities or experiencing a loss. In addition, a portfolio
that includes foreign securities can expect to have a higher expense ratio because of the increased transaction costs on non-U.S. securities
markets and the increased costs of maintaining the custody of foreign securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">ADRs are receipts issued by United States banks
or trust companies in respect of securities of foreign issuers held on deposit for use in the United States securities markets. While
ADRs may not necessarily be denominated in the same currency as the securities into which they may be converted, many of the risks associated
with foreign securities may also apply to ADRs. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored
or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts,
or to pass through to them any voting rights with respect to the deposited securities.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Emerging Markets Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The Fund may invest up to 10% of its total assets in Income Securities
the issuers of which are located in countries considered to be emerging markets. Investing in securities in emerging countries generally
entails greater risks than investing in securities in developed countries. Securities issued by governments or issuers in emerging market
countries are more likely to have greater exposure to the risks of investing in foreign securities. These risks are elevated under current
conditions and include: (i) less social, political and economic stability and potentially more volatile currency exchange rates; (ii)
the small current size of the markets for such securities, limited access to investments in the event of market closures (including due
to local holidays), and the currently low or nonexistent volume of trading, which result in a lack of liquidity, in greater price volatility,
and/or a higher risk of failed trades or other trading issues; (iii) certain national policies which may restrict the Fund&rsquo;s investment
opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests, and trade barriers;
(iv) foreign taxation; (v) the absence of developed legal systems, including structures governing private or foreign investment or allowing
for judicial redress (such as limits on rights and remedies available to the Fund) for investment losses and injury to private property;
(vi) lower levels of government regulation, which could lead to market manipulation, and less extensive and transparent accounting, auditing,
recordkeeping, financial reporting and other requirements which limit the quality and availability of financial information; (vii) high
rates of inflation for prolonged periods and rapid interest rate changes; (viii) dependence on a few key trading partners and sensitivity
to adverse political or social events affecting the region where an emerging market is located compared to developed market securities;
and (ix) particular sensitivity to global economic conditions, including adverse effects stemming from recessions, depressions or other
economic crises, or reliance on international or other forms of aid, including trade, taxation and development policies. Furthermore,
foreign investors may be required to register the proceeds of sales and future economic or political crises could lead to price controls,
forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies. The currencies
of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments
in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects
on the economies and securities markets of certain emerging market countries. Sovereign debt of emerging countries may be in default or
present a greater risk of default, the risk of which is heightened given the current conditions. These risks are heightened for investments
in frontier markets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Sub-Adviser has broad discretion to identify
countries that it considers to qualify as &ldquo;emerging markets.&rdquo;&nbsp; In determining whether a country is an emerging market,
the Sub-Adviser may take into account specific or general factors that the Sub-Adviser deems to be relevant, including interest rates,
inflation rates, exchange rates, monetary and fiscal policies, trade and current account balances and/or legal, social and political developments,
as well as whether the country is considered to be emerging or developing by supranational organizations such as the World Bank, the United
Nations or other similar entities.&nbsp; Emerging market countries generally will include countries with low gross national product per
capita and the potential for rapid economic growth and are likely to be located in Africa, Asia, the Middle East, Eastern and Central
Europe and Central and South America. In addition, the impact of the economic and public health crisis in emerging market countries may be greater due to their generally less
established healthcare systems and capabilities with respect to fiscal and monetary policies, which may exacerbate other pre-existing
political, social and economic risks.</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Foreign Currency Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The value of securities denominated or quoted
in foreign currencies may be adversely affected by fluctuations in the relative currency exchange rates and by exchange control regulations.
The Fund&rsquo;s investment performance may be negatively affected by a devaluation of a currency in which the Fund&rsquo;s investments
are denominated or quoted. Further, the Fund&rsquo;s investment performance may be significantly affected, either positively or negatively,
by currency exchange rates because the U.S. dollar value of securities denominated or quoted in another currency will increase or decrease
in response to changes in the value of such currency in relation to the U.S. dollar. Finally, the Fund&rsquo;s distributions are paid
in U.S. dollars, and to the extent the Fund&rsquo;s assets are denominated in currencies other than the U.S. dollar, there is a risk that
the value of any distribution from such assets may decrease if the currency in which such assets or distributions are denominated falls
in relation to the value of the U.S. dollar. The Fund currently intends to seek to hedge its exposures to foreign currencies but may,
at the discretion of the Investment Adviser, at any time limit or eliminate foreign currency hedging activity. To the extent the Fund
does not hedge (or is unsuccessful in seeking to hedge) its foreign currency risk, the value of the Fund&rsquo;s assets and income could
be adversely affected by currency exchange rate movements.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Sovereign Debt Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Investments in sovereign debt securities, such
as foreign government debt or foreign treasury bills, involve special risks, including the availability of sufficient foreign exchange
on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the government debtor's policy towards
the International Monetary Fund or international lenders, the political constraints to which the debtor may be subject and other political
considerations. Periods of economic and political uncertainty may result in the illiquidity and increased price volatility of sovereign
debt securities held by the Fund. The governmental authority that controls the repayment of sovereign debt may be unwilling or unable
to repay the principal and/or interest when due in accordance with the terms of such securities due to the extent of its foreign reserves.
If an issuer of sovereign debt defaults on payments of principal and/or interest, the Fund may have limited or no legal recourse against
the issuer and/or guarantor. In certain cases, remedies must be pursued in the courts of the defaulting party itself. For example, there
may be no bankruptcy or similar proceedings through which all or part of the sovereign debt that a governmental entity has not repaid
may be collected. There can be no assurance that the holders of commercial bank loans to the same sovereign entity may not contest payments
to the holders of sovereign debt in the event of default under commercial bank loan agreements.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain issuers of sovereign debt may be dependent
on disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their
debt. Such disbursements may be conditioned upon a debtor&rsquo;s implementation of economic reforms and/or economic performance and the
timely service of such debtor&rsquo;s obligations. A failure on the part of the debtor to implement such reforms, achieve such levels
of economic performance or repay principal or interest when due may result in the cancellation of such third parties&rsquo; commitments
to lend funds to the debtor, which may impair the debtor&rsquo;s ability to service its debts on a timely basis. Foreign investment in
certain sovereign debt is restricted or controlled to varying degrees, including requiring governmental approval for the repatriation
of income, capital or proceeds of sales by foreign investors. These restrictions or controls may at times limit or preclude foreign investment
in certain sovereign debt and increase the costs and expenses of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As a holder of sovereign debt, the Fund may be
requested to participate in the restructuring of such sovereign indebtedness, including the rescheduling of payments and the extension
of further loans to debtors, which may adversely affect the Fund. There can be no assurance that such restructuring will result in the
repayment of all or part of the debt. Sovereign debt risk is increased for emerging market issuers and certain emerging market countries
have declared moratoria on the payment of principal and interest on external debt. Certain emerging market countries have experienced
difficulty in servicing their sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">UK Departure from EU (&ldquo;Brexit&rdquo;) Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">On January 31, 2020, the United Kingdom officially
withdrew from the European Union (&ldquo;EU&rdquo;) and the two sides entered into a transition phase, scheduled to conclude on December
31, 2020, where the United Kingdom effectively remains in the EU from an economic perspective, but no longer has any political representation
in the EU parliament. During this transition phase, which could be extended beyond December of 2020, the United Kingdom is expected to
negotiate a new trade deal with the EU. Due to political uncertainty, it is not possible to anticipate</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">whether the United Kingdom and the EU will be able to agree and implement
a new trade agreement or what the nature of such trade arrangement will be. Throughout the withdrawal process and afterward, the impact
on the United Kingdom and Economic and Monetary Union and the broader global economy is unknown but could be significant and could result
in increased volatility and illiquidity and potentially lower economic growth. The political divisions surrounding Brexit within the United
Kingdom, as well as those between the UK and the EU, may also have a destabilizing impact on the economy and currency of the United Kingdom
and the EU. Any further exits from member states of the EU, or the possibility of such exits, would likely cause additional market disruption
globally and introduce new legal and regulatory uncertainties.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition to the effects on the Fund&rsquo;s
investments in European issuers, the unavoidable uncertainties and events related to Brexit could negatively affect the value and liquidity
of the Fund&rsquo;s other investments, increase taxes and costs of business and cause volatility in currency exchange rates and interest
rates. Brexit could adversely affect the performance of contracts in existence at the date of Brexit and European, UK or worldwide political,
regulatory, economic or market conditions and could contribute to instability in political institutions, regulatory agencies and financial
markets. Brexit could also lead to legal uncertainty and politically divergent national laws and regulations as a new relationship between
the UK and EU is defined and as the UK determines which EU laws to replace or replicate. In addition, Brexit could lead to further disintegration
of the EU and related political stresses (including those related to sentiment against cross border capital movements and activities of
investors like the Fund), prejudice to financial services businesses that are conducting business in the EU and which are based in the
UK, legal uncertainty regarding achievement of compliance with applicable financial and commercial laws and regulations in view of the
expected steps to be taken pursuant to or in contemplation of Brexit. Any of these effects of Brexit, and others that cannot be anticipated,
could adversely affect the Fund&rsquo;s business, results of operations and financial condition.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Redenomination Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The result of Brexit, the progression of the
European debt crisis and the possibility of one or more Eurozone countries exiting the European Monetary Union (&ldquo;EMU&rdquo;), or
even the collapse of the euro as a common currency, has created significant volatility in currency and financial markets generally. The
effects of the collapse of the euro, or of the exit of one or more countries from the EMU, on the U.S. and global economies and securities
markets are impossible to predict and any such events could have a significant adverse impact on the value and risk profile of the Fund&rsquo;s
portfolio. Any partial or complete dissolution of the EMU could have significant adverse effects on currency and financial markets, and
on the values of the Fund&rsquo;s portfolio investments. If one or more EMU countries were to stop using the euro as its primary currency,
the Fund&rsquo;s investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value
of those investments could decline significantly and unpredictably. In addition, securities or other investments that are redenominated
may be subject to foreign currency risk, liquidity risk and valuation risk to a greater extent than similar investments currently denominated
in euros. To the extent a currency used for redenomination purposes is not specified in respect of certain EMU-related investments, or
should the euro cease to be used entirely, the currency in which such investments are denominated may be unclear, making such investments
particularly difficult to value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or
other clarification of the denomination or value of such securities.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Common Equity Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest up to 50% of its total assets
in Common Equity Securities. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock
held by the Fund. Also, the prices of equity securities are sensitive to general movements in the stock market, so a drop in the stock
market may depress the prices of equity securities to which the Fund has exposure. Common Equity Securities&rsquo; prices fluctuate for
a number of reasons, including changes in investors&rsquo; perceptions of the financial condition of an issuer, the general condition
of the relevant stock market, and broader domestic and international political and economic events. The prices of Common Equity Securities
may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs
and competitive conditions within an industry. The value of a particular common stock held by the Fund may decline for a number of other
reasons which directly relate to the issuer, such as management performance, financial leverage, the issuer&rsquo;s historical and prospective
earnings, the value of its assets and reduced demand for its goods and services. In addition, common stock prices may be particularly
sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. The prices of Common Equity Securities
are also sensitive to general movements in the stock market, so a drop in the stock</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">market may depress the prices of Common Equity Securities to which
the Fund has exposure. At times, stock markets can be volatile and stock prices can change substantially and suddenly. While broad market
measures of Common Equity Securities have historically generated higher average returns than Income Securities, Common Equity Securities
have also experienced significantly more volatility in those returns. Common Equity Securities in which the Fund may invest are structurally
subordinated to preferred stock, bonds and other debt instruments in a company&rsquo;s capital structure in terms of priority to corporate
income and are therefore inherently more risky than preferred stock or debt instruments of such issuers. Dividends on Common Equity Securities
which the Fund may hold are not fixed but are declared at the discretion of the issuer&rsquo;s board of directors. There is no guarantee
that the issuers of the Common Equity Securities in which the Fund invests will declare dividends in the future or that, if declared,
they will remain at current levels or increase over time. Equity securities have experienced heightened volatility over recent periods and, therefore, the Fund's investments in equity securities
are subject to heightened risks related to volatility during the current environment and would likely also be subject to such risks in
similar market, economic and public health conditions in the future.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Risks Associated with the Fund&rsquo;s Covered Call Option
Strategy and Put Options</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The ability of the Fund to achieve its investment
objective is partially dependent on the successful implementation of its covered call option strategy. There are significant differences
between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction
not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and
even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may write call options on
individual securities, securities indices, exchange-traded funds (&ldquo;ETFs&rdquo;) and baskets of securities. The buyer of an
option acquires the right, but not the obligation, to buy (a call option) or sell (a put option) a certain quantity of a security
(the underlying security) or instrument, including a futures contract or swap, at a certain price up to a specified point in time or
on expiration, depending on the terms. The seller or writer of an option is obligated to sell (a call option) or buy (a put option)
the underlying instrument. A call option is &ldquo;covered&rdquo; if the Fund owns the security or instrument underlying the call or
has an absolute right to acquire the security or instrument without additional cash consideration (or, if additional cash
consideration is required under current regulatory requirements, cash or cash equivalents in such amount are segregated by the
Fund&rsquo;s custodian or earmarked on the Fund&rsquo;s books and records). As a seller of covered call options, the Fund faces the
risk that it will forgo the opportunity to profit from increases in the market value of the security or instrument covering the call
option during an option&rsquo;s life. As the Fund writes covered calls over more of its portfolio, its ability to benefit from
capital appreciation becomes more limited. For certain types of options, the writer of the option will have no control over the time
when it may be required to fulfill its obligation under the option. </P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">There can be no assurance that a liquid
market will exist if and when the Fund seeks to close out an option position. Once an option writer has received an exercise notice,
it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the
underlying security or instrument at the exercise price.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may also purchase and write
exchange-listed and OTC options. <FONT STYLE="background-color: white">Options written by the Fund with respect to non-U.S.
securities, indices or sectors and other instruments generally will be OTC options. OTC options differ from exchange-listed options
in several respects. They are transacted directly with the dealers and not with a clearing corporation, and therefore entail the
risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of
expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an
exchange, pricing is done normally by reference to information from a market maker. OTC options are subject to heightened
counterparty, credit, liquidity and valuation risks. The Fund&rsquo;s ability to terminate OTC options is more limited than with
exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their
obligations. The hours of trading for options may not conform to the hours during which the underlying securities are traded. The
Fund&rsquo;s options transactions will be subject to limitations established by each of the exchanges, boards of trade or other
trading facilities on which such options are traded.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><FONT STYLE="background-color: white">The
Fund may also purchase and write covered put options. A put option is &ldquo;covered&rdquo; if the Fund segregates cash or cash
equivalents in an amount equal to the exercise price. As a seller of covered put options, the Fund bears the risk of loss if the
value of the underlying security or instrument declines below the exercise price minus the put premium. If the option is exercised,
the Fund could incur a loss if it is required to purchase the security or instrument underlying the put option at a price greater
than the market price of the security or instrument at the time of exercise plus the put premium the Fund received when it wrote the
option. The Fund&rsquo;s potential gain in writing a covered put</FONT></P>


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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">option is limited to distributions earned on the liquid assets securing
the put option plus the premium received from the purchaser of the put option; however, the Fund risks a loss equal to the entire exercise
price of the option minus the put premium.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Risks of Real Property Asset Companies</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in Income Securities and
Common Equity Securities issued by Real Property Asset Companies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Real Estate Risks. </I>Because of the Fund&rsquo;s
ability to make indirect investments in real estate and in the securities of companies in the real estate industry, it is subject to risks
associated with the direct ownership of real estate. These risks include:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>declines in the value of real estate;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>general and local economic conditions;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>unavailability of mortgage funds;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>overbuilding;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>extended vacancies of properties;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>increased competition;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>increases in property taxes and operating expenses;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>changes in zoning laws;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>losses due to costs of cleaning up environmental problems and contamination;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>limitations on, or unavailability of, insurance on economic terms;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>liability to third parties for damages resulting from environmental problems;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>casualty or condemnation losses;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>limitations on rents;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>changes in neighborhood values and the appeal of properties to tenants;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>changes in valuation due to the impact of terrorist incidents on a particular property or area, or on a segment of the economy; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>changes in interest rates.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>National Resources and Commodities Risks.
</I>Because of the Fund&rsquo;s ability to make indirect investments in natural resources and physical commodities, and in Real Property
Asset Companies engaged in oil and gas exploration and production, gold and other precious metals, steel and iron ore production, energy
services, forest products, chemicals, coal, alternative energy sources and environmental services, as well as related transportation companies
and equipment manufacturers, the Fund is subject to risks associated with special risks, which include:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Supply and Demand Risk</U>. A decrease in the production
of a physical commodity or a decrease in the volume of such commodity available for transportation, mining, processing, storage or distribution
may adversely impact the financial performance of an energy, natural resources, basic materials or an associated company that devotes
a portion of its business to that commodity. Production declines and volume decreases could be caused by various factors, including catastrophic
events affecting production, depletion of resources, labor difficulties, environmental proceedings, increased regulations, equipment failures
and unexpected maintenance problems, import supply disruption, governmental expropriation, political upheaval or conflicts or increased
competition from alternative energy sources or commodity prices. Alternatively, a sustained decline in demand for such commodities could
also adversely affect the financial performance of energy, natural resources, basic materials or associated companies. Factors that could
lead to a decline in demand include economic recession or other adverse economic conditions, higher taxes on commodities or increased
governmental regulations, increases in fuel economy, consumer shifts to the use of alternative commodities or fuel sources, changes in
commodity prices, or weather.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Depletion and Exploration Risk</U>. Many energy, natural
resources, basic materials and associated companies are engaged in the production of one or more physical commodities or are engaged in
transporting, storing, distributing and processing these items on behalf of shippers. To maintain or grow their revenues, these companies
or their customers need to maintain or expand their reserves through exploration of new sources of supply, through the development of
existing sources, through acquisitions or through long-term contracts to acquire reserves. The financial performance of energy, natural
resources, basic materials and associated companies may be adversely affected if they, or the companies to whom they provide the service,
are unable to cost-effectively acquire additional reserves sufficient to replace the natural decline.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Operational and Geological Risk</U>. Energy, natural resources,
basic materials companies and associated companies are subject to specific operational and geological risks in addition to normal business
and management risks. Some examples of operational risks include mine rock falls, underground explosions and pit wall failures. Geological
risk would include faulting of the ore body and misinterpretation of geotechnical data.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Regulatory Risk</U>. Energy, natural resources, basic materials
and associated companies are subject to significant federal, state and local government regulation in virtually every aspect of their
operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they
may charge for the products and services they provide. Various governmental authorities have the power to enforce compliance with these
regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil
fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase
compliance costs and may adversely affect the operations and financial performance of energy, natural resources and basic materials companies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Commodity Pricing Risk</U>. The operations and financial
performance of energy, natural resources and basic materials companies may be directly affected by commodity prices, especially those
energy, natural resources, basic materials and associated companies that own the underlying commodity. Commodity prices fluctuate for
several reasons, including changes in market and economic conditions, the impact of weather on demand, levels of domestic production and
imported commodities, energy conservation, domestic and foreign governmental regulation and taxation, the availability of local, intrastate
and interstate transportation systems, governmental expropriation and political upheaval and conflicts. Volatility of commodity prices,
which may lead to a reduction in production or supply, may also negatively impact the performance of energy, natural resources, basic
materials and associated companies that are solely involved in the transportation, processing, storing, distribution or marketing of commodities.
