<SEC-DOCUMENT>0001821268-21-000399.txt : 20210917
<SEC-HEADER>0001821268-21-000399.hdr.sgml : 20210917
<ACCEPTANCE-DATETIME>20210916195553
ACCESSION NUMBER:		0001821268-21-000399
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20210917
DATE AS OF CHANGE:		20210916

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:		N-2
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21982
		FILM NUMBER:		211258987

	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

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:		N-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-259592
		FILM NUMBER:		211258986

	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
<IS-FILER-A-NEW-REGISTRANT>N
<IS-FILER-A-WELL-KNOWN-SEASONED-ISSUER>N
<FILED-PURSUANT-TO-GENERAL-INSTRUCTION-A2>N
<IS-FUND-24F2-ELIGIBLE>N
</SEC-HEADER>
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<P STYLE="margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>As filed with the Securities and Exchange Commission
on September 16, 2021</B></P>

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

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

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

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<P STYLE="font: 20pt Times New Roman, Times, Serif; margin: 4pt 0 0; text-align: center"><B>UNITED STATES </B></P>

<P STYLE="font: 20pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Washington, D.C. 20549 </B></P>

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

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<P STYLE="font: 20pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>FORM&nbsp;N-2</B></P>

<P STYLE="font: 20pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Registration Statement </B></P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%">&nbsp;</TD>
    <TD STYLE="width: 96%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt"><B><I>the Securities Act of 1933</I></B></FONT></TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&#9746;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt"><B>Pre-Effective&nbsp;Amendment No. </B></FONT></TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&#9744;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt"><B>Post-Effective Amendment No.</B></FONT></TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&#9744;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>and/or </B></P>

<P STYLE="font: 20pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Registration Statement </B></P>

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

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  <TR>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%">&nbsp;</TD>
    <TD STYLE="width: 96%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt"><B><I>the Investment Company Act of 1940</I></B></FONT></TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&#9746;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt"><B>Amendment No. 32</B></FONT></TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9746;</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="font-size: 20pt"><B>Guggenheim Strategic
Opportunities Fund</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="font-size: 20pt"><B></B></FONT><B>(Exact Name of Registrant as Specified in Charter) </B></P>

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

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>227 West Monroe Street</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Chicago, Illinois 60606 </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>(Address of Principal Executive Offices) </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>(312) 827-0100</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>(Registrant&rsquo;s Telephone Number, Including
Area Code) </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>Amy J. Lee</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>Guggenheim Funds Investment
Advisors, LLC</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>227 West Monroe Street</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; background-color: white"><B>Chicago, Illinois 60606</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>(Name and Address of Agent for Service) </B></P>

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

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt; text-align: center"><B>1</B></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B><I>Copies to: </I></B></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>
    <TD STYLE="vertical-align: bottom; width: 2%">&nbsp;</TD>
    <TD STYLE="width: 98%">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: top">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Julien Bourgeois</B></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Allison M. Fumai</B></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Dechert LLP</B></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>1900 K Street, N.W.</B></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 1pt; text-align: center"><B>Washington, DC 20006</B></P></TD></TR>
  </TABLE>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0"><B>Approximate Date of Proposed Public Offering</B>: As soon as
practicable after the effective date of this Registration Statement.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box&nbsp;&nbsp;<FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">If any securities being registered on this Form will be offered
on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (&ldquo;Securities Act&rdquo;), other than securities
offered in connection with a dividend reinvestment plan, check the following box.&nbsp;&nbsp;<FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9746;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">If this Form is a registration statement pursuant to General Instruction
A.2 or a post-effective amendment thereto, check the following box&nbsp;&nbsp;<FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9746;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">If this Form is a registration statement pursuant to General Instruction
B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities
Act, check the following box&nbsp;&nbsp;<FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9746;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box&nbsp;&nbsp;<FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">It is proposed that this filing will become effective (check appropriate
box):</P>