Volatility of commodity prices may also make it more difficult for energy, natural resources, basic materials and associated companies
to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Precious Metals Pricing Risk</U>. The Fund may invest in
companies that have a material exposure to precious metals, such as gold, silver and platinum and precious metals related instruments
and securities. The price of precious metals can fluctuate widely and is affected by numerous factors beyond the Fund&rsquo;s control
including: global or regional political, economic or financial events and situations; investors&rsquo; expectations with respect to the
future rates of inflation and movements in world equity, financial and property markets; global supply and demand for specific precious
metals, which is influenced by such factors as mine production and net forward selling activities by precious metals producers, central
bank purchases and sales, jewelry demand and the supply of recycled jewelry, net investment demand and industrial demand, net of recycling;
interest rates and currency exchange rates, particularly the strength of and confidence in the U.S. dollar; and investment and trading
activities of hedge funds, commodity funds and other speculators. The Fund does not intend to hold physical precious metals.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Risks of Personal Property Asset Companies</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in Income Securities and
Common Equity Securities issued by Personal Property Asset Companies. Personal (as opposed to real) property includes any tangible, movable
property or asset. The Fund will typically seek to invest in Income Securities and Common Equity Securities of Personal Property Asset
Companies that are associated with personal property assets with investment performance that is not highly correlated with traditional
market indexes, such as special situation transportation assets (e.g., railcars, airplanes and ships) and collectibles (e.g., antiques,
wine and fine art).</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Special Situation Transportation Assets Risks.
</I>The risks of special situation transportation assets include:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Cyclicality of Supply and Demand for Transportation Assets
Risk</U>. The transportation asset leasing and sales industry has periodically experienced cycles of oversupply and undersupply of railcars,
aircraft and ships. The oversupply of a specific type of transportation asset in the market is likely to depress the values of that type
of transportation asset. The supply and demand of transportation assets is affected by various cyclical factors that are not under the
Fund&rsquo;s control, including: (i) passenger and cargo demand; (ii) commercial demand for certain types of transportation assets, (iii)
fuel costs and general economic conditions affecting lessees&rsquo; operations; (iv) government regulation, including operating restrictions;
(v) interest rates; (vi) the availability of credit; (vii) manufacturer production level; (viii) retirement and obsolescence of certain
classes of transportation assets; (ix) re-introduction into service of transportation assets previously in storage; and (x) traffic control
infrastructure constraints.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Risk of Decline in Value of Transportation Assets and Rental
Values</U>. In addition to factors linked to the railway, aviation and shipping industries, other factors that may affect the value of
transportation assets, and thus of the Personal Property Asset Companies in which the Fund invests, include: (i) manufacturers merging
or exiting the industry or ceasing to produce specific types of transportation asset; (ii) the particular maintenance and operating history
of the transportation assets; (iii) the number of operators using that type of transportation asset; (iv) whether the railcar, aircraft
or ship is subject to a lease; (v) any regulatory and legal requirements that must be satisfied before the transportation asset can be
operated, sold or re-leased, (vi) compatibility of parts and layout of the transportation asset among operators of particular asset; and
(vii) any renegotiation of a lease on less favorable terms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Technological Risks</U>. The availability for sale or lease
of new, technologically advanced transportation assets and the imposition of stringent noise, emissions or environmental regulations may
make certain types of transportation assets less desirable in the marketplace and therefore may adversely affect the owners&rsquo; ability
to lease or sell such transportation assets. Consequently, the owner will have to lease or sell many of the transportation assets close
to the end of their useful economic life. The owners&rsquo; ability to manage these technological risks by modifying or selling transportation
assets will likely be limited.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Risks Relating to Leases of Transportation Assets</U>. Owner/lessors
of transportation assets will typically require lessees of assets to maintain customary and appropriate insurance. There can be no assurance
that the lessees&rsquo; insurance will cover all types of claims that may be asserted against the owner, which could adversely affect
the value of the Fund&rsquo;s investment in the Personal Property Asset Company owning such transportation asset. Personal Property Asset
Companies will be subject to credit risk of the lessees&rsquo; ability to the provisions of the lease of the transportation asset. The
Personal Property Asset Company will need to release or sell transportation assets as the current leases expire in order to continue to
generate revenues. The ability to re-lease or sell transportation assets will depend on general market and competitive conditions. Some
of the competitors of the Personal Property Asset Company may have greater access to financial resources and may have greater operational
flexibility. If the Personal Property Asset Company is not able to re-lease a transportation asset, it may need to attempt to sell the
aircraft to provide funds for its investors, including the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Collectible Assets Risks. </I>The risks of
collectible assets include:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Valuation of Collectible Assets Risk</U>. The market for
collectible assets as a financial investment is in the early stages of development. Collectible assets are typically bought and sold through
auction houses, and estimates of prices of collectible assets at auction are imprecise. Accordingly, collectible assets are difficult
to value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Liquidity of Collectible Assets Risk</U>. There are relatively
few auction houses in comparison to brokers and dealers of traditional financial assets. The ability to sell collectible assets is dependent
on the demand for particular classes of collectible assets, which demand has been volatile and erratic in the past. There is no assurance
that collectible assets can be sold within a particular timeframe or at the price at which such collectible assets are valued, which may
impair the ability of the Fund to realize full value of Personal Property Asset Companies in the event of the need to liquidate such assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Authenticity of Collectible Assets Risk</U>. The value of
collectible assets often depends on its rarity or scarcity, or of its attribution as the product of a particular artisan. Collectible
Assets are subject to forgery</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in">and to the inabilities to assess the authenticity of the collectible
asset, which may significantly impair the value of the collectible asset.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>High Transaction and Related Costs Risk</U>. Collectible
assets are typically bought and sold through auction houses, which typically charge commissions to the purchaser and to the seller which
may exceed 20% of the sale price of the collectible asset. In addition, holding collectible assets entails storage and insurance costs,
which may be substantial.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Private Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in privately issued Income
Securities and Common Equity Securities of both public and private companies. Private Securities have additional risk considerations than
investments in comparable public investments. Whenever the Fund invests in companies that do not publicly report financial and other material
information, it assumes a greater degree of investment risk and reliance upon the Sub-Adviser&rsquo;s ability to obtain and evaluate applicable
information concerning such companies&rsquo; creditworthiness and other investment considerations. Certain Private Securities may be illiquid.
Because there is often no readily available trading market for Private Securities, the Fund may not be able to readily dispose of such
investments at prices that approximate those at which the Fund could sell them if they were more widely traded. Private Securities are
also more difficult to value. Valuation may require more research, and elements of judgment may play a greater role in the valuation of
Private Securities as compared to public securities because there is less reliable objective data available. Private Securities that are
debt securities generally are of below-investment grade quality, frequently are unrated and present many of the same risks as investing
in below-investment grade public debt securities. Investing in private debt instruments is a highly specialized investment practice that
depends more heavily on independent credit analysis than investments in other types of obligations.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Investment Funds Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As an alternative to holding investments directly,
the Fund may also obtain investment exposure to Income Securities and Common Equity Securities by investing up to 30% of its total assets
in Investment Funds. These investments include open-end funds, closed-end funds, exchange-traded funds and business development companies
as well as other pooled investment vehicles. Investments in Investment Funds present certain special considerations and risks not present
in making direct investments in Income Securities and Common Equity Securities. Investments in Investment Funds subject the Fund to the
risks affecting such Investment Funds and involve operating expenses and fees that are in addition to the expenses and fees borne by the
Fund. Such expenses and fees attributable to the Fund&rsquo;s investment in another Investment Fund are borne indirectly by Common Shareholders.
Accordingly, investment in such entities involves expenses and fees at both levels. Fees charged by other Investment Funds in which the
Fund invests may be similar to the fees charged by the Fund and can include asset-based management fees and administrative fees payable
to such entities&rsquo; advisers and managers, thus resulting in fees at both levels. Fees charged by other Investment Funds in which
the Fund invests may be similar to the fees charged by the Fund and can include asset-based management fees and administrative fees payable
to such entities&rsquo; advisers and managers, thus resulting in duplicative fees. To the extent management fees of Investment Funds are
based on total gross assets, it may create an incentive for such entities&rsquo; managers to employ Financial Leverage, thereby adding
additional expense and increasing volatility and risk (including the Fund's overall exposure to financial leverage risk). Fees payable
to advisers and managers of Investment Funds may include performance-based incentive fees calculated as a percentage of profits. Such
incentive fees directly reduce the return that otherwise would have been earned by investors over the applicable period. Fees payable
to advisers and managers of Investment Funds may include performance-based incentive fees calculated as a percentage of profits. Such
incentive fees directly reduce the return that otherwise would have been earned by investors over the applicable period. A performance-based
fee arrangement may create incentives for an adviser or manager to take greater investment risks in the hope of earning a higher profit
participation. Investments in Investment Funds frequently expose the Fund to an additional layer of Financial Leverage. Investments in
Investment Funds expose the Fund to additional management risk. The success of the Fund&rsquo;s investments in Investment Funds will depend
in large part on the investment skills and implementation abilities of the advisers or managers of such entities. Decisions made by the
advisers or managers of such entities may cause the Fund to incur losses or to miss profit opportunities. While the Sub-Adviser will seek
to evaluate managers of Investment Funds and where possible independently evaluate the underlying assets, a substantial degree of reliance
on such entities&rsquo; managers is nevertheless present with such investments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In October 2020, the SEC adopted certain regulatory
changes and took other actions related to the ability of an investment company to invest in another investment company (which, in certain
instances, may also limit a</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">fund&rsquo;s ability to invest in certain types of structured finance
vehicles). These changes include, among other things, amendments to Rule 12d1-1, the rescission of Rule 12d1-2, the adoption of Rule 12d1-4,
and the rescission of certain exemptive relief issued by the SEC permitting such investments in excess of statutory limits and the withdrawal
of certain related SEC staff no-action letters. These changes and actions may adversely impact the Fund&rsquo;s investment strategies
and operations, as well as those of the underlying investment vehicles in which the Fund invests or other funds that invest in the Fund.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Synthetic Investments Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As an alternative to holding investments directly,
the Fund may also obtain investment exposure to Income Securities and Common Equity Securities through the use of customized derivative
instruments (including swaps, options, forwards, notional principal contracts or other financial instruments) to replicate, modify or
replace the economic attributes associated with an investment in Income Securities and Common Equity Securities (including interests in
Investment Funds). The Fund may be exposed to certain additional risks to the extent the Sub-Adviser use derivatives as a means to synthetically
implement the Fund&rsquo;s investment strategies. If the Fund enters into a derivative instrument whereby it agrees to receive the return
of a security or financial instrument or a basket of securities or financial instruments, it will typically contract to receive such returns
for a predetermined period of time. During such period, the Fund may not have the ability to increase or decrease its exposure. In addition,
such customized derivative instruments will likely be highly illiquid, and it is possible that the Fund will not be able to terminate
such derivative instruments prior to their expiration date or that the penalties associated with such a termination might impact the Fund&rsquo;s
performance in a material adverse manner. Furthermore, certain derivative instruments contain provisions giving the counterparty the right
to terminate the contract upon the occurrence of certain events. Such events may include a decline in the value of the reference securities
and material violations of the terms of the contract or the portfolio guidelines as well as other events determined by the counterparty.
If a termination were to occur, the Fund&rsquo;s return could be adversely affected as it would lose the benefit of the indirect exposure
to the reference securities and it may incur significant termination expenses.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In the event the Fund seeks to participate in
Investment Funds (including Private Investment Funds) through the use of such synthetic derivative instruments, the Fund will not acquire
any voting interests or other shareholder rights that would be acquired with a direct investment in the underlying Investment Fund. Accordingly,
the Fund will not participate in matters submitted to a vote of the shareholders. In addition, the Fund may not receive all of the information
and reports to shareholders that the Fund would receive with a direct investment in such Investment Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Further, the Fund will pay the counterparty to
any such customized derivative instrument structuring fees and ongoing transaction fees, which will reduce the investment performance
of the Fund. Finally, certain tax aspects of such customized derivative instruments are uncertain and a Common Shareholder&rsquo;s return
could be adversely affected by an adverse tax ruling.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Inflation/Deflation Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Inflation risk is the risk that the value of
assets or income from investments will be worth less in the future as inflation decreases the purchasing power and value of money. As
inflation increases, the real value of the Common Shares and distributions can decline. Inflation rates may change frequently and significantly
as a result of various factors, including unexpected shifts in the domestic or global economy and changes in monetary or economic policies
(or expectations that these policies may change), and the Fund&rsquo;s investments may not keep pace with inflation, which would adversely
affect the Fund. This risk is significantly elevated compared to normal conditions because of recent monetary policy measures and the
current low interest rate environment. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated
with the Fund&rsquo;s use of Financial Leverage would likely increase, which would tend to further reduce returns to Common Shareholders.
Deflation risk is the risk that prices throughout the economy decline over time&mdash;the opposite of inflation. Deflation may have an
adverse affect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value
of the Fund&rsquo;s portfolio.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Market Discount Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s Common Shares have traded both
at a premium and at a discount in relation to net asset value. The Fund cannot predict whether the Common Shares will trade in the future
at a premium or discount to net asset value. The Fund&rsquo;s Common Shares have recently traded at a premium to net asset value per share,
which may not be sustainable. If the Common Shares are trading at a premium to net asset value at the time you purchase Common</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Shares, the net asset value per share of the Common Shares purchased
will be less than the purchase price paid. Shares of closed-end investment companies frequently trade at a discount from net asset value,
but in some cases have traded above net asset value. The risk of the Common Shares trading at a discount is a risk separate from the risk
of a decline in the Fund&rsquo;s net asset value as a result of the Fund&rsquo;s investment activities. The Fund&rsquo;s net asset value
will be reduced immediately following an offering of the Common Shares due to the costs of such offering, which will be borne entirely
by the Fund. The sale of Common Shares by the Fund (or the perception that such sales may occur) may have an adverse effect on prices
of Common Shares in the secondary market. An increase in the number of Common Shares available may put downward pressure on the market
price for Common Shares. The Fund may, from time to time, seek the consent of Common Shareholders to permit the issuance and sale by the
Fund of Common Shares at a price below the Fund&rsquo;s then current net asset value, subject to certain conditions, and such sales of
Common Shares at price below net asset value, if any, may increase downward pressure on the market price for Common Shares. These sales,
if any, also might make it more difficult for the Fund to sell additional Common Shares in the future at a time and price it deems appropriate.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Whether a Common Shareholder will realize a gain
or loss upon the sale of Common Shares depends upon whether the market value of the Common Shares at the time of sale is above or below
the price the Common Shareholder paid, taking into account transaction costs for the Common Shares, and is not directly dependent upon
the Fund&rsquo;s net asset value. Because the market value of the Common Shares will be determined by factors such as the relative demand
for and supply of the shares in the market, general market conditions and other factors outside the Fund&rsquo;s control, the Fund cannot
predict whether the Common Shares will trade at, below or above net asset value, or at, below or above the public offering price for the
Common Shares. Common Shares of the Fund are designed primarily for long-term investors; investors in Common Shares should not view the
Fund as a vehicle for trading purposes.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Dilution Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The voting power of current Common Shareholders
will be diluted to the extent that current Common Shareholders do not purchase Common Shares in any future offerings of Common Shares
or do not purchase sufficient Common Shares to maintain their percentage interest. If the Fund is unable to invest the proceeds of such
offering as intended, the Fund&rsquo;s per Common Share distribution may decrease and the Fund may not participate in market advances
to the same extent as if such proceeds were fully invested as planned. If the Fund sells Common Shares at a price below net asset value
pursuant to the consent of Common Shareholders, shareholders will experience a dilution of the aggregate net asset value per Common Share
because the sale price will be less than the Fund&rsquo;s then-current net asset value per Common Share. Similarly, were the expenses
of the offering to exceed the amount by which the sale price exceeded the Fund&rsquo;s then current net asset value per Common Share,
shareholders would experience a dilution of the aggregate net asset value per Common Share. This dilution will be experienced by all shareholders,
irrespective of whether they purchase Common Shares in any such offering. See &ldquo;Description of Capital Structure&mdash;Common Shares&mdash;Issuance
of Additional Common Shares.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Financial Leverage and Leveraged Transactions Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Although the use of Financial Leverage and leveraged
transactions by the Fund may create an opportunity for increased after-tax total return for the Common Shares, it also results in additional
risks and can magnify the effect of any losses. If the income and gains earned on securities purchased with Financial Leverage and leveraged
transaction proceeds are greater than the cost of Financial Leverage and leveraged transactions, the Fund&rsquo;s return will be greater
than if Financial Leverage and leveraged transactions had not been used. Conversely, if the income or gains from the securities purchased
with such proceeds does not cover the cost of Financial Leverage and leveraged transactions, the return to the Fund will be less than
if Financial Leverage and leveraged transactions had not been used. There can be no assurance that a leveraging strategy will be implemented
or that it will be successful during any period during which it is employed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Financial Leverage and leveraged transactions
are speculative techniques that exposes the Fund to greater risk and increased costs than if they were not implemented. Increases and
decreases in the value of the Fund&rsquo;s portfolio will be magnified when the Fund uses Financial Leverage and leveraged transactions.
As a result, Financial Leverage and leveraged transactions may cause greater changes in the Fund&rsquo;s NAV and returns than if Financial
Leverage and leveraged transactions had not been used. The Fund will also have to pay interest on its indebtedness, if any, which may
reduce the Fund&rsquo;s return. This interest expense may be greater than the Fund&rsquo;s return on the underlying investment, which
would negatively affect the performance of the Fund.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Financial Leverage and the use of leveraged transactions
involve risks and special considerations for shareholders, including the likelihood of greater volatility of NAV and market price of and
dividends on the Common Shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates on Borrowings
or in the dividend rate on any Preferred Shares that the Fund must pay will reduce the return to the Common Shareholders; and the effect
of Financial Leverage and leveraged transactions in a declining market, which is likely to cause a greater decline in the NAV of the Common
Shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Because the fees received by the Investment Adviser
and Sub-Adviser are based on the Managed Assets of the Fund (including the proceeds of any Financial Leverage), the Investment Adviser
and Sub-Adviser have a financial incentive for the Fund to utilize Financial Leverage, which may create a conflict of interest between
the Investment Adviser and the Sub-Adviser on the one hand and the Common Shareholders on the other. Common Shareholders bear the portion
of the investment advisory fee attributable to the assets purchased with the proceeds of Financial Leverage, which means that Common Shareholders
effectively bear the entire advisory fee. In order to manage this conflict of interest, the Board receives regular reports from the Adviser
regarding the Fund&rsquo;s use of Financial Leverage and the effect of Financial Leverage on the management of the Fund&rsquo;s portfolio
and the performance of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Borrowings may subject the Fund to covenants
in credit agreements relating to asset coverage and portfolio composition requirements. Borrowings by the Fund also may subject the Fund
to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for such indebtedness.
Such guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940
Act. It is not anticipated that these covenants or guidelines will impede the Adviser from managing the Fund&rsquo;s portfolio in accordance
with the Fund&rsquo;s investment objective and policies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may enter into reverse repurchase
agreements with the same parties with whom they may enter into repurchase agreements (as described below). Under a reverse
repurchase agreement, the Fund would sell securities or other assets and agree to repurchase them at a particular price at a future
date. Reverse repurchase agreements involve the risks that the interest income earned on the investment of the proceeds will be less
than the interest expense and Fund expenses associated with the repurchase agreement, that the market value of the securities or
other assets sold by the Fund may decline below the price at which the Fund is obligated to repurchase such securities and that the
securities may not be returned to the Fund. There is no assurance that reverse repurchase agreements can be successfully employed.
In the event of the insolvency of the counterparty to a reverse repurchase agreement, recovery of the securities or other assets
sold by the Fund may be delayed. The counterparty&rsquo;s insolvency may result in a loss equal to the amount by which the value of
the securities or other assets sold by the Fund exceeds the repurchase price payable by the Fund; if the value of the purchased
securities or other assets increases during such a delay, that loss may also be increased. When the Fund enters into a reverse
repurchase agreement, any fluctuations in the market value of either the securities or other assets transferred to another party or
the securities or other assets in which the proceeds may be invested would affect the market value of the Fund&rsquo;s assets. As a
result, such transactions may increase fluctuations in the net asset value of the Fund&rsquo;s Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may enter into dollar roll
transactions, in which the Fund sells a mortgage-backed or other security for settlement on one date and buys back a substantially
similar security (but not the same security) for settlement at a later date. During the roll period, the Fund gives up the principal
and interest payments on the security, but may invest the sale proceeds. When the Fund enters
into a dollar roll transaction, any fluctuation in the market value of the security transferred or the securities in which the sales
proceeds are invested can affect the market value of the Fund&rsquo;s assets, and therefore, the Fund&rsquo;s NAV. Successful use of
dollar rolls may depend upon the Sub-Adviser&rsquo;s ability to correctly predict interest rates and prepayments. There is no
assurance that dollar rolls can be successfully employed. Dollar roll transactions may sometimes be considered the practical
equivalent of Borrowing and constitute leverage. Dollar roll transactions also involve the risk that the market value of
the securities the Fund is required to deliver may decline below the agreed upon repurchase price of those securities. In addition,
in the event that the Fund&rsquo;s counterparty becomes insolvent or otherwise unable or unwilling to perform its obligations, the
Fund&rsquo;s use of the proceeds may become restricted pending a determination as to whether to enforce the Fund&rsquo;s obligation
to purchase the substantially similar securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may engage in certain derivatives transactions
that have economic characteristics similar to leverage. Under current regulatory requirements, to the extent the terms of any such transaction
obligate the Fund to make payments, to mitigate leveraging risk and otherwise comply with regulatory requirements, the Fund must segregate
or earmark liquid assets to meet its obligations under, or otherwise cover, the transactions that may give rise to this risk. Securities
so segregated or designated as &ldquo;cover&rdquo; will be unavailable for sale by the Sub-Adviser (unless replaced by other securities
qualifying for segregation or cover requirements), which may adversely affect the ability of the Fund to pursue its investment objective.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may have Financial Leverage and
leveraged transactions outstanding during a short-term period during which such Financial Leverage and leveraged transactions may
not be beneficial to the Fund if the Adviser believes that the long-term benefits to Common Shareholders of such Financial Leverage
and leveraged transactions would outweigh the costs and portfolio disruptions associated with redeeming and reissuing or closing out
and reopening such Financial Leverage and leveraged transactions. However, there can be no assurance that the Adviser&rsquo;s
judgment in weighing such costs and benefits will be correct.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Recent economic and market events have contributed
to severe market volatility at times and caused severe liquidity strains in the credit markets during some periods. If dislocations in
the credit markets continue, the Fund&rsquo;s leverage costs may increase and there is a risk that the Fund may not be able to renew or
replace existing leverage on favorable terms or at all. If the cost of leverage is no longer favorable, or if the Fund is otherwise required
to reduce its leverage, the Fund may not be able to maintain distributions on Common Shares at historical levels and Common Shareholders
will bear any costs associated with selling portfolio securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s total Financial Leverage and
leveraged transactions may vary significantly over time. To the extent the Fund increases its amount of Financial Leverage and leveraged
transactions outstanding, it will be more exposed to these risks. The Fund may also be exposed to the risks associated with Financial
Leverage through its investments in Investment Funds.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Derivatives Transactions Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><I>Derivatives Transactions Risk In General</I>. In
addition to the covered call option strategy described above, the Fund may, but is not required to, utilize other derivatives, including
futures contracts, swaps transactions and other strategic transactions to seek to earn income, facilitate portfolio management and mitigate
risks. Participation in derivatives markets transactions involves investment risks and transaction costs to which the Fund would not be
subject absent the use of these strategies (other than its covered call writing strategy). Certain derivatives transactions that involve
leverage can result in losses that greatly exceed the amount originally invested. Derivatives transactions utilizing instruments denominated
in foreign currencies will expose the Fund to foreign currency risk. Derivatives transactions involve risks of mispricing or improper
valuation, and the documentation governing a derivative instrument or transaction may be unfavorable or ambiguous. Derivatives transactions
may involve commissions and other costs, which may increase the Fund&rsquo;s expenses and reduce its return. Various legislative and regulatory
initiatives may impact the availability, liquidity and cost of derivative instruments, limit or restrict the ability of the Fund to use
certain derivative instruments or transact with certain counterparties as a part of its investment strategy, increase the costs of using
derivative instruments or make derivative instruments less effective. In connection with certain derivatives transactions, under current
regulatory requirements, to the extent the terms of any such transaction obligate the Fund to make payments, the Fund may be required
to segregate liquid assets or otherwise cover such transactions. The Fund also may be required to deposit amounts as premiums or to be
held in margin accounts. Such amounts may not otherwise be available to the Fund for investment purposes. The Fund may earn a lower return
on its portfolio than it might otherwise earn if it did not have to segregate assets in respect of, or otherwise cover, its derivatives
transactions positions. To the extent the Fund&rsquo;s assets are segregated or committed as cover, it could limit the Fund&rsquo;s investment
flexibility. Segregating assets and covering positions will not limit or offset losses on related positions. Participation in derivatives
market transactions involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies.
The skills necessary to successfully execute derivatives strategies may be different from those for more traditional portfolio management
techniques, and if the Sub-Adviser is incorrect about its expectations of market conditions, the use of derivatives could also result
in a loss, which in some cases may be unlimited. Additional risks inherent in the use of derivatives include:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>dependence on the Sub-Adviser&rsquo;s ability to predict correctly movements in the direction of interest rates and securities prices;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>imperfect correlation between the price of derivatives and movements in the prices of the securities being hedged;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the fact that skills needed to use these strategies are different from those needed to select portfolio securities;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the possible absence of a liquid secondary market for any particular instrument at any time;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the possible need to defer closing out certain hedged positions to avoid adverse tax consequences;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the possible inability of the Fund to purchase or sell a security at a time that otherwise would be favorable for it to do so, or
the possible need for the Fund to sell a security at a disadvantageous time due to a need for the Fund to maintain &ldquo;cover&rdquo;
or to segregate securities in connection with the hedging techniques; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the creditworthiness of counterparties.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in"><I>Futures Transactions Risk. </I>The Fund may
invest in futures contracts and options on futures contracts. Futures and options on futures entail certain risks, including but not limited to the following:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>no assurance that futures contracts or options on futures can be offset at favorable prices;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>possible reduction of the return of the Fund due to their use for hedging;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>possible reduction in value of both the securities hedged and the hedging instrument;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>possible lack of liquidity, trading restrictions or limitations that may be imposed by an exchange, and the potential that government regulations may restrict trading</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>imperfect correlation between the contracts and the securities being hedged; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>losses from investing in futures transactions that are potentially unlimited and the segregation requirements for such transactions.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Under current regulatory requirements, with respect
to futures contracts that are not contractually required to &ldquo;cash-settle,&rdquo; the Fund usually must cover its open positions
by earmarking or segregating on its records cash or liquid assets equal to the contract&rsquo;s notional value. For futures contracts
that are &ldquo;cash-settled,&rdquo; however, the Fund is permitted to earmark or segregate cash or liquid assets in an amount equal to
the Fund&rsquo;s next daily marked-to-market (net) obligation, if any (i.e., the Fund&rsquo;s daily net liability) rather than the notional
value. By earmarking or designating assets equal to only its net obligation under cash-settled futures, the Fund will have the ability
to employ leverage to a greater extent than if the Fund were required to earmark or segregate assets equal to the full notional value
of such contracts. However, as described above, the SEC adopted a final rule related to the use of derivatives, reverse repurchase agreements
and certain other transactions by registered investment companies that will rescind and withdraw the guidance of the SEC and its staff
regarding asset segregation and coverage transactions reflected in the Fund&rsquo;s asset segregation and cover practices discussed herein.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Counterparty Risk. </I>Counterparty risk is
the risk that a counterparty to a Fund transaction (<I>e.g.</I>, prime brokerage or securities lending arrangement or derivatives transaction)
will be unable or unwilling to perform its contractual obligation to the Fund. The Fund is exposed to credit risks that the counterparty
may be unwilling or unable to make timely payments or otherwise meet its contractual obligations. If the counterparty becomes bankrupt
or defaults on (or otherwise becomes unable or unwilling to perform)
its payment or other obligations to the Fund, the Fund may not receive the full amount that it is entitled to receive or may experience
delays in recovering the collateral or other assets held by, or on behalf of, the counterparty. If this occurs, or if exercising contractual rights involves delays or costs for the Fund, the value of your shares in the Fund may decrease.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in">The Fund bears the risk that counterparties may
be adversely affected by legislative or regulatory changes, adverse market conditions (such as the current conditions), increased competition,
and/or wide scale credit losses resulting from financial difficulties of the counterparties&rsquo; other trading partners or borrowers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in">The counterparty risk for cleared derivatives is
generally lower than for uncleared OTC derivatives transactions since generally a clearing organization becomes substituted for each counterparty
to a cleared derivative contract and, in effect, guarantees the parties&rsquo; performance under the contract as each party to a trade
looks only to the clearing organization for performance of financial obligations under the derivative contract. However, there can be
no assurance that a clearing organization, or its members, will satisfy its obligations to the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in"><I>Risks Associated with Swaps</I>. The Fund
may enter into swap transactions, including credit default swaps, total return swaps, index swaps, currency swaps, commodity swaps and
interest rate swaps, as well as options thereon, and may purchase or sell interest rate caps, floors and collars. The Fund may utilize
swap agreements in an attempt to gain exposure to certain securities without purchasing those securities, which is speculative, or to
hedge a position.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Risks associated with the use of swap agreements
are different from those associated with ordinary portfolio securities transactions, largely due to the fact they could be considered
illiquid and many swaps currently trade on the OTC market. If the Sub-Adviser is incorrect in its forecasts of market values, interest
rates or currency exchange rates, the investment performance of the Fund may be less favorable than it would have been if these investment
techniques were not used. Such transactions are subject to market risk, risk of default by the other party to the transaction and risk
of imperfect correlation between the value of such instruments and the underlying assets and may involve commissions or other costs. Swaps
generally do not involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect
to swaps generally is limited to the net amount of payments that the Fund is contractually obligated to make, or in the case of the other
party to a swap defaulting, the net amount of payments that the Fund is contractually entitled to receive. Swaps are subject to valuation,
liquidity and leveraging risks and could result in substantial losses to the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Swaps may effectively add leverage to the Fund&rsquo;s
portfolio because the Fund would be subject to investment exposure on the full notional amount of the swap. Swaps are subject to the risk
that a counterparty will default on its payment obligations to the Fund thereunder.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">When the Fund acts as a seller of a credit default
swap agreement with respect to a debt security, it is subject to the risk that an adverse credit event may occur with respect to the issuer
of the debt security and the Fund may be required to pay the buyer the full notional value of the debt security under the swap net of
any amounts owed to the Fund by the buyer under the swap (such as the buyer&rsquo;s obligation to deliver the debt security to the Fund).
As a result, the Fund bears the entire risk of loss due to a decline in value of a referenced debt security on a credit default swap it
has sold if there is a credit event with respect to the issuer of the security. If the Fund is a buyer of a credit default swap and no
credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs,
the Fund generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations
of the reference entity whose value may have significantly decreased.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The swap market has become more standardized
in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, some swaps have become relatively liquid. Although the swap market has become liquid, certain types of
derivatives products, such as caps, floors and collars may be less liquid than swaps in general.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain standardized swaps are subject to mandatory
exchange-trading and/or central clearing. Exchange-trading and central clearing are expected to reduce counterparty credit risk and increase
liquidity, but exchange-trading and central clearing do not make swap transactions risk-free. The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the &ldquo;Dodd-Frank Act&rdquo;) and related regulatory developments require the clearing and exchange-trading of certain
OTC derivative instruments that the CFTC and SEC have defined as &ldquo;swaps.&rdquo; Mandatory exchange-trading and clearing are occurring
on a phased-in basis based on CFTC approval of contracts for central clearing. Depending on the Fund&rsquo;s size and other factors, the
margin required under the rules of the clearinghouse and by the clearing member may be in excess of the collateral required to be posted
by the Fund to support its obligations under a similar bilateral swap. In addition, regulators have developed rules that require trading
and execution of the most liquid swaps on trading facilities. Moving trading to an exchange-type system may increase market transparency
and liquidity but may require the Fund to incur increased expenses to access the same types of cleared and uncleared swaps. In addition,
the CFTC and other applicable regulators have adopted rules imposing certain margin requirements, including minimums, on uncleared swaps
which may result in the Fund and its counterparties posting higher margin amounts for uncleared swaps. Recently adopted rules also require
centralized reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater
market transparency, but may subject the Fund to additional administrative burdens and the safeguards established to protect trader anonymity
may not function as expected. The Sub-Adviser will continue to monitor developments in this area, particularly to the extent regulatory
changes affect the ability of the Fund to enter into swap agreements. In addition, the CFTC in October 2020 adopted amendments to its position limits rules that establish certain new and amended position
limits for 25 specified physical commodity futures and related options contracts traded on exchanges, other futures contracts and related
options directly or indirectly linked to such 25 specified contracts, and any OTC transactions that are economically equivalent to the
25 specified contracts.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Further regulatory developments in the swap market
may adversely impact the swap market generally or the Fund&rsquo;s ability to use swaps.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Portfolio Turnover Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s annual portfolio turnover rate
may vary greatly from year to year. Portfolio turnover rate is not considered a limiting factor in the execution of investment decisions
for the Fund. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses
that are borne by the Fund. High portfolio turnover may result in an increased realization of net short-term capital gains by the Fund
which, when distributed to Common Shareholders, will be taxable as ordinary income. Additionally, in a declining market, portfolio turnover
may create realized capital losses. See &ldquo;U.S. Federal Income Tax Considerations.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">U.S. Government Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Different types of U.S. government securities
have different relative levels of credit risk depending on the nature of the particular government support for that security. U.S. government
securities may be supported by: (i)&nbsp;the full faith and credit of the United States government; (ii)&nbsp;the ability of the issuer
to borrow from the U.S. Treasury; (iii)&nbsp;the credit of the issuing agency, instrumentality or government-sponsored entity (&ldquo;GSE&rdquo;);
(iv)&nbsp;pools of assets (<I>e.g.</I>, mortgage-backed securities); or (v)&nbsp;the United States in some other way. The U.S. government
and its agencies and instrumentalities do not guarantee the market value of their securities, which may fluctuate in value and are subject
to investment risks, and certain U.S. government securities may not be backed by the full faith and credit of the United States government.
The value of U.S. government obligations may be adversely affected by changes in interest rates. It is possible that the issuers of some
U.S. government securities will not have the funds to</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">timely meet their payment obligations in the future and there is
a risk of default. For certain agency and GSE issued securities, there is no guarantee the U.S. government will support the agency or
GSE if it is unable to meet its obligations.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Legislation and Regulation Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">At any time after the date hereof, U.S. and non-U.S.
governmental agencies and other regulators may implement additional regulations and legislators may pass new laws that affect the investments
held by the Fund, the strategies used by the Fund or the level of regulation or taxation applying to the Fund (such as regulations related
to investments in derivatives and other transactions). These regulations and laws impact the investment strategies, performance, costs
and operations of the Fund, as well as the way investments in, and shareholders of, the Fund are taxed.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">LIBOR Replacement Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The terms of many investments, financings or
other transactions in the U.S. and globally have been historically tied to interbank reference rates (referred to collectively as the
&ldquo;London Interbank Offered Rate&rdquo; or &ldquo;LIBOR&rdquo;), which function as a reference rate or benchmark for such investments,
financings or other transactions. LIBOR may be a significant factor in determining payment obligations under derivatives transactions,
the cost of financing of Fund investments or the value or return on certain other Fund investments. As a result, LIBOR may be relevant
to, and directly affect, the Fund&rsquo;s performance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">On July 27, 2017, the Chief Executive of the
Financial Conduct Authority (&ldquo;FCA&rdquo;), the United Kingdom&rsquo;s financial regulatory body and regulator of LIBOR, announced
that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR due to the absence of
an active market for interbank unsecured lending and other reasons. On March 5, 2021, the FCA and the LIBOR administrator announced that
most tenors and settings of LIBOR will be officially discontinued on December 31, 2021 and the most widely used U.S. dollar LIBOR tenors
will be discontinued on June 30, 2023 and that such LIBOR rates will no longer be sufficiently robust to be representative of their underlying
markets around that time. Various financial industry groups have begun planning for that transition and certain regulators and industry
groups have taken actions to establish alternative reference rates (e.g., the Secured Overnight Financing Rate, which measures the cost
of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities and is intended to replace
U.S. dollar LIBOR with certain adjustments). However, there are challenges to converting contracts and transactions to a new benchmark
and neither the full effects of the transition process nor its ultimate outcome is known.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The transition process might lead to increased
volatility and illiquidity in markets for instruments with terms tied to LIBOR. It could also lead to a reduction in the interest rates
on, and the value of, some LIBOR-based investments and reduce the effectiveness of hedges mitigating risk in connection with LIBOR-based
investments. Although some LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative
rate-setting methodology or increased costs for certain LIBOR-related instruments or financing transactions, others may not have such
provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies. Instruments that
include robust fallback provisions to facilitate the transition from LIBOR to an alternative reference rate may also include adjustments
that do not adequately compensate the holder for the different characteristics of the alternative reference rate. The result may be that
the fallback provision results in a value transfer from one party to the instrument to the counterparty. Additionally, because such provisions
may differ across instruments (e.g., hedges versus cash positions hedged), LIBOR&rsquo;s cessation may give rise to basis risk and render
hedges less effective. As the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects and related
adverse conditions could occur prior to the end of some LIBOR tenors in 2021 or the remaining LIBOR tenors in mid-2023. There also remains
uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or
instruments. The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending, among other things, on (1) existing
fallback or termination provisions in individual contracts and the possible renegotiation of existing contracts and (2) whether, how,
and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Fund
investments may also be tied to other interbank offered rates and currencies, which also will face similar issues. In many cases, in the
event that an instrument falls back to an alternative reference rate, including the Secured Overnight Financing Rate (&ldquo;SOFR&rdquo;),
the alternative reference rate will not perform the same as LIBOR because the alternative reference rates do not include a credit sensitive
component in the calculation of the rate. The alternative reference rates are generally secured by</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">U.S. treasury securities and will reflect the performance of the
market for U.S. treasury securities and not the inter-bank lending markets. In the event of a credit crisis, floating rate instruments
using alternative reference rates could therefore perform differently than those instruments using a rate indexed to the inter-bank lending
market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The state of New York recently adopted legislation
that would require LIBOR-based contracts that do not include a fallback to a rate other than LIBOR or an inter-bank quotation poll to
use a SOFR-based rate plus a spread adjustment. Pending legislation in the U.S. Congress may also affect the transition of LIBOR-based
instruments as well by permitting trustees and calculation agents to transition instruments with no LIBOR transition language to an alternative
reference rate selected by such agents. The New York statute and the federal legislative proposal includes safe harbors from liability,
which may limit the recourse the Fund may have if the alternative reference rate does not fully compensate the Fund for the transition
of an instrument from LIBOR. If enacted, the federal legislation may also preempt the New York statute, which may create uncertainty
to the extent a party has sought to rely on the New York statute to select a replacement benchmark rate.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">These developments could negatively affect financial
markets in general and present heightened risks, including with respect to the Fund&rsquo;s investments. As a result of this uncertainty
and developments relating to the transition process, the Fund and its investments may be adversely affected.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Recent Market Developments Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Periods of market volatility remain, and may
continue to occur in the future, in response to various political, social, economic and public health events both within and outside of
the United States. These conditions have resulted in, and in many cases continue to result in, greater price volatility, less liquidity,
widening credit spreads and a lack of price transparency, with certain securities remaining illiquid and of uncertain value. Such market
conditions may adversely affect the Fund, including by making valuation of some of the Fund&rsquo;s securities uncertain and/or result
in sudden and significant valuation increases or declines in the Fund&rsquo;s holdings. If there is a significant decline in the value
of the Fund&rsquo;s portfolio, this may impact the asset coverage levels for the Fund&rsquo;s outstanding leverage.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Risks resulting from any future debt or other economic or public
health crisis could also have a detrimental impact on the global economic recovery, the financial condition of financial institutions
and the Fund&rsquo;s business, financial condition and results of operation. Market and economic disruptions have affected, and may in
the future affect, consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt
and home prices, among other factors. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence
and consumer credit factors, the Fund&rsquo;s business, financial condition and results of operations could be significantly and adversely
affected. Downgrades to the credit ratings of major banks could result in increased borrowing costs for such banks and negatively affect
the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, may also adversely affect the
value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising interest rates and/or unfavorable
economic conditions could impair the Fund&rsquo;s ability to achieve its investment objective.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The outbreak of COVID-19 and the current recovery
underway has caused disruption to consumer demand and economic output and supply chains. There are still travel restrictions and quarantines,
and adverse impacts on local and global economies. As with other serious economic disruptions, governmental authorities and regulators
have in the past responded (and may in the future respond to similar crises) to this crisis with significant fiscal and monetary policy
changes, including by providing direct capital infusions into companies, introducing new monetary programs and considerably lowering interest
rates, which, in some cases resulted in negative interest rates and higher inflation. These actions, including their possible unexpected
or sudden reversal or potential ineffectiveness, could further increase volatility in securities and other financial markets, reduce market
liquidity, continue to cause higher inflation, heighten investor uncertainty and adversely affect the value of the Fund&rsquo;s investments
and the performance of the Fund.</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Increasing Government and other Public Debt Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><FONT STYLE="font-weight: normal">Government
and other public debt, including municipal obligations in which the Fund may invest, can be adversely affected by large and sudden changes
in local and global economic conditions that result in increased debt levels. Although high levels of government and other public debt
do not necessarily indicate or cause economic problems, high levels of debt may create certain systemic risks if sound debt management
practices are not implemented. A high debt level may increase market pressures to meet an issuer&rsquo;s funding needs, which may increase
borrowing costs and cause a government or public or municipal entity to issue additional debt, thereby increasing the risk of refinancing.
A high debt level also raises concerns that the issuer may be unable or unwilling to repay the principal or interest on its debt, which
may adversely impact instruments held by the Fund that rely on such payments. Extraordinary governmental and quasigovernmental responses
to the current economic, market, labor and public health conditions are significantly increasing government and other public debt, which
heighten these risks and the long term consequences of these actions are not known. Unsustainable debt levels can decline the valuation
of currencies, and can prevent a government from implementing effective counter-cyclical fiscal policy during economic downturns or can
lead to increases in inflation or generate or contribute to an economic downturn.</FONT></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Municipal Securities Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><FONT STYLE="font-weight: normal">Municipal securities
are subject to a variety of risks, including credit, interest, prepayment, liquidity, and valuation risks. In addition, municipal securities
can be adversely affected by (i) unfavorable legislative, political or other developments or events, including natural disasters and public
health conditions, and (ii) changes in the economic and fiscal conditions of issuers of municipal securities or the federal government
(in cases where it provides financial support to such issuers). Municipal securities may be fully or partially backed by the taxing authority
or revenue of a local government, the credit of a private issuer, or the current or anticipated revenues from a specific project, which
may be adversely affected as a result of economic and public health conditions. Certain sectors of the municipal bond market have special
risks that can affect them more significantly than the market as a whole. Because many municipal instruments are issued to finance similar
projects (such as education, health care, transportation and utilities), conditions in these industries can significantly affect the overall
municipal market. Municipal securities that are insured may be adversely affected by developments relevant to that particular insurer,
or more general developments relevant to the market as a whole. Municipal securities can be difficult to value and be less liquid than
other investments, which may affect performance.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><FONT STYLE="font-weight: normal">Investments
in municipal securities are subject to risks associated with the financial health of the issuers of such securities or the revenue
associated with underlying projects. For example, the current COVID-19 pandemic has significantly stressed the financial resources
of many municipalities and other issuers of municipal securities, which may impair their ability to meet their financial obligations
and may harm the value or liquidity of the Fund&rsquo;s investments in municipal securities. In particular, responses by
municipalities and other governmental authorities to the COVID-19 pandemic have caused disruptions in business and other activities.
These and other effects of the COVID-19 pandemic, such as increased unemployment levels, have impacted tax and other revenues of
municipalities and other issuers of municipal securities and the financial conditions of such issuers. In addition, in response to
the COVID-19 pandemic, governmental authorities and regulators have enacted and are enacting significant fiscal and monetary policy
changes, which present heightened risks to municipal securities, and such risks could be even further heightened if these actions
are unexpectedly or suddenly discontinued, disrupted, reversed or are ineffective in achieving their desired outcomes or lead to
increases in inflation. Furthermore, governmental authorities have proposed various forms of relief for municipal issuers. As a
result, there is an increased budgetary and financial pressure on municipalities and other issuers of municipal securities and
heightened risk of default or other adverse credit or similar events for issuers of municipal securities, which would adversely
impact the Fund&rsquo;s investments.</FONT></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">When-Issued and Delayed Delivery Transactions Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Securities purchased on a when-issued or delayed
delivery basis may expose the Fund to counterparty risk of default as well as the risk that securities may experience fluctuations in
value prior to their actual delivery. The Fund generally will not accrue income with respect to a when-issued or delayed delivery security
prior to its stated delivery date. Purchasing securities on a when-issued or delayed delivery basis can involve the additional risk that
the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself.</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Short Sales Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may make short sales of
securities. Short selling a security involves selling a borrowed security with the expectation that the value of that security will
decline, so that the security may be purchased at a lower price when returning the borrowed security. If the price of the security
sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss will be
increased, by the transaction costs incurred by the Fund, including the costs associated with providing collateral to the
broker-dealer (usually cash and liquid securities) and the maintenance of collateral with its custodian. Although the Fund&rsquo;s
gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited and is greater than
a direct investment in the security itself because the price of the borrowed or reference security may rise. The Fund may not always
be able to close out a short position at a particular time or at an acceptable price. A lender may request that borrowed securities
be returned to it on short notice, and the Fund may have to buy the borrowed securities at an unfavorable price, resulting in a
loss. The Fund may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities
until they are replaced, which will be expenses of the Fund. Short sales also subject the Fund to risks related to the lender (such as
bankruptcy risks) or the general risk that the lender does not comply with its obligations. Government actions also may affect the
Fund&rsquo;s ability to engage in short selling. The use of physical short sales is typically more expensive than gaining short
exposure through derivatives.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Repurchase Agreement Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">The Fund may enter into bilateral and tri-party
repurchase agreements. In a typical Fund repurchase agreement, the Fund enters into a contract with a broker, dealer, or bank (the &ldquo;counterparty&rdquo;
to the transaction) for the purchase of securities or other assets. The counterparty agrees to repurchase the securities or other assets
at a specified future date, or on demand, for a price that is sufficient to return to the Fund its original purchase price, plus an additional
amount representing the return on the Fund&rsquo;s investment. Such repurchase agreements economically function as a secured loan from
the Fund to a counterparty. If the counterparty defaults on the repurchase agreement, the Fund will retain possession of the underlying
securities or other assets. If bankruptcy proceedings are commenced with respect to the seller, realization on the collateral by the Fund
may be delayed or limited and the Fund may incur additional costs. In such case, the Fund will be subject to risks associated with changes
in market value of the collateral securities or other assets. Each Fund intends to enter into repurchase agreements only with brokers,
dealers, or banks or other permitted counterparties after the Adviser (or Sub-Adviser) evaluates the creditworthiness of the counterparty.
The Fund will not enter into repurchase agreements with the Investment Adviser or Sub-Adviser or their affiliates. Except as described
elsewhere in this SAI and as provided under applicable law, the Fund may enter into repurchase agreements without limitation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Repurchase agreements collateralized fully by
cash items, U.S. government securities or by securities issued by an issuer that the Fund&rsquo;s Board of Trustees, or its delegate,
has determined at the time the repurchase agreement is entered into has an exceptionally strong capacity to meet its financial obligations
(&ldquo;Qualifying Collateral&rdquo;) and meet certain liquidity standards generally may be deemed to be &ldquo;collateralized fully&rdquo;
and may be deemed to be investments in the underlying securities for certain purposes. The Fund may accept collateral other than Qualifying
Collateral determined by the Investment Adviser or Sub-Adviser to be in the best interests of the Fund to accept as collateral for such
repurchase agreement (which may include high yield debt instruments that are rated below investment grade) (&ldquo;Alternative Collateral&rdquo;).
Repurchase agreements secured by Alternative Collateral are not deemed to be &ldquo;collateralized fully&rdquo; under applicable regulations
and the repurchase agreement is therefore considered a separate security issued by the counterparty to the Fund. Accordingly, the Fund
must include repurchase agreements that are not &ldquo;collateralized fully&rdquo; in its calculations of securities issued by the selling
institution held by the Fund for purposes of various portfolio diversification and concentration requirements applicable to the Fund.
In addition, Alternative Collateral may not qualify as permitted or appropriate investments for the Fund under the Fund&rsquo;s investment
strategies and limitations. Accordingly, if a counterparty to a repurchase agreement defaults and the Fund takes possession of Alternative
Collateral, the Fund may need to promptly dispose of the Alternative Collateral (or other securities held by the Fund, if the Fund exceeds
a limitation on a permitted investment by virtue of taking possession of the Alternative Collateral). The Alternative Collateral may be
particularly illiquid, especially in times of market volatility or in the case of a counterparty insolvency or bankruptcy, which may restrict
the Fund&rsquo;s ability to dispose of Alternative Collateral received from the counterparty. Depending on the terms of the repurchase
agreement, the Fund may determine to sell the collateral during the term of the repurchase agreement and then purchase the same collateral
at the market price at the time of the resale. (See &ldquo;Short Sales&rdquo;). In tri-party repurchase agreements, an unaffiliated third
party custodian maintains accounts to hold collateral for the Fund and its counterparties and, therefore, the Fund may be subject to the
credit risk of those custodians. Securities subject to repurchase agreements (other than tri-party repurchase agreements) and purchase
and sale contracts will be held by the Fund&rsquo;s custodian (or sub-custodian) in the Federal Reserve/Treasury book-entry system or
by another authorized securities depository.</P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Securities Lending Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may lend its portfolio securities to
banks or dealers which meet the creditworthiness standards established by the Board of Trustees. Securities lending is subject to the
risk that loaned securities may not be available to the Fund on a timely basis and the Fund may therefore lose the opportunity to sell
the securities at a desirable price. Any loss in the market price of securities loaned by the Fund that occurs during the term of the
loan would be borne by the Fund and would adversely affect the Fund&rsquo;s performance. Also, there may be delays in recovery, or no
recovery, of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while
the loan is outstanding.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Risk of Failure to Qualify as a RIC</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To qualify for the favorable U.S. federal income
tax treatment generally accorded to RICs, the Fund must, among other things, derive in each taxable year at least 90% of its gross income
from certain prescribed sources, meet certain asset diversification tests and distribute for each taxable year at least 90% of its &ldquo;investment
company taxable income&rdquo; (generally, ordinary income plus the excess, if any, of net short-term capital gain over net long-term capital
loss). If for any taxable year the Fund does not qualify as a RIC, all of its taxable income for that year (including its net capital
gain) would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions
would be taxable as ordinary dividends to the extent of the Fund&rsquo;s current and accumulated earnings and profits.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Conflicts of Interest Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Guggenheim Partners is a global asset management
and investment advisory organization. Guggenheim Partners and its affiliates advise clients in various markets and transactions and purchase,
sell, hold and recommend a broad array of investments for their own accounts and the accounts of clients and of their personnel and the
relationships and products they sponsor, manage and advise. Accordingly, Guggenheim Partners and its affiliates may have direct and indirect
interests in a variety of global markets and the securities of issuers in which the Fund may directly or indirectly invest. These interests
may cause the Fund to be subject to regulatory limits, and in certain circumstances, these various activities may prevent the Fund from
participating in an investment decision.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">An investment in the Fund is subject to a number
of actual or potential conflicts of interest. For example, the Adviser and its affiliates are engaged in a variety of business activities
that are unrelated to managing the Fund, which may give rise to actual, potential or perceived conflicts of interest in connection with
making investment decisions for the Fund. As a result, activities and dealings of Guggenheim Partners and its affiliates may affect the
Fund in ways that may disadvantage or restrict the Fund or be deemed to benefit Guggenheim Partners and its affiliates. From time to time,
conflicts of interest may arise between a portfolio manager&rsquo;s management of the investments of the Fund on the one hand and the
management of other registered investment companies, pooled investment vehicles and other accounts (collectively, &ldquo;other accounts&rdquo;)
on the other. The other accounts might have similar investment objectives or strategies as the Fund or otherwise hold, purchase, or sell
securities that are eligible to be held, purchased or sold by the Fund. In certain circumstances, and subject to its fiduciary obligations
under the Advisers Act and the requirements of the 1940 Act, the Adviser may have to allocate a limited investment opportunity among its
clients. The other accounts might also have different investment objectives or strategies than the Fund. In addition, the Fund may be
limited in its ability to invest in, or hold securities of, any companies that the Adviser or its affiliates (or other accounts managed
by the Adviser or its affiliates) control, or companies in which the Adviser or its affiliates have interests or with whom they do business.
For example, affiliates of the Adviser may act as underwriter, lead agent or administrative agent for loans or otherwise participate in
the market for loans. Because of limitations imposed by applicable law, the presence of the Adviser&rsquo;s affiliates in the markets
for loans may restrict the Fund&rsquo;s ability to acquire some loans or affect the timing or price of such acquisitions. To address these
conflicts, the Fund and Guggenheim Partners and its affiliates have established various policies and procedures that are reasonably designed
to detect and prevent such conflicts and prevent the Fund from being disadvantaged.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">There can be no guarantee that these policies
and procedures will be successful in every instance. For additional information about potential conflicts of interest, and the way in
which the Adviser and its affiliates address such conflicts, please see &ldquo;Management of the Fund&mdash;Potential Conflicts of Interest&rdquo;
in the SAI.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Market Disruption and Geopolitical Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund does not know and cannot predict how
long the securities markets may be affected by geopolitical events and the effects of these and similar events in the future on the U.S.
economy and securities</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">markets. The Fund may be adversely affected by abrogation of international
agreements and national laws which have created the market instruments in which the Fund may invest, failure of the designated national
and international authorities to enforce compliance with the same laws and agreements, failure of local, national and international organization
to carry out their duties prescribed to them under the relevant agreements, revisions of these laws and agreements which dilute their
effectiveness or conflicting interpretation of provisions of the same laws and agreements. The Fund may be adversely affected by uncertainties
such as terrorism, international political developments, and changes in government policies, taxation, restrictions on foreign investment
and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries in which it is invested
and the risks associated with financial, economic, public health, labor and other global market developments and disruptions.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Technology Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As the use of Internet technology has become
more prevalent, the Fund and its service providers and markets generally have become more susceptible to potential operational risks related
to intentional and unintentional events that may cause the Fund or a service provider to lose proprietary information, suffer data corruption
or lose operational capacity. There can be no guarantee that any risk management systems established by the Fund, its service providers,
or issuers of the securities in which the Fund invests to reduce technology and cyber security risks will succeed, and the Fund cannot
control such systems put in place by service providers, issuers or other third parties whose operations may affect the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Cyber Security, Market Disruptions and Operational Risk. </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As in other parts of the economy, the Fund and
its service providers, as well as exchanges and market participants through or with which the Fund trades and exchanges on which its shares
trade and other infrastructures and services on which the Fund or its service providers rely, are susceptible to ongoing risks related
to cyber incidents and the risks associated with financial, economic, public health, labor and other global market developments and disruptions.
Cyber incidents, which can be perpetrated by a variety of means, may result in actual or potential adverse consequences for critical information
and communications technology, systems and networks that are vital to the operations of the Fund or its service providers. A cyber incident
or sudden market disruption could adversely impact the Fund, its service providers or its shareholders by, among other things, interfering
with the processing of shareholder transactions or other operational functionality, impacting the Fund&rsquo;s ability to calculate its
NAV or other data, causing the release of private or confidential information, impeding trading, causing reputational damage, and subjecting
the Fund to fines, penalties or financial losses or otherwise adversely affecting the operations, systems and activities of the Fund,
its service providers and market intermediaries. These types of adverse consequences could also result from other operational disruptions
or failures arising from, for example, processing errors, human errors, and other technological issues. In each case, the Fund&rsquo;s
ability to calculate its NAV correctly, in a timely manner or process trades or Fund transactions may be adversely affected, including
over a potentially extended period. The Fund and its service providers may directly bear these risks and related costs. The Fund and its
service providers are continuing to experience the impacts of quarantines and similar measures being enacted by governments in response
to COVID-19, which have obstructed the regular functioning of business workforces (including requiring employees to work from external
locations and their homes). Accordingly, the risks described above are heightened under current conditions.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Anti-Takeover Provisions Risk</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s Agreement and Declaration of
Trust and Bylaws (collectively the &ldquo;Governing Documents&rdquo;) include provisions that could limit the ability of other entities
or persons to acquire control of the Fund or convert the Fund to an open-end fund. These provisions could have the effect of depriving
the Common Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares.
See &ldquo;Anti-Takeover and Other Provisions in the Fund&rsquo;s Governing Documents.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Management of
the Fund</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Trustees and Officers</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Board of Trustees is broadly responsible
for the management of the Fund, including general supervision of the duties performed by the Investment Adviser or the Sub-Adviser. The
names and business addresses of the Trustees and officers of the Fund and their principal occupations and other affiliations during the
past five years are set forth under &ldquo;Management of the Fund&rdquo; in the SAI.</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The Investment Adviser</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Guggenheim Funds Investment Advisors, LLC, a
wholly-owned subsidiary of Guggenheim Partners, acts as the Fund&rsquo;s Investment Adviser pursuant to an investment advisory agreement
between the Fund and the Investment Adviser (the &ldquo;Advisory Agreement&rdquo;). The Investment Adviser is a registered investment
adviser and acts as investment adviser to a number of closed-end and open-end investment companies. The Investment Adviser is a Delaware
limited liability company, with its principal offices located at 227 West Monroe Street, Chicago, Illinois 60606.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Guggenheim Partners is a diversified financial
services firm with wealth management, capital markets, investment management and proprietary investing businesses, whose clients are a
mix of individuals, family offices, endowments, foundation insurance companies and other institutions that have entrusted Guggenheim Partners
with the supervision of more than $325 billion of assets as of June 30, 2021. Guggenheim Partners is headquartered in Chicago and New
York with a global network of offices throughout the United States, Europe, and Asia.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Pursuant to the Advisory Agreement, the Investment
Adviser is responsible for the management of the Fund. The Investment Adviser furnishes office facilities and equipment and clerical,
bookkeeping and administrative services on behalf of the Fund and oversees the activities of the Fund&rsquo;s Sub-Adviser. The Investment
Adviser provides all services through the medium of any directors, officers or employees of the Investment Adviser or its affiliates as
the Investment Adviser deems appropriate in order to fulfill its obligations and pays the compensation of all officers and Trustees of
the Fund who are its affiliates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As compensation for its services, the Fund pays
the Investment Adviser a fee, payable monthly in arrears at an annual rate equal to 1.00% of the Fund&rsquo;s average daily Managed Assets
(from which the Investment Adviser pays the Sub-Adviser&rsquo;s fee as described under &ldquo;&mdash;The Sub-Adviser&rdquo; below). &ldquo;Managed
Assets&rdquo; for purposes of the Advisory and Sub-Advisory Agreements means the total assets of the Fund (other than assets attributable
to any investments by the Fund in Affiliated Investment Funds), including the assets attributable to the proceeds from any borrowings
or other forms of financial leverage, minus liabilities, other than liabilities related to any financial leverage. &ldquo;Affiliated Investment
Funds&rdquo; means investment companies, including registered investment companies, private investment funds and/or other pooled investment
vehicles, advised or managed by the Fund&rsquo;s investment Sub-Adviser or any of its affiliates. &ldquo;Managed Assets&rdquo; for all
other purposes means the total assets of the Fund, including the assets attributable to the proceeds from any borrowings or other forms
of Financial Leverage, minus liabilities, other than liabilities related to any Financial Leverage.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">A discussion regarding the basis for the most
recent approval of the Advisory Agreement by the Board of Trustees is available in the Fund&rsquo;s annual report to shareholders for
the period ending May 31, 2021.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition to the fees of the Investment Adviser,
the Fund pays all other costs and expenses of its operations, including compensation of its Trustees (other than those affiliated with
the Investment Adviser), custodial expenses, transfer agency and dividend disbursing expenses, legal fees, expenses of the Fund&rsquo;s
independent registered public accounting firm, expenses of repurchasing shares, listing expenses, expenses of preparing, printing and
distributing prospectuses, stockholder reports, notices, proxy statements and reports to governmental agencies, and taxes, if any.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The Sub-Adviser</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Guggenheim Partners Investment Management, LLC,
a wholly-owned subsidiary of Guggenheim Partners, acts as the Fund&rsquo;s Sub-Adviser pursuant to a sub-advisory agreement among the
Fund, the Investment Adviser and the Sub-Adviser (the &ldquo;Sub-Advisory Agreement&rdquo;). The Sub-Adviser is a Delaware limited liability
company, with its principal offices located at 100 Wilshire Boulevard, Santa Monica, California 90401.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Pursuant to the Sub-Advisory Agreement, the Sub-Adviser,
under the supervision of the Fund&rsquo;s Board of Trustees, is responsible for the management of the Fund&rsquo;s portfolio of securities
and provides certain facilities and personnel related to such management. As compensation for the Sub-Adviser&rsquo;s services, the Investment
Adviser pays the Sub-Adviser a fee, payable monthly in arrears at an annual rate equal to 0.50% of the Fund&rsquo;s average daily Managed
Assets, less 0.50% of the Fund&rsquo;s average daily assets attributable to any investments by the Fund in Affiliated Investment Funds.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">A discussion regarding the basis for the most
recent approval of the Sub-Advisory Agreement by the Board of Trustees is available in the Fund&rsquo;s annual report to shareholders
for the period ending May 31, 2021.</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Portfolio Management</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Sub-Adviser&rsquo;s investment process is
a collaborative effort between various groups including: (i) economic research, which focus on key economic themes and trends, regional
and country-specific analysis, and assessments of event-risk and policy impacts on asset prices, (ii) the Portfolio Construction Group,
which utilize proprietary portfolio construction and risk modeling tools to determine allocation of assets among a variety of sectors,
(iii) its Sector Specialists, who are responsible for identifying investment opportunities in particular securities within these sectors,
including the structuring of certain securities directly with the issuers or with investment banks and dealers involved in the origination
of such securities, and (iv) portfolio managers, who determine which securities best fit the Fund based on the Fund&rsquo;s investment
objective and top-down sector allocations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Sub-Adviser&rsquo;s personnel are primarily
responsible for the day-to-day management of the Fund&rsquo;s portfolio are:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>B. Scott Minerd, Chairman, Global Chief Investment
Officer, Managing Partner and Portfolio Manager of the Sub-Adviser</I>. Mr. Minerd joined Guggenheim Partners (or its affiliate or predecessor)
in May 1998. Mr. Minerd leads Guggenheim Partners&rsquo; research on global macroeconomics and guides the firm&rsquo;s investment strategies.
Previously, Mr. Minerd was a Managing Director with Credit Suisse First Boston in charge of trading and risk management for the Fixed
Income Credit Trading Group. He was responsible for the corporate bond, preferred stock, money markets, U.S. government agency and sovereign
debt, derivatives securities, structured debt and interest rate swaps trading business units. Mr. Minerd is a member of the Federal Reserve
Bank of New York&rsquo;s Investor Advisory Committee on Financial Markets, helping advise the NY Fed President about financial market
developments, risks to the financial system and steps that can be taken to understand and mitigate these risks. He is an advisor to the
Organization for Economic Cooperation and Development (OECD) on long-term investments and is a contributing member of the World Economic
Forum (WEF) and their Global Agenda Council on the Arctic.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Anne B. Walsh, Chief Investment Officer, Fixed
Income, Senior Managing Director and Portfolio Manager of the Sub-Adviser.</I> Ms. Walsh joined Guggenheim Partners (or its affiliate
or predecessor) in 2007 is also the head of the Portfolio Construction Group and Portfolio Management. She oversees more than $185 billion
in fixed-income investments including Agencies, Credit, Municipals, and Structured Securities. She is responsible for portfolio design,
strategy, sector allocation and risk management, as well as conveying Guggenheim Partners&rsquo; macroeconomic outlook to Portfolio Managers
and fixed income Sector Specialists. Ms. Walsh specializes in liability-driven portfolio management. Prior to joining Guggenheim Partners,
she served as Chief Investment Officer at Reinsurance Group of America, and also held roles at Zurich Scudder Investments, Lincoln Investment
Management and American Bankers Insurance Group. She has earned the right to use the Chartered Financial Analyst&reg; designation and
is a member of the CFA Institute.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Steven H. Brown, Senior Managing Director
and Portfolio Manager of the Sub-Adviser</I>. Mr. Brown joined Guggenheim Partners (or its affiliate or predecessor) in 2010 and is a
Portfolio Manager for Guggenheim Partners&rsquo; Active Fixed Income and Total Return mandates. He works with the Chief Investment Officers
and other members of the Portfolio Management team to develop and execute portfolio strategy. Additionally, he works closely with the
Sector Teams and Portfolio Construction Group. Prior to joining Portfolio Management in 2012, Brown worked in Guggenheim Partners&rsquo;
Asset Backed Securities group. His responsibilities on that team included trading and evaluating investment opportunities and monitoring
credit performance. Prior to joining Guggenheim Partners in 2010, Mr. Brown held roles within structured products at ABN AMRO and Bank
of America in Chicago and London. Mr. Brown earned a BS in Finance from Indiana University&rsquo;s Kelley School of Business. He has earned
the right to use the Chartered Financial Analyst&reg; designation and is a member of the CFA Institute.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Adam J. Bloch, Managing Director and Portfolio
Manager of the Sub-Adviser</I>. Mr. Bloch joined Guggenheim Partners in 2012 and is a Portfolio Manager for the firm&rsquo;s Active Fixed
Income and Total Return mandates. Mr. Bloch works with the Chief Investment Officers and other Portfolio Managers to develop portfolio
strategy that is in line with the firm&rsquo;s views. He oversees strategy implementation, working with research analysts and traders
to generate trade ideas, hedge portfolios, and manage day-to-day risk. Prior to joining Guggenheim Partners, he worked in Leveraged Finance
at Bank of America Merrill Lynch in New York where he structured high-yield bonds and leveraged loans for leveraged buyouts, restructurings,
and corporate refinancings across multiple industries. Mr. Bloch graduated from the University of Pennsylvania.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The SAI provides additional information about
the portfolio managers&rsquo; compensation, other accounts managed by the portfolio managers and the portfolio managers&rsquo; ownership
of securities of the Fund.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Net Asset Value</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The NAV of the Common Shares is calculated by
subtracting the Fund&rsquo;s total liabilities (including from Borrowings) and the liquidation preference of any outstanding Preferred
Shares from total assets (the market value of the securities the Fund holds plus cash and other assets). The per share NAV is calculated
by dividing its NAV by the number of Common Shares outstanding and rounding the result to the nearest full cent. The Fund generally calculates
its NAV once each day on which there is a regular trading session on the New York Stock Exchange (&ldquo;NYSE&rdquo;) as of the scheduled
close of normal trading on the &ldquo;NYSE&rdquo; (normally 4:00 p.m., Eastern time). The NYSE is open Monday through Friday, except on
observation of the following holidays: New Year&rsquo;s Day, Martin Luther King, Jr. Day, President&rsquo;s Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If the NYSE has an earlier closing time (scheduled or unscheduled),
such as on days in advance of holidays generally observed by the NYSE, the Fund may calculate its NAV as of the earlier closing time or
calculate its NAV as of the normally scheduled close of regular trading on the NYSE for that day, so long as the Sub-Adviser believes
there generally remains an adequate market to obtain reliable and accurate market quotations. The Fund generally does not calculate its
NAV on any day that the NYSE is not open for business. However, if the NYSE is closed for any other reason on a day it would normally
be open for business, the Fund may calculate its NAV as of the normally scheduled close of regular trading on the NYSE for that day, so
long as the Sub-Adviser believes there generally remains an adequate market to obtain reliable and accurate market quotations. The Fund
discloses its NAV on a daily basis. Information that becomes known to the Fund or its agent after the Fund&rsquo;s NAV has been calculated
on a particular day will not be used to retroactively adjust the price of a security or the Fund&rsquo;s previously determined NAV.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Board of Trustees has adopted policies and
procedures for the valuation of the Fund&rsquo;s investments (the &ldquo;Valuation Procedures&rdquo;). Pursuant to the Valuation Procedures,
the Board has delegated to a valuation committee, consisting of representatives from investment management, fund administration, legal
and compliance departments (the &ldquo;Valuation Committee&rdquo;), the day-to-day responsibility for implementing the Valuation Procedures,
including, under most circumstances, the responsibility for determining the fair value of the Fund&rsquo;s securities and/or other assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In general, portfolio securities and assets of
the Fund will be valued on the basis of readily available market quotations at their current market value. With respect to portfolio securities
and assets of the Fund for which market quotations are not readily available, or are deemed not reliable, the Fund will fair value those
securities and assets in good faith using methods approved by the Board of Trustees. The Valuation Procedures permit the Fund to use a
variety of valuation methodologies in connection with valuing the Fund&rsquo;s investments. The methodology used for a specific type of
investment may vary based on the market data available or other considerations. As a general matter, valuing securities and assets accurately
is difficult and can be based on inputs and assumptions which may not always be correct.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Valuations of the Fund&rsquo;s securities and
other assets are supplied primarily by independent third party pricing services appointed pursuant to the processes set forth in the Valuation
Procedures. The Fund&rsquo;s officers, through the Valuation Committee and consistent with the monitoring and review responsibilities
set forth in the Valuation Procedures, regularly review procedures used and valuations provided by the pricing services. Valuations provided
by pricing services are generally based on methods that the Valuation Committee believes are reasonably designed to approximate the amount
that the Fund would receive upon the sale of the portfolio security or asset. When providing valuations to the Fund, pricing services
use various inputs, methods, models and assumptions, which may include information provided by broker-dealers and other market makers.
Pricing services face the same challenges as the Fund in valuing securities and assets and may rely on limited available information.
If the pricing service cannot or does not provide a valuation for a particular investment, or such valuation is deemed unreliable, such
investment is fair valued.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Quotes from broker-dealers (<I>i.e</I>., prices
provided by a broker-dealer or other market participant, which may or may not be committed to trade at that price), adjusted for fluctuations
in criteria such as credit spreads and interest rates, may also be used to value the Fund&rsquo;s securities and assets. Quotes from broker-dealers
vary in terms of depth (<I>e.g</I>., provided by a single broker-dealer) and frequency (<I>e.g</I>., provided on a daily, weekly, or monthly
basis, or any other regular or irregular interval). Although quotes from broker-dealers are typically received from established market
participants, the Fund may not have the transparency to view the underlying inputs which support such quotes. Significant changes in a
quote from a broker-dealer would generally result in significant changes in the fair value of the security.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">U.S. Government securities are valued by pricing
services, the last traded fill price, or at the reported bid price at the close of business.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Debt securities with a maturity of greater than
60 days at acquisition are valued at prices that reflect broker-dealer supplied valuations or are obtained from independent pricing services,
which may consider the trade activity, treasury spreads, yields or price of bonds of comparable quality, coupon, maturity, and type, as
well as prices quoted by dealers who make markets in such securities. Short-term debt securities with a maturity of 60 days or less at
acquisition are valued at amortized cost, provided such amount approximates market value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">CLOs, CDOs, MBS, ABS, and other structured finance
securities are generally valued using a pricing service.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Repurchase agreements are generally valued at
amortized cost, provided such amounts approximate market value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Equity securities listed or traded on a recognized
U.S. securities exchange or the National Association of Securities Dealers Automated Quotations (&ldquo;NASDAQ&rdquo;) National Market
System shall generally be valued on the basis of the last sale price on the primary U.S. exchange or market on which the security is listed
or traded; provided, however, that securities listed on NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily
represent the last sale price. If there is no sale on the valuation date, exchange-traded U.S. equity securities will be valued on the
basis of the last bid price.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Open-end investment companies are valued at their
NAV as of the close of business, on the valuation date. Exchange-traded funds and closed-end investment companies are valued at the last
quoted sale price.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"></P>

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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund values exchange-traded options and other
exchange-traded derivative contracts at the mean of the bid and ask prices on the principal exchange on which they are traded. OTC options
are valued using a price provided by a pricing service.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Forward foreign currency exchange contracts are
valued daily based on the applicable exchange rate of the underlying security.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The value of an interest rate swap agreement
entered into by the Fund is determined using the prior day&rsquo;s Chicago Mercantile Exchange closing price, adjusted for the current
day's spreads. The values of other swap agreements entered into by the Fund are accounted for using the unrealized appreciation or depreciation
on the agreements that are determined by marking the agreements to the last quoted value of the index or other underlying positions that
the swaps pertain to at the close of the New York Stock Exchange (&ldquo;NYSE&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Typically, loans are valued using information
provided by pricing services that use broker quotes, among other inputs. If the pricing service cannot or does not provide a valuation
for a particular loan, or such valuation is deemed unreliable, such investment is valued based on a quote from a broker-dealer or is fair
valued by the Valuation Committee. The Fund may invest in loans or asset-backed securities as part of its investment strategies which
may have a significant amount of these instruments that are fair valued.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s securities that are traded primarily
in foreign markets may be traded in such markets on days that the NYSE is closed. Generally, trading in foreign securities markets is
substantially completed each day at various times prior to the close of the NYSE. The values of foreign securities are determined as of
the close of such foreign markets or the close of the NYSE, if earlier. All investments quoted in foreign currencies are valued in U.S.
dollars on the basis of the foreign currency exchange rates prevailing at the close of U.S. business at 4:00 p.m. As a result, the NAV
of the Fund may be significantly affected on days when Common Shareholders have no ability to trade the Common Shares on the NYSE. Investments
in foreign securities may involve risks not present in domestic investments. The Valuation Committee will determine the current value
of such foreign securities by taking into consideration certain factors which may include those discussed above, as well as the following
factors, among others: the value of the securities traded on other foreign markets, ADR trading, closed-end fund trading, foreign currency
exchange activity, and the trading prices of financial products that are tied to foreign securities. In addition, under the Valuation
Procedures, the Valuation Committee and the Sub-Adviser are authorized to use prices and other information supplied by a third party pricing
vendor in valuing foreign securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Investments for which market quotations are not
readily available are fair valued as determined in good faith by the Sub-Adviser, subject to review and approval by the Valuation Committee,
pursuant to methods established or ratified by the Board. The Valuation Committee convenes regularly to review the valuation of all portfolio
securities and assets which have been fair valued for reasonableness. Valuations in accordance with these methods are intended to reflect
each security&rsquo;s (or asset&rsquo;s or liability&rsquo;s) &ldquo;fair value.&rdquo; Each such determination is based on a consideration
of all relevant factors, which are likely to vary from one pricing context to another. Examples of such factors may include, but are not
limited to market prices; sale prices; broker quotes; and models which derive prices based on inputs such as prices of securities with
comparable maturities and characteristics, or based on inputs such as anticipated cash flows or collateral, spread over U.S. Treasury
securities, and other information analysis. The Fund values derivatives transactions in accordance with the Valuation Procedures. In connection
with futures contracts and other derivative investments, such factors may include obtaining information as to how (a) these contracts
and other derivative investments trade in the futures or other derivative markets, respectively, and (b) the securities underlying these
contracts and other derivative investments trade in the cash market. Accrued payments to the Fund under such transactions will be assets
of the Fund and accrued payments by the Fund will be liabilities of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may also fair value securities and assets
when a significant event is deemed to have occurred after the time of a market quotation including for securities and assets traded on
foreign markets and securities and assets for which market quotations are provided by pricing services as of a time that is prior to the
time when the Fund determine its NAV. There can be no assurance in each case that significant events will be identified.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Proportions of the Fund&rsquo;s investments that
are fair valued vary from time to time and the Fund may fair value a significant amount of its portfolio securities and assets. The Fund&rsquo;s
shareholder report contain more information about the Fund&rsquo;s holdings that are fair valued. Investors should consult these reports
for additional information.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Fair value represents a good faith approximation
of the value of a security. Fair value determinations may be based on limited inputs and involve the consideration of a number of subjective
factors, an analysis of applicable facts and circumstances, and the exercise of judgment. As a result, it is possible that the fair value
for a security determined in good faith in accordance with the Fund&rsquo;s valuation procedures may differ from valuations for the same
security determined by other funds using their own valuation procedures. Although the Fund&rsquo;s valuation procedures are designed to
value a portfolio security or asset at the price the Fund may reasonably expect to receive upon its sale in an orderly transaction, there
can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Fund would receive upon
the sale of the portfolio security or asset or the price at which the portfolio security or asset would trade if a reliable market quotation
were readily available.</P>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Distributions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund intends to pay substantially all of
its net investment income, if any, to Common Shareholders through monthly distributions. In addition, the Fund intends to distribute any
net long-term capital gains to Common Shareholders as long-term capital gain dividends at least annually. The Fund expects that distributions
paid on the Common Shares will consist of (i) investment company taxable income taxed as ordinary income, which includes, among other
things, ordinary income, short-term capital gain and income from certain hedging and interest rate transactions, (ii) qualified dividend
income and (iii) long-term capital gain (gain from the sale of a capital asset held longer than one year). Distributions may be paid by
the Fund from any permitted source and, from time to time, all or a portion of a distribution may be a return of capital. To the extent
the Fund receives dividends with respect to its investments in Common Equity Securities that consist of qualified dividend income (income
from domestic and certain foreign corporations), a portion of the Fund&rsquo;s distributions to its Common Shareholders may consist of
qualified dividend income. Qualified dividend income and long-term capital gains of certain non-corporate U.S. Common Shareholders (including
individuals) will be taxable at reduced maximum rates. The Fund cannot assure you, however, as to what percentage of the dividends paid
on the Common Shares, if any, will consist of qualified dividend income or long-term capital gains.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Pursuant to the requirements of the 1940 Act,
in the event the Fund makes distributions from sources other than income, a notice will accompany each monthly distribution with respect
to the estimated source of the distribution made. Such notices will describe the portion, if any, of the monthly dividend which, in the
Fund&rsquo;s good faith judgment, constitutes long-term capital gain, short-term capital gain, investment company taxable income or a
return of capital. The actual character of such dividend distributions for U.S. federal income tax purposes, however, will only be determined
finally by the Fund at the close of its fiscal year, based on the Fund&rsquo;s full year performance and its actual net investment company
taxable income and net capital gains for the year, which may result in a recharacterization of amounts distributed during such fiscal
year from the characterization in the monthly estimates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund expects that over time it will distribute
all of its investment company taxable income. The investment company taxable income of the Fund will consist of all dividend and interest
income accrued on portfolio assets, short-term capital gain and income from certain hedging and interest rate transactions, less all expenses
of the Fund. Expenses of the Fund will be accrued each day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To permit the Fund to maintain more stable monthly
distributions, the Fund may distribute more or less than the entire amount of the net investment income earned in a particular period.
As a result, the distributions paid by the Fund for any particular monthly period may be more or less than the amount of net investment
income actually earned by the Fund during the period, and the Fund may have to sell a portion of its investment portfolio to make a distribution
at a time when independent investment judgment might not dictate such action. Any undistributed net investment income may be available
to supplement future distributions. Undistributed net investment income is included in the Common Shares&rsquo; net asset value, and,
correspondingly, distributions from net investment income will reduce the Common Shares&rsquo; net asset value. In certain circumstances,
the Fund may elect to</P>


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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">retain income or capital gain and pay income or excise tax on such
undistributed amount, to the extent that the Board of Trustees, in consultation with Fund management, determines it to be in the best
interest of shareholders to do so.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Alternatively, the distributions paid by the
Fund for any particular month may be more than the amount of net investment income from that monthly period. As a result, all or a portion
of a distribution may be a return of capital. If the Fund&rsquo;s total distributions in any year exceed the amount of its investment
company taxable income and net capital gain for the year, any such excess would generally be characterized as a return of capital for
U.S. federal income tax purposes, to the extent such amounts exceed the Fund&rsquo;s current and accumulated earnings and profits. The
amount by which the Fund&rsquo;s total distributions exceed investment company taxable income and net capital gain would generally be
treated as a return of capital up to the amount of the Common Shareholder&rsquo;s tax basis in their Common Shares, which would reduce
such tax basis, with any amounts exceeding such basis treated as a gain from the sale of their Common Shares. Consequently, although a
return of capital may not be taxable, it will generally increase the Common Shareholder&rsquo;s potential gain, or reduce the Common Shareholder&rsquo;s
potential loss, on any subsequent sale or other disposition of Common Shares. A return of capital distribution is in effect a partial
return of the amount a Common Shareholder invested in the Fund. Shareholders who periodically receive the payment of a distribution consisting
of a return of capital may be under the impression that they are receiving net income or profits when they are not. Shareholders should
not assume that the source of a distribution from the Fund is net income or profit.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">If you hold your Common Shares in your own name
or if you hold your Common Shares with a brokerage firm that participates in the Fund&rsquo;s Dividend Reinvestment Plan (the &ldquo;Plan&rdquo;),
unless you elect to receive cash, all dividends and distributions that are declared by the Fund will be automatically reinvested in additional
Common Shares of the Fund pursuant to the Plan. If you hold your Common Shares with a brokerage firm that does not participate in the
Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described
above. Consult your financial adviser for more information. See &ldquo;Dividend Reinvestment Plan.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Dividend Reinvestment
Plan</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Under the Fund&rsquo;s Dividend Reinvestment
Plan, a shareholder whose Common Shares are registered in his or her own name will have all distributions reinvested automatically by
Computershare Trust Company, N.A., which is agent under the Plan (the &ldquo;Plan Agent&rdquo;), unless the shareholder elects to receive
cash. Distributions with respect to Common Shares registered in the name of a broker-dealer or other nominee (that is, in &ldquo;street
name&rdquo;) will be reinvested by the broker or nominee in additional Common Shares under the Plan, unless the service is not provided
by the broker or nominee or the shareholder elects to receive distributions in cash. Investors who own Common Shares registered in street
name should consult their broker-dealers for details regarding reinvestment. All distributions to investors who do not participate in
the Plan will be paid by check mailed directly to the record holder by Computershare Inc. as dividend disbursing agent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Under the Plan, whenever the market price of
the Common Shares is equal to or exceeds net asset value at the time Common Shares are valued for purposes of determining the number of
Common Shares equivalent to the cash dividend or capital gains distribution, participants in the Plan are issued new Common Shares from
the Fund, valued at the greater of (i) the net asset value as most recently determined or (ii) 95% of the then-current market price of
the Common Shares. The valuation date is the dividend or distribution payment date or, if that date is not a NYSE trading day, the next
preceding trading day. If the net asset value of the Common Shares at the time of valuation exceeds the market price of the Common Shares,
the Plan Agent will buy the Common Shares for such Plan in the open market, on the NYSE or elsewhere, for the participants&rsquo; accounts,
except that the Plan Agent will endeavor to terminate purchases in the open market and cause the Fund to issue Common Shares at the greater
of net asset value or 95% of market value if, following the commencement of such purchases, the market value of the Common Shares exceeds
net asset value. If the Fund should declare a distribution or capital gains distribution payable only in cash, the Plan Agent will buy
the Common Shares for such Plan in the open market, on the NYSE or elsewhere, for the participants&rsquo; accounts. There is no charge
from the Fund for reinvestment of dividends or distributions in Common Shares pursuant to the Plan; however, all participants will pay
a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open-market purchases.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Plan Agent maintains all shareholder accounts
in the Plan and furnishes written confirmations of all transactions in the account, including information needed by shareholders for personal
and tax records. Common Shares in the account of each Plan participant will be held by the Plan Agent in noncertificated form in the name
of the participant.</P>


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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In the case of shareholders such as banks, brokers
or nominees, which hold Common Shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of
the number of Common Shares certified from time to time by the shareholder as representing the total amount registered in the shareholder&rsquo;s
name and held for the account of beneficial owners who participate in the Plan.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The automatic reinvestment of dividends and other
distributions will not relieve participants of an income tax that may be payable or required to be withheld on such dividends or distributions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Experience under the Plan may indicate that changes
are desirable. Accordingly, the Fund reserves the right to amend or terminate its Plan as applied to any voluntary cash payments made
and any dividend or distribution paid subsequent to written notice of the change sent to the members of such Plan at least 90 days before
the record date for such dividend or distribution. The Plan also may be amended or terminated by the Plan Agent on at least 90 days written
notice to the participants in such Plan. All correspondence concerning the Plan should be directed to Computershare Trust Company N.A.,
P.O. Box 30170, College Station, TX 77842-3170, Attention: Shareholder Services Department. Participants may also contact Computershare
Trust Company, N.A. online at www.computershare.com/investor or by telephone at: (866) 488-3559.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Description of
Capital Structure</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following is a brief description of the terms
of the Common Shares, Borrowings and Preferred Shares which may be issued by the Fund. This description does not purport to be complete
and is qualified by reference to the Fund&rsquo;s Governing Documents.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Common Shares</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is an unincorporated statutory
trust organized under the laws of Delaware pursuant to a Certificate of Trust, dated as of November 13, 2006. Pursuant to the
Fund&rsquo;s Agreement and Declaration of Trust, dated as of November 13, 2006, and as amended and restated through the date hereof,
the Fund is authorized to issue an unlimited number of common shares of beneficial interest, par value $0.01 per share. Each Common
Share, when issued and paid for in accordance with the terms of this offering, will be fully paid and non-assessable, except that
the Board of Trustees shall have the power to cause shareholders to pay expenses of the Fund by setting off charges due from
shareholders from declared but unpaid dividends or distributions owed the shareholders and/or by reducing the number of Common
Shares owned by each respective shareholder. All Common Shares are equal as to dividends, assets and voting privileges and have no
conversion, preemptive or other subscription rights. The Fund will send annual and semi-annual reports, including financial
statements, to all holders of its shares, as required by applicable law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Listing and Symbol. </I>The Fund&rsquo;s Common
Shares are listed on the NYSE under the symbol &ldquo;GOF.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Voting Rights. </I>Until any Preferred Shares
are issued, holders of the Common Shares will vote as a single class to elect the Fund&rsquo;s Board of Trustees and on additional matters
with respect to which the 1940 Act mandates a vote by the Fund&rsquo;s shareholders. If Preferred Shares are issued, holders of Preferred
Shares will have a right to elect two of the Fund&rsquo;s Trustees, and will have certain other voting rights. See &ldquo;Anti-Takeover
Provisions in the Fund&rsquo;s Governing Documents.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Issuance of Additional Common Shares. </I>The
provisions of the 1940 Act generally require that the public offering price (less underwriting commissions and discounts) of common
shares sold by a closed-end investment company must equal or exceed the net asset value of such company&rsquo;s common shares
(calculated within 48 hours of the pricing of such offering), unless such sale is made with the consent of a majority of its common
shareholders and under certain other enumerated circumstances. The Fund may, from time to time, seek the consent of Common
Shareholders to permit the issuance and sale by the Fund of Common Shares at a price below the Fund&rsquo;s then-current net asset
value, subject to certain conditions. If such consent is obtained, the Fund may, contemporaneous with and in no event more than one
year following the receipt of such consent, sell Common Shares at a price below net asset value in accordance with any conditions
adopted in connection with the giving of such consent. Additional information regarding any consent of Common Shareholders obtained
by the Fund and the applicable conditions imposed on the issuance and sale by the Fund of Common Shares at a price below net asset
value will be disclosed in the Prospectus Supplement relating to any such offering of Common Shares at a price below net asset
value. Until such consent of Common Shareholders, if any, is obtained, the Fund may not sell Common Shares at a price below net
asset value. Because the Fund&rsquo;s advisory fee and sub-advisory fee are based upon average Managed Assets, the Investment
Adviser&rsquo;s and the Sub-Adviser&rsquo;s interests in recommending the issuance and sale of Common Shares at a price below net
asset value may conflict with the interests of the Fund and its Common Shareholders.</P>


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    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Borrowings</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is permitted, without prior approval
of the Common Shareholders, to borrow money. The Fund may issue notes or other evidence of indebtedness (including bank borrowings or
commercial paper) and may secure any such Borrowings by mortgaging, pledging or otherwise subjecting the Fund&rsquo;s assets as security.
In connection with such Borrowings, the Fund may be required to maintain minimum average balances with the lender or to pay a commitment
or other fee to maintain a line of credit. Any such requirements will increase the cost of borrowing over the stated interest rate.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Limitations. </I>Borrowings by the Fund are
subject to certain limitations under the 1940 Act, including the amount of asset coverage required. In addition, agreements related to
the Borrowings may also impose certain requirements, which may be more stringent than those imposed by the 1940 Act. See &ldquo;Use of
Financial Leverage&rdquo; and &ldquo;Risks&mdash;Financial Leverage and Leveraged Transactions Risk.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Distribution Preference. </I>The rights of
lenders to the Fund to receive interest on, and repayment of, principal of any such Borrowings will be senior to those of the Common Shareholders,
and the terms of any such Borrowings may contain provisions which limit certain activities of the Fund, including the payment of dividends
to Common Shareholders in certain circumstances.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Voting Rights. </I>The 1940 Act does (in certain
circumstances) grant to the lenders to the Fund certain voting rights in the event of default in the payment of interest on, or repayment
of, principal. Any Borrowings will likely be ranked senior or equal to all other existing and future borrowings of the Fund.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Preferred Shares</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s Governing Documents provide
that the Board of Trustees may authorize and issue preferred shares with rights as determined by the Board of Trustees, by action of
the Board of Trustees without prior approval of the holders of the Common Shares. Common Shareholders have no preemptive right to purchase
any preferred shares that might be issued. Under the 1940 Act, the Fund may not issue Preferred Shares if, immediately after issuance,
the Fund would have asset coverage (as defined in the 1940 Act) of less than 200%, calculated as the ratio of the Fund&rsquo;s total
assets (less all liabilities and indebtedness not represented by senior securities) over the aggregate amount of the Fund&rsquo;s outstanding
senior securities representing indebtedness plus the aggregate liquidation preference of any outstanding shares of preferred stock. In
addition, the Fund generally is not permitted to declare any cash dividend or other distribution on the Fund&rsquo;s Common Shares, or
purchase any such Common Shares, unless, at the time of such declaration, the Fund would have asset coverage (as described above) of
at least 200% after deducting the amount of such dividend or other distribution. The 1940 Act grants to the holders of senior securities
representing stock issued by the Fund certain voting rights. Failure to maintain certain asset coverage requirements under the 1940 Act
could entitle the holders of Preferred Shares to elect a majority of the Board. If the Fund issues and has preferred shares outstanding,
the Common Shareholders will generally not be entitled to receive any distributions from the Fund unless all accrued dividends on preferred
shares have been paid. Issuance of preferred shares would constitute financial leverage and would entail special risks to the Common
Shareholders. The Fund has no present intention to issue preferred shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Capitalization</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following table provides information about
the outstanding securities of the Fund as of May 31, 2021:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 37%; padding-right: 5.75pt; padding-left: 5.75pt"><B>Title of Class</B></TD>
    <TD STYLE="width: 19%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Amount</B><BR>
<B>Authorized</B></TD>
    <TD STYLE="width: 24%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Amount Held by the<BR>
Fund or for its Account</B></TD>
    <TD STYLE="width: 20%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>Amount Outstanding</B></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt">Common shares of beneficial interest, par value $0.01 per share</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">Unlimited</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">&mdash;</TD>
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">51,503,912</TD></TR>
  </TABLE>
<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-transform: uppercase; text-align: center">Anti-Takeover and
Other Provisions in the Fund&rsquo;s Governing Documents</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund presently has provisions in its Governing
Documents which could have the effect of limiting, in each case, (i) the ability of other entities or persons to acquire control of the
Fund, (ii) the Fund&rsquo;s freedom to engage in certain transactions or (iii) the ability of the Fund&rsquo;s Trustees or shareholders
to amend the Governing Documents or effectuate changes in the Fund&rsquo;s management. These provisions of the Governing Documents of
the Fund may be regarded as &ldquo;anti-takeover&rdquo; provisions. The Board of Trustees is divided into two classes, with the terms
of one class expiring at each annual meeting of shareholders. At each annual meeting, one class of Trustees is elected to a two-year term.
This provision could delay for up to one year the replacement of a majority of the Board of Trustees. A Trustee may be removed from office
by the action of a majority of the remaining Trustees followed by a vote of the holders of at least 75% of the shares then entitled to
vote for the election of the respective Trustee.</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition, the Fund&rsquo;s Agreement and Declaration
of Trust requires the favorable vote of a majority of the Fund&rsquo;s Board of Trustees followed by the favorable vote of the holders
of at least 75% of the outstanding shares of each affected class or series of the Fund, voting separately as a class or series, to approve,
adopt or authorize certain transactions with 5% or greater holders of a class or series of shares and their associates, unless the transaction
has been approved by at least 80% of the Trustees, in which case &ldquo;a majority of the outstanding voting securities&rdquo; (as defined
in the 1940 Act) of the Fund shall be required. For purposes of these provisions, a 5% or greater holder of a class or series of shares
(a &ldquo;Principal Shareholder&rdquo;) refers to any person who, whether directly or indirectly and whether alone or together with its
affiliates and associates, beneficially owns 5% or more of the outstanding shares of any class or series of shares of beneficial interest
of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The 5% holder transactions subject to these special
approval requirements are:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the merger or consolidation of the Fund or any subsidiary of the Fund with or into any Principal Shareholder;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the issuance of any securities of the Fund to any Principal Shareholder for cash (other than pursuant of any automatic dividend reinvestment
plan);</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the sale, lease or exchange of all or any substantial part of the assets of the Fund to any Principal Shareholder, except assets having
an aggregate fair market value of less than $1,000,000, aggregating for the purpose of such computation all assets sold, leased or exchanged
in any series of similar transactions within a twelve-month period; or</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the sale, lease or exchange to the Fund or any subsidiary of the Fund, in exchange for securities of the Fund, of any assets of any
Principal Shareholder, except assets having an aggregate fair market value of less than $1,000,000, aggregating for purposes of such computation
all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in">To convert the Fund to an open-end investment company,
the Fund&rsquo;s Agreement and Declaration of Trust requires the favorable vote of a majority of the Board of the Trustees followed by
the favorable vote of the holders of at least 75% of the outstanding shares of each affected class or series of shares of the Fund, voting
separately as a class or series, unless such amendment has been approved by at least 80% of the Trustees, in which case &ldquo;a majority
of the outstanding voting securities&rdquo; (as defined in the 1940 Act) of the Fund shall be required. The foregoing vote would satisfy
a separate requirement in the 1940 Act that any conversion of the Fund to an open-end investment company be approved by the shareholders.
If approved in the foregoing manner, conversion of the Fund to an open-end investment company could not occur until 90 days after the
shareholders&rsquo; meeting at which such conversion was approved and would also require at least 30 days&rsquo; prior notice to all shareholders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To liquidate the Fund, the Fund&rsquo;s Agreement
and Declaration of Trust requires the favorable vote of a majority of the Board of Trustees followed by the favorable vote of the holders
of at least 75% of the outstanding shares of each affected class or series of the Fund, voting separately as a class or series, unless
such liquidation has been approved by at least 80% of Trustees, in which case &ldquo;a majority of the outstanding voting securities&rdquo;
(as defined in the 1940 Act) of the Fund shall be required.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">For the purposes of calculating &ldquo;a majority
of the outstanding voting securities&rdquo; under the Fund&rsquo;s Agreement and Declaration of Trust, each class and series of the Fund
shall vote together as a single class, except to the extent required by the 1940 Act or the Fund&rsquo;s Agreement and Declaration of
Trust with respect to any class or series of shares. If a separate vote is required, the applicable proportion of shares of the class
or series, voting as a separate class or series, also will be required.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Board of Trustees has determined that provisions
with respect to the Board of Trustees and the shareholder voting requirements described above, which voting requirements are greater than
the minimum requirements under Delaware law or the 1940 Act, are in the best interest of shareholders generally. Reference should be made
to the Fund&rsquo;s Agreement and Declaration of Trust on file with the SEC for the full text of these provisions. See &ldquo;Additional
Information.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Closed-End Fund
Structure</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Closed-end funds differ from open-end management
investment companies (commonly referred to as mutual funds) in that closed-end funds generally list their shares for trading on a securities
exchange and do not redeem their shares at the option of the shareholder. By comparison, mutual funds issue securities redeemable at net
asset value at the option of the shareholder and typically engage in a continuous offering of their shares. Mutual</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">funds are subject to continuous asset in-flows and out-flows that
can complicate portfolio management, whereas closed-end funds generally can stay more fully invested in securities consistent with the
closed-end fund&rsquo;s investment objective and policies. In addition, in comparison to open-end funds, closed-end funds have greater
flexibility in their ability to make certain types of investments, including investments in illiquid securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">However, shares of closed-end investment companies
listed for trading on a securities exchange frequently trade at a discount from net asset value, but in some cases trade at a premium.
The market price may be affected by trading volume of the shares, general market and economic conditions and other factors beyond the
control of the closed-end fund. The foregoing factors may result in the market price of the Common Shares being greater than, less than
or equal to net asset value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund reserves the right to merge or reorganize
with another fund, liquidate or convert into an open-end fund, in each case subject to applicable approvals by shareholders and the Fund&rsquo;s
Board as required by law and the Fund&rsquo;s governing documents. The Board of Trustees has reviewed the structure of the Fund in light
of its investment objective and policies and has determined that the closed-end structure is in the best interests of the shareholders.
Investors should assume that it is unlikely that the Board would vote to convert the Fund to an open-end investment company.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Repurchase of
Common Shares; Conversion to Open-End Fund</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Repurchase of Common Shares</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Board of Trustees will review periodically
the trading range and activity of the Fund&rsquo;s shares with respect to its net asset value and the Board may take certain actions to
seek to reduce or eliminate any such discount. Such actions may include open market repurchases or tender offers for the Common Shares
at net asset value. There can be no assurance that the Board will decide to undertake any of these actions or that, if undertaken, such
actions would result in the Common Shares trading at a price equal to or close to net asset value per Common Share.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Conversion to Open-End Fund</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To convert the Fund to an open-end investment
company, the Declaration of Trust requires the favorable vote of a majority of the Board of Trustees followed by the favorable vote of
the holders of at least 75% of the outstanding shares of each affected class or series of shares of the Fund, voting separately as a class
or series, unless such amendment has been approved by at least 80% of the Trustees, in which case &ldquo;a majority of the outstanding
voting securities&rdquo; (as defined in the 1940 Act) of the Fund shall be required. The foregoing vote would satisfy a separate requirement
in the 1940 Act that any conversion of the Fund to an open-end investment company be approved by the shareholders. If approved in the
foregoing manner, conversion of the Fund to an open-end investment company could not occur until 90 days after the shareholders&rsquo;
meeting at which such conversion was approved and would also require at least 30 days&rsquo; prior notice to all shareholders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In the event of conversion, the Common Shares
would cease to be listed on the NYSE or other national securities exchange or market system. The Board of Trustees believes, however,
that the closed-end structure is desirable, given the Fund&rsquo;s investment objectives and policies. Investors should assume, therefore,
that it is unlikely that the Board of Trustees would vote to convert the Fund to an open-end investment company. Shareholders of an open-end
investment company may require the company to redeem their shares at any time (except in certain circumstances as authorized by or under
the 1940 Act) at their net asset value, less such redemption charge, if any, as might be in effect at the time of a redemption. The Fund
would expect to pay all such redemption requests in cash, but intends to reserve the right to pay redemption requests in a combination
of cash or securities. If such partial payment in securities were made, investors may incur brokerage costs in converting such securities
to cash. If the Fund were converted to an open-end fund, it is likely that new Common Shares would be sold at net asset value plus a sales
load.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">U.S. Federal
Income Tax Considerations</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><FONT STYLE="background-color: white">The following
discussion is a brief summary of certain U.S. federal income tax considerations affecting the Fund and the ownership and disposition of
the Fund&rsquo;s Common Shares. A more complete discussion of the tax rules applicable to the Fund and its Common Shareholders can be
found in the SAI that is incorporated by reference into this Prospectus. Except as otherwise noted, this discussion assumes you are a
taxable U.S. person and that you hold your Common Shares as capital assets for U.S. federal income tax purposes (generally, assets held
for investments). This discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the &ldquo;Code&rdquo;),
the regulations promulgated thereunder and judicial and administrative authorities, all of which are subject to change</FONT></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">or differing interpretations by the courts or the Internal Revenue
Service (the &ldquo;IRS&rdquo;), possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. federal
tax concerns affecting the Fund and its Common Shareholders (including Common Shareholders subject to special treatment under U.S. federal
income tax law). No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any
of the tax aspects set forth below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><B>The discussion set forth herein does not constitute
tax advice and potential investors are urged to consult their own tax advisers to determine the specific U.S. federal, state, local and
foreign tax consequences to them of investing in the Fund.</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Taxation of the Fund</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund has elected and intends to continue
to be treated and to qualify annually as a regulated investment company (a &ldquo;RIC&rdquo;) under Subchapter M of the Code. Accordingly,
the Fund must, among other things, meet certain income, asset diversification and distribution requirements.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(i)</TD><TD>The Fund must derive in each taxable year at least 90% of its gross income from the following sources: (a) dividends, interest (including
tax-exempt interest), payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities
or foreign currencies, or other income (including gain from options, futures and forward contracts) derived with respect to its business
of investing in such stock, securities or foreign currencies; and (b) interests in &ldquo;qualified publicly traded partnerships&rdquo;
(as defined in the Code). Generally, a qualified publicly traded partnership includes a partnership the interests of which are traded
on an established securities market or readily tradable on a secondary market (or the substantial equivalent thereof).</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(ii)</TD><TD>The Fund must diversify its holdings so that, at the end of each quarter of each taxable year (a) at least 50% of the market value
of the Fund&rsquo;s total assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and other
securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund&rsquo;s
total assets and not more than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the market value of
the Fund&rsquo;s total assets is invested in the securities (other than U.S. government securities and the securities of other RICs) of
(I) any one issuer, (II) any two or more issuers that the Fund controls and that are determined to be engaged in the same business or
similar or related trades or businesses or (III) any one or more &ldquo;qualified publicly traded partnerships&rdquo; (as defined in the
Code).</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.4in">(iii)</TD><TD>The Fund must distribute in each taxable year at least 90% of its investment company taxable income (generally, its ordinary income
and the excess of any net short-term capital gain over net long-term capital loss).</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As long as the Fund qualifies as a RIC, the Fund
generally will not be subject to U.S. federal income tax to the extent that it distributes its investment company taxable income and net
realized capital gains. The Fund intends to distribute substantially all of its investment company taxable income each year. The Fund
will be subject to income tax at regular corporate rates on any taxable income or gains that it does not distribute to its Common Shareholders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will either distribute or retain for
reinvestment all or part of its net capital gain (which consists of the excess of its net long-term capital gain over its net short-term
capital loss). If any such gain is retained, the Fund will be subject to a corporate income tax on such retained amount. In that event,
the Fund expects to designate the retained amount as undistributed capital gain in a notice to its Common Shareholders, each of whom,
if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income for U.S. federal income tax
purposes as long-term capital gain its share of such undistributed amounts, (ii) will be entitled to credit its proportionate share of
the tax paid by the Fund against its U.S. federal income tax liability and to claim refunds to the extent that the credit exceeds such
liability and (iii) will increase its basis in its Common Shares by the amount of undistributed capital gain included in such Common Shareholder&rsquo;s
gross income net of the tax deemed paid by the shareholder under clause (ii).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Code imposes a 4% nondeductible excise tax
on the Fund to the extent the Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income
(not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss
(adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year. In addition, the</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">minimum amounts that must be distributed in any year to avoid the
excise tax will be increased or decreased to reflect any under-distribution or over-distribution, as the case may be, from the previous
year. While the Fund intends to distribute any income and capital gain in the manner necessary to minimize imposition of the 4% nondeductible
excise tax, there can be no assurance that sufficient amounts of the Fund&rsquo;s taxable income and capital gain will be distributed
to entirely avoid the imposition of the excise tax. In that event, the Fund will be liable for the excise tax only on the amount by which
it does not meet the foregoing distribution requirement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain of the Fund&rsquo;s investment practices
are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise
limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gains or &ldquo;qualified dividend income&rdquo;
into higher taxed short-term capital gains or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the
deductibility of which is more limited), (iv) cause the Fund to recognize income or gain without a corresponding receipt of cash, (v)
adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization
of certain complex financial transactions and (vii) produce income that will not be &ldquo;qualified&rdquo; income for purposes of the
90% gross income requirement described above. These U.S. federal income tax provisions could therefore affect the amount, timing and character
of distributions to Common Shareholders. The Fund intends to structure and monitor its transactions and may make certain tax elections
and may be required to dispose of securities to mitigate the effect of these provisions and prevent disqualification of the Fund as a
RIC (which may adversely affect the net after-tax return to the Fund).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">If for any taxable year the Fund does not qualify
as a RIC, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction
for distributions to Common Shareholders, and such distributions will be taxable to the Common Shareholders as ordinary dividends to the
extent of the Fund&rsquo;s current or accumulated earnings and profits. Provided that certain holding period and other requirements are
met, such dividends, however, would generally be eligible (i) to be treated as qualified dividend income in the case of certain non-corporate
U.S. Common Shareholders (including individuals) and (ii) for the dividends-received deduction in the case of U.S. Common Shareholders
taxed as corporations. The Fund could be required to recognize unrealized gains, pay taxes and make distributions (which could be subject
to interest charges) before requalifying for taxation as a RIC.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Taxation of Common Shareholders</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Distributions. </I>Distributions paid to you
by the Fund from its net capital gain, which is the excess of net long-term capital gain over net short-term capital loss, if any, that
the Fund properly reports as capital gains dividends (&ldquo;capital gain dividends&rdquo;) are taxable as long-term capital gains, regardless
of how long you have held your Common Shares. All other dividends paid to you by the Fund (including dividends from short-term capital
gains) from its current or accumulated earnings and profits (&ldquo;ordinary income dividends&rdquo;) are generally subject to tax as
ordinary income.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In the case of corporate shareholders, properly
reported ordinary income dividends paid by the Fund generally will be eligible for the dividends received deduction to the extent that
the Fund&rsquo;s income consists of dividend income from U.S. corporations and certain holding period requirements are satisfied. If you
are a non-corporate shareholder (including a shareholder who is an individual), any such ordinary income dividend that you receive from
the Fund generally will be eligible for taxation at reduced maximum rates to the extent that (i) the ordinary income dividend is attributable
to &ldquo;qualified dividend income&rdquo; (i.e., generally dividends paid by U.S. corporations and certain foreign corporations) received
by the Fund, (ii) the Fund satisfies certain holding period and other requirements with respect to the stock on which such qualified dividend
income was paid and (iii) you satisfy certain holding period and other requirements with respect to your Common Shares. Qualified dividend
income eligible for these special rules is not actually treated as capital gains, however, and thus will not be included in the computation
of your net capital gain and generally cannot be used to offset any capital losses. In general, you may include as qualified dividend
income only that portion of the dividends that may be and are so reported by the Fund as qualified dividend income. Dividend income from
passive foreign investment companies and, in general, dividend income from REITs is not eligible for the reduced rate for qualified dividend
income and is taxed as ordinary income. There can be no assurance as to what portion of the Fund&rsquo;s distributions will qualify for
favorable treatment as qualified dividend income.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Any distributions you receive that are in excess
of the Fund&rsquo;s current and accumulated earnings and profits will be treated as a tax-free return of capital to the extent of your
adjusted tax basis in your Common Shares, and thereafter as capital gain from the sale of Common Shares. The amount of any Fund distribution
that is treated as a</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">tax-free return of capital will reduce your adjusted tax basis in
your Common Shares, thereby increasing your potential gain or reducing your potential loss on any subsequent sale or other disposition
of your Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Dividends and other taxable distributions are
taxable to you even if they are reinvested in additional Common Shares of the Fund. Dividends and other distributions paid by the Fund
are generally treated as received by you at the time the dividend or distribution is made. If, however, the Fund pays you a dividend in
January that was declared in the previous October, November or December and you were the Common Shareholder of record on a specified date
in one of such months, then such dividend will be treated for U.S. federal income tax purposes as being paid by the Fund and received
by you on December 31 of the year in which the dividend was declared.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will send you information after the
end of each year setting forth the amount and tax status of any distributions paid to you by the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Sale of Common Shares. </I>The sale or other
disposition of Common Shares of the Fund will generally result in capital gain or loss to you and will be long-term capital gain or loss
if you have held such Common Shares for more than one year. Any loss upon the sale or other disposition of Common Shares held for six
months or less will be treated as long-term capital loss to the extent of any capital gain dividends received (including amounts credited
as an undistributed capital gain) by you with respect to such Common Shares. Any loss you recognize on a sale or other disposition of
Common Shares will be disallowed if you acquire other Common Shares (whether through the automatic reinvestment of dividends or otherwise)
within a 61-day period beginning 30 days before and ending 30 days after your sale or exchange of the Common Shares. In such case, your
tax basis in the Common Shares acquired will be adjusted to reflect the disallowed loss.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Current U.S. federal income tax law taxes both
long-term and short-term capital gain of corporations at the rates applicable to ordinary income. For non-corporate taxpayers, short-term
capital gain is currently taxed at rates applicable to ordinary income while long-term capital gain generally is taxed at reduced maximum
rates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Backup Withholding. </I>The Fund may be required
to withhold, for U.S. federal backup withholding tax purposes, a portion of the dividends, distributions and redemption proceeds payable
to non-corporate Common Shareholders who fail to provide the Fund (or its agent) with their correct taxpayer identification number (in
the case of individuals, generally, their social security number) or to make required certifications, or who are otherwise subject to
backup withholding. Backup withholding is not an additional tax and any amount withheld may be refunded or credited against your U.S.
federal income tax liability, if any, provided that you furnish the required information to the IRS.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><B>The foregoing is a general and abbreviated
summary of the provisions of the Code and the Treasury regulations in effect as they directly govern the taxation of the Fund and its
Common Shareholders. These provisions are subject to change by legislative or administrative action, and any such change may be retroactive.
A more complete discussion of the tax rules applicable to the Fund and its Common Shareholders can be found in the Statement of Additional
Information that is incorporated by reference into this Prospectus. Common Shareholders are urged to consult their tax advisers regarding
specific questions as to U.S. federal, state, local and foreign income or other taxes.</B></P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Plan of Distribution</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may sell up to $700,000,000 in aggregate
initial offering price of Common Shares from time to time under this Prospectus and any related Prospectus Supplement (1) directly to
one or more purchases; (2) through agents; (3) through underwriters; (4) through dealers; or (5) pursuant to the Plan. Each Prospectus
Supplement relating to an offering of Common Shares will state the terms of the offering, including:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the names of any agents, underwriters or dealers;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>any sales loads or other items constituting underwriters&rsquo; compensation;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>any discounts, commissions, or fees allowed or paid to dealers or agents;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>the public offering or purchase price of the offered Common Shares and the net proceeds the Fund will receive from the sale; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>any securities exchange on which the offered Common Shares may be listed.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Direct Sales</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may sell Common Shares directly to,
and solicit offers from, institutional investors or others who may be deemed to be underwriters as defined in the Securities Act for any
resales of the securities. In this case, no underwriters or agents would be involved. The Fund may use electronic media, including the
Internet, to sell offered securities directly. The Fund will describe the terms of any of those sales in a Prospectus Supplement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">By Agents</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may offer Common Shares through agents
that the Fund may designate. The Fund will name any agent involved in the offer and sale and describe any commissions payable by the Fund
in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, the agents will be acting on a best efforts basis
for the period of their appointment.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">By Underwriters</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may offer and sell Common Shares from
time to time to one or more underwriters who would purchase the Common Shares as principal for resale to the public, either on a firm
commitment or best efforts basis. If the Fund sells Common Shares to underwriters, the Fund will execute an underwriting agreement with
them at the time of the sale and will name them in the Prospectus Supplement. In connection with these sales, the underwriters may be
deemed to have received compensation from the Fund in the form of underwriting discounts and commissions. The underwriters also may receive
commissions from purchasers of Common Shares for whom they may act as agent. Unless otherwise stated in the Prospectus Supplement, the
underwriters will not be obligated to purchase the Common Shares unless the conditions set forth in the underwriting agreement are satisfied,
and if the underwriters purchase any of the Common Shares, they will be required to purchase all of the offered Common Shares. The underwriters
may sell the offered Common Shares to or through dealers, and those dealers may receive discounts, concessions or commissions from the
underwriters as well as from the purchasers for whom they may act as agent. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">If a Prospectus Supplement so indicates, the
Fund may grant the underwriters an option to purchase additional Common Shares at the public offering price, less the underwriting discounts
and commissions, within 45 days from the date of the Prospectus Supplement, to cover any overallotments.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">By Dealers</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may offer and sell Common Shares from
time to time to one or more dealers who would purchase the securities as principal. The dealers then may resell the offered Common Shares
to the public at fixed or varying prices to be determined by those dealers at the time of resale. The Fund will set forth the names of
the dealers and the terms of the transaction in the Prospectus Supplement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">General Information</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Agents, underwriters, or dealers participating
in an offering of Common Shares may be deemed to be underwriters, and any discounts and commission received by them and any profit realized
by them on resale of the</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">offered Common Shares for whom they act as agent, may be deemed to
be underwriting discounts and commissions under the Securities Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may offer to sell securities either
at a fixed price or at prices that may vary, at market prices prevailing at the time of sale, at prices related to prevailing market prices
or at negotiated prices.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To facilitate an offering of Common Shares in
an underwritten transaction and in accordance with industry practice, the underwriters may engage in transactions that stabilize, maintain,
or otherwise affect the market price of the Common Shares or any other security. Those transactions may include overallotment, entering
stabilizing bids, effecting syndicate covering transactions, and reclaiming selling concessions allowed to an underwriter or a dealer.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>An overallotment in connection with an offering creates a short position in the common stock for the underwriter&rsquo;s own account.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>An underwriter may place a stabilizing bid to purchase the Common Shares for the purpose of pegging, fixing, or maintaining the price
of the Common Shares.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Underwriters may engage in syndicate covering transactions to cover overallotments or to stabilize the price of the Common Shares
by bidding for, and purchasing, the Common Shares or any other securities in the open market in order to reduce a short position created
in connection with the offering.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>The managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling concession in connection with an offering
when the Common Shares originally sold by the syndicate member is purchased in syndicate covering transactions or otherwise.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Any of these activities may stabilize or maintain
the market price of the Common Shares above independent market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Any underwriters to whom the offered Common Shares
are sold for offering and sale may make a market in the offered Common Shares, but the underwriters will not be obligated to do so and
may discontinue any market-making at any time without notice. There can be no assurance that there will be a liquid trading market for
the offered Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Under agreements entered into with the Fund,
underwriters and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities
Act, or to contribution for payments the underwriters or agents may be required to make.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The underwriters, agents, and their affiliates
may engage in financial or other business transactions with the Fund in the ordinary course of business.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Pursuant to a requirement of the Financial Industry
Regulatory Authority, Inc., or FINRA, the maximum compensation to be received by any FINRA member or independent broker-dealer may not
be greater than eight percent (8%) of the gross proceeds received by the Fund for the sale of any securities being registered pursuant
to SEC Rule 415 under the Securities Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The aggregate offering price specified on the
cover of this Prospectus relates to the offering of the Common Shares not yet issued as of the date of this Prospectus.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To the extent permitted under the 1940 Act and
the rules and regulations promulgated thereunder, the underwriters may from time to time act as a broker or dealer and receive fees in
connection with the execution of portfolio transactions on behalf of the Fund after the underwriters have ceased to be underwriters and,
subject to certain restrictions, each may act as a broker while it is an underwriter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">A Prospectus and accompanying Prospectus Supplement
in electronic form may be made available on the websites maintained by underwriters. The underwriters may agree to allocate a number of
Common Shares for sale to their online brokerage account holders. Such allocations of Common Shares for internet distributions will be
made on the same basis as other allocations. In addition, Common Shares may be sold by the underwriters to securities dealers who resell
Common Shares to online brokerage account holders.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Dividend Reinvestment Plan</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may issue and sell Common Shares pursuant
to the Plan.</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Custodian, Administrator,
Transfer Agent and Dividend Disbursing Agent</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Bank of New York Mellon serves as the custodian
of the Fund&rsquo;s assets pursuant to a custody agreement. Under the custody agreement, the custodian holds the Fund&rsquo;s assets in
compliance with the 1940 Act. For its services, the custodian will receive a monthly fee based upon, among other things, the average value
of the total assets of the Fund, plus certain charges for securities transactions. The Bank of New York Mellon is located at 101 Barclay
Street, New York, New York 10286.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Computershare Inc. serves as the Fund&rsquo;s
dividend disbursing agent, transfer agent and registrar for the Common Shares of the Fund. Computershare Inc. is located at 250 Royall
Street, Canton, MA 02021. Computershare Trust Company, N.A. serves as Plan Agent under the Fund&rsquo;s Dividend Reinvestment Plan.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">MUFG Investor Services (US) LLC (&ldquo;MUFG&rdquo;),
serves as administrator to the Fund. Pursuant to an administration agreement, MUFG is responsible for providing administrative services
to the Fund. For the services, the Fund pays MUFG a fee, accrued daily and paid monthly, at the annual rate equal to 0.0275% of the first
$200 million in average daily Managed Assets, 0.0200% of the next $300 million in average daily Managed Assets, 0.0150% of the next $500
million in average daily Managed Assets, and 0.0100% of average daily Managed Assets above $1 billion.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">MUFG also serves as fund accounting agent to
the Fund. Pursuant to a fund accounting agreement, MUFG performs certain accounting services. For the services, the Fund pays MUFG a fee,
accrued daily and paid monthly, at the annual rate equal to 0.0300% of the first $200 million in average daily Managed Assets, 0.0150%
of the next $300 million in average daily Managed Assets, 0.0100% of the next $500 million in average daily Managed Assets, and 0.0075%
of average daily Managed Assets above $1 billion, subject to a minimum fee of $50,000 per year, and reimburses MUFG for certain out-of-pocket
expenses.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Legal Matters</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain legal matters will be passed on by Dechert
LLP as counsel to the Fund in connection with the offering of the Common Shares. If certain legal matters in connection with an offering
of Common Shares are passed upon by counsel for the underwriters of such offering, that counsel will be named in the Prospectus Supplement
related to that offering.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Independent Registered
Public Accounting Firm</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Ernst &amp; Young LLP, 1775 Tysons Blvd, Tysons,
Virginia 22102, has been engaged as the Fund&rsquo;s Independent Registered Public Accounting Firm.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Additional Information</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">This Prospectus constitutes part of a Registration
Statement filed by the Fund with the SEC under the Securities Act, and the 1940 Act. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further information
with respect to the Fund and the Common Shares offered hereby. Any statements contained herein concerning the provisions of any document
are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. The complete Registration
Statement may be obtained from the SEC upon payment of the fee prescribed by its rules and regulations or free of charge through the SEC
web site (http://www.sec.gov).</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Privacy Principles
of the Fund</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is committed to maintaining the privacy
of its shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand
what personal information the Fund collects, how the Fund protects that information and why, in certain cases, the Fund may share information
with select other parties.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Generally, the Fund does not receive any non-public
personal information relating to its shareholders, although certain non-public personal information of its shareholders may become available
to the Fund. The Fund does not disclose any non-public personal information about its shareholders or former shareholders to anyone, except
as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt; margin-bottom: 6pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund restricts access to non-public personal
information about its shareholders to employees of the Fund&rsquo;s Investment Adviser and its delegates and affiliates with a legitimate
business need for the information. The Fund maintains physical, electronic and procedural safeguards designed to protect the non-public
personal information of its shareholders.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: center">Incorporation
By Reference</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">As noted above, this Prospectus is part of a Registration
Statement that has been filed with the SEC. Pursuant to the final rule and form amendments adopted by the SEC on April 8, 2020 to implement
certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the Fund may &ldquo;incorporate by reference&rdquo;
the information that it files with the SEC, which means that the Fund can disclose important information by referring to those documents.
The information incorporated by reference is considered to be part of this Prospectus, and later information that the Fund files with
the SEC will automatically update and supersede this information.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The Fund incorporates by reference any future filings
(including those made after the date of the filing of the Registration Statement of which this Prospectus is a part) it will make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 or pursuant to Rule 30b2-1 under the 1940 Act
until the termination of the offering of the securities covered by this Prospectus. To obtain copies of these filings, see &ldquo;Additional
Information.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-transform: uppercase; text-align: center">Supplemental
Summary of Fund Expenses</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The section &ldquo;Summary of Fund Expenses&rdquo;
above contains information about the costs and expenses that Common Shareholders will bear directly or indirectly and illustrates the
expenses that you would pay on a $1,000 investment in Common Shares. As described
above, shareholders approved the mergers of Guggenheim Enhanced Equity Income Fund (&ldquo;GPM&rdquo;) and Guggenheim Credit Allocation
Fund (&ldquo;GGM&rdquo;), each a closed-end fund, with and into the Fund (the "Fund Mergers"). Subject to the satisfaction of certain customary closing conditions,
the Fund Mergers are expected to be effective with the open of the New York Stock Exchange on October 25, 2021.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="background-color: white">The
following table sets forth (i) the annual expenses for the Fund for the fiscal year ended May 31, 2021 (without giving effect to the
Fund Mergers); (ii) the annualized expenses for GPM based on the six months ended June 30, 2021; (iii) the annual expenses for GGM
for the fiscal year ended May 31, 2021; and (iv) the&nbsp;<I>pro forma</I>&nbsp;annual expenses for the Fund, after giving effect to
the Fund Mergers, as of June 30, 2021.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 52%; padding-right: 5.4pt; padding-left: 9pt; text-align: center; text-indent: -9pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 11%; padding-right: 5.4pt; padding-left: 5.4pt"><P STYLE="border-bottom: Black 0.5pt solid; font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>The Fund</B></P></TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 12%; padding-right: 5.4pt; padding-left: 5.4pt"><P STYLE="border-bottom: Black 0.5pt solid; font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>GPM</B></P></TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 12%; padding-right: 5.4pt; padding-left: 5.4pt"><P STYLE="border-bottom: Black 0.5pt solid; font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>GGM</B></P></TD>
    <TD STYLE="width: 13%; padding-right: 5.4pt; padding-left: 5.4pt"><P STYLE="border-bottom: Black 0.5pt solid; font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B><I>Pro
                                            Forma</I> the Fund (Both GPM and GGM into the Fund)<SUP>(2)</SUP></B></P></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt"><B>Shareholder Transaction
    Expenses<SUP>(1)</SUP></B></FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt">Maximum Sales Load (as a
    percentage of the offering price) imposed on purchases of common shares<SUP>(3)</SUP> &#9;</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">None</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">None</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">None</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">None</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt">Dividend Reinvestment and
    Cash Purchase Plan Fees<SUP>(4)</SUP> &#9;</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">None</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">None</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">None</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">None</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt"><B>Annual Expenses (as a
    percentage of average net assets attributable to common shares)<SUP>(5)</SUP></B></FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: right">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom; padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt">Advisory
    Fees<SUP>(6)</SUP> &#9;</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">1.36%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">1.16%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">1.41%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">1.40%</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom; padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt">Interest
    Expense &#9;</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.28%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.40%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.45%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.34%</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom; padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt">Acquired
    Fund Fees and Expenses<SUP>(7)</SUP> &#9;</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.09%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.07%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.00%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.07%</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom; padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt">Other
    Expenses<SUP>(8)</SUP> &#9;</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.19%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.22%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">&nbsp;0.39%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">0.16%</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom; padding-right: 5.4pt; padding-left: 9pt; text-indent: -9pt"><FONT STYLE="font-size: 10pt">Total
    Annual Fund Operating Expenses<SUP>(9)</SUP>&#9;</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">1.92%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">1.85%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">2.25%</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">1.97%</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white">______________</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 36px; padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">(1)</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font-size: 10pt; background-color: white">As described above in "Summary of Fund Expenses," if Common Shares to which this Prospectus relates are sold to or through underwriters,
the Prospectus Supplement will set forth any applicable sales load and the estimated offering expenses borne by the Fund. Also as described
above, the Adviser has incurred on behalf of the Fund all costs associated with the Fund&rsquo;s registration statement and any offerings
pursuant to such registration statement. The Fund has agreed, in connection with offerings under this registration statement, to reimburse
the Adviser for offering expenses incurred by the Adviser on the Fund&rsquo;s behalf in an amount up to the lesser of the Fund&rsquo;s
actual offering costs or 0.60% of the total offering price of the Common Shares sold in such offerings. Amounts in excess of 0.60% of
the total offering price of shares sold pursuant to this registration statement will not be subject to recoupment from the Fund. The expense
limitation agreement will be in effect for the life of the registration statement with respect to all Common Shares sold pursuant to the
registration statement and may only be terminated by the Board of Trustees of the Fund.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 36px; padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">(2)</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font-size: 10pt; background-color: white">Assumes the Fund Mergers had taken place
    on June 30, 2021.</FONT></TD></TR>
    </TABLE>
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 36px; padding-bottom: 6pt"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">(3)</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">No sales load will be
    charged in connection with the issuance of the Fund Common Shares as part of the Fund Mergers. Common Shares are not available for
    purchase from the Fund but may be purchased on the NYSE through a broker-dealer subject to individually negotiated commission rates.
    Common Shares purchased in the secondary market may be subject to brokerage commissions or other charges.</FONT></TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>



<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 36px; padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">(4)</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">Common Shareholders of the Fund will pay brokerage charges if they
    direct the Plan Agent to sell their Common Shares of the Fund held in a dividend reinvestment account. See &ldquo;Dividend Reinvestment
    Plan.&rdquo;</FONT></TD></TR>
</TABLE>

<P STYLE="margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-bottom: 6pt; width: 36px"><FONT STYLE="font-size: 10pt">(5)</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">Based on average leverage of approximately 26.6% of Managed Assets
for the Fund (without giving effect to the Fund Mergers) for the fiscal year ended May 31, 2021; 31.1% of Managed Assets for GPM for
the six-month period ended June 30, 2021, 29.0% of Managed Assets for GGM for the fiscal year ended May 31, 2021, and 28.3% of Managed
Assets for the Fund, giving effect to the Fund Mergers. A fund that utilizes greater leverage will incur more interest expense and will
pay a greater advisory fee, as a percentage of net assets attributable to common shares, because the advisory fee is calculated as a
percentage of Managed Assets, but is borne by common shareholders. </FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 36px; padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">(6)</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">Each Fund pays an investment advisory fee to the Investment Adviser
    in an annual amount equal to a percentage of the Fund&rsquo;s average daily Managed Assets, as follows GPM: 0.80%; GGM: 1.00%; and
    the Fund (both before and after giving effect to the Fund Mergers ): 1.00%. Common Shareholders bear the portion of the investment
    advisory fee attributable to the assets purchased with the proceeds of leverage, which means that Common Shareholders effectively
    bear the entire advisory fee.</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 36px; padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">(7)</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 36px; padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">(8)</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font-size: 10pt">Other expenses are estimated based upon those incurred during the following periods: (i) during the fiscal year ended May 31, 2021 for
the Fund (before giving effect to the Fund Mergers); (ii) during the six months ended June 30, 2021 for the GPM; and (iii) during the
fiscal year ended May 31, 2021 for GGM.</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; background-color: white">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 36px"><FONT STYLE="font-size: 10pt">(9)</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">The Fund and GPM currently invest in instruments or funds that result in the incurrence of Acquired
    Fund Fees and Expenses.<B>&nbsp;</B>Although not direct expenses of the Fund, Acquired Fund Fees and Expenses reflect fees and expenses
    incurred indirectly by the Fund as a result of investment in shares of one or more other investment companies or other pooled investment
    vehicles, which under applicable SEC rules must be reflected in the Fund&rsquo;s Total Expense Ratio. As a result, the Total Expense
    Ratio shown above, which includes Acquired Fund Fees and Expenses, differs from the ratio of expenses to average net assets included
    in the Funds&rsquo; financial statements, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees
    and Expenses.</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; background-color: white"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0 0; text-indent: 0.25in; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0 0; text-indent: 0.25in; background-color: white">The following
example is intended to help you compare the costs of investing in the Common Shares of the Fund on a&nbsp;<I>pro forma </I>basis,
giving effect to the Fund Mergers, with the costs of separately investing in the common shares of each of the Fund, GPM and GGM
without the Fund Mergers. An investor in common shares would pay the following expenses on a $1,000 investment, assuming (1) the
Total Annual Fund Operating Expenses (including interest expenses) for each of GPM, GGM and the Fund (both before and after giving
effect to the Fund Mergers) set forth in the total expenses table above and (2) a 5% annual return throughout the period:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0 0; text-indent: 0.25in; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0 0 -20pt; text-indent: 0.25in; background-color: white"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 12pt Times New Roman, Times, Serif; width: 100%; background-color: white; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 52%">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 12%; text-align: center"><FONT STYLE="font-size: 10pt"><B>1 Year</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 12%; text-align: center"><FONT STYLE="font-size: 10pt"><B>3 Years</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 12%; text-align: center"><FONT STYLE="font-size: 10pt"><B>5 Years</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; width: 12%; text-align: center"><FONT STYLE="font-size: 10pt"><B>10 Years</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-size: 10pt">The Fund </FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$20</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$60</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$104</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$225</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-size: 10pt">GPM</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$19</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$58</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$100</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$217</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-size: 10pt">GGM</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$23</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$70</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$120</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$258</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-size: 10pt"><I>Pro Forma </I>the Fund&nbsp;(Both GPM and GGM into the Fund)</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$20</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$62</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$106</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">$230</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0 0 -20pt; text-indent: 0.25in; background-color: white">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt"><FONT STYLE="background-color: white">The examples set
forth above assume common shares of GPM, GGM and the Fund were owned as of the completion of the Fund Mergers and the reinvestment of all dividends and distributions and uses a 5% annual rate of return as mandated by SEC regulations.
The examples should not be considered a representation of past or future expenses or annual rates of return. Actual expenses or
annual rates of return may be more or less than those assumed for purposes of the examples.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