<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: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD>when declared effective pursuant to section 8(c) of the Securities Act </TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">Check each box that appropriately characterizes the Registrant:</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: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9746;</FONT></TD>
    <TD>Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the &ldquo;Investment Company Act&rdquo;)). </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: top">
    <TD STYLE="width: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD>Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act. </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: top">
    <TD STYLE="width: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD>Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). </TD></TR>
  </TABLE>
<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: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9746;</FONT></TD>
    <TD>A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). </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: top">
    <TD STYLE="width: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9746;</FONT></TD>
    <TD>Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). </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: top">
    <TD STYLE="width: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD>Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934). </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: top">
    <TD STYLE="width: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">If an Emerging Growth Company, indicate by check mark if the registrant
    has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
    to Section&nbsp;7(a)(2)(B) of the Securities Act.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&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: 4%"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD>New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). </TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>CALCULATION OF REGISTRATION FEE UNDER THE
SECURITIES ACT OF 1933 </B></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>
    <TD STYLE="width: 44%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%">&nbsp;</TD>
    <TD STYLE="width: 13%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%">&nbsp;</TD>
    <TD STYLE="width: 13%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%">&nbsp;</TD>
    <TD STYLE="width: 13%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%">&nbsp;</TD>
    <TD STYLE="width: 13%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="9">
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  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-top: black 1pt solid; text-align: center"><FONT STYLE="font-size: 10pt"><B>Title of Securities Being Registered</B></FONT></TD>
    <TD STYLE="border-top: black 1pt solid; border-left: black 1pt solid">&nbsp;</TD>
    <TD STYLE="white-space: nowrap; border-top: black 1pt solid; text-align: center"><FONT STYLE="font-size: 10pt"><B>Amount&nbsp;Being<BR>
Registered(1)</B></FONT></TD>
    <TD STYLE="border-top: black 1pt solid; border-left: black 1pt solid">&nbsp;</TD>
    <TD STYLE="white-space: nowrap; border-top: black 1pt solid">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Proposed</B></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 1pt; text-align: center"><B>Maximum<BR>
    Offering&nbsp;Price<BR>
    per&nbsp;Unit(2)</B></P></TD>
    <TD STYLE="border-top: black 1pt solid; border-left: black 1pt solid">&nbsp;</TD>
    <TD STYLE="white-space: nowrap; border-top: black 1pt solid">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Proposed<BR>
    Maximum<BR>
    Aggregate</B></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 1pt; text-align: center"><B>Offering&nbsp;Price(3)</B></P></TD>
    <TD STYLE="border-top: black 1pt solid; border-left: black 1pt solid">&nbsp;</TD>
    <TD STYLE="white-space: nowrap; border-top: black 1pt solid; text-align: center"><FONT STYLE="font-size: 10pt"><B>Amount of<BR>
Registration&nbsp;Fee(4)</B></FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; border-top: black 1pt solid; padding-left: 10pt; text-indent: -10pt">Common Shares of Beneficial Interest, $0.001 par value</TD>
    <TD STYLE="vertical-align: bottom; border-top: black 1pt solid; border-left: black 1pt solid">&nbsp;</TD>
    <TD STYLE="white-space: nowrap; vertical-align: bottom; border-top: black 1pt solid; text-align: center">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; border-top: black 1pt solid; border-left: black 1pt solid">&nbsp;</TD>
    <TD STYLE="white-space: nowrap; vertical-align: bottom; border-top: black 1pt solid; text-align: center">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; border-top: black 1pt solid; border-left: black 1pt solid">&nbsp;</TD>
    <TD STYLE="white-space: nowrap; vertical-align: bottom; border-top: black 1pt solid; text-align: center">$700,000,000</TD>
    <TD STYLE="vertical-align: bottom; border-top: black 1pt solid; border-left: black 1pt solid">&nbsp;</TD>
    <TD STYLE="white-space: nowrap; vertical-align: bottom; border-top: black 1pt solid; text-align: center">$76,370</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="9">
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  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="9">
<!-- Field: Rule-Page --><DIV STYLE="margin-top: 1pt; margin-bottom: 1pt; width: 100%"><DIV STYLE="font-size: 1pt; border-top: black 0.75pt solid">&nbsp;</DIV></DIV><!-- Field: /Rule-Page --></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: top">
    <TD STYLE="width: 4%">(1)</TD>
    <TD><FONT STYLE="font-size: 8pt; background-color: white"></FONT><FONT STYLE="background-color: white">There are being registered hereunder a presently indeterminate number of&nbsp;common shares to be offered&nbsp;on an immediate, continuous or delayed basis.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>(2)</TD>
    <TD><FONT STYLE="font-size: 8pt; background-color: white"></FONT><FONT STYLE="background-color: white">The proposed maximum offering price per share will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the common shares registered under this registration statement.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>(3)</TD>
    <TD><FONT STYLE="background-color: white">Estimated solely for purposes of calculating the registration fee as required by Rule 457(o) under the Securities Act. This Registration Statement carries forward $20,000,000.00 of shares of beneficial interest that were previously registered pursuant to Registrant&rsquo;s Registration Statement on Form N-2 (File No. 333-230474) initially filed on March 22, 2019 (the &ldquo;Prior Registration Statement&rdquo;) and which remain unsold as of the filing date of this Registration Statement (the &ldquo;Unsold Shares&rdquo;).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>(4)</TD>
    <TD><FONT STYLE="font-size: 8pt; background-color: white"></FONT><FONT STYLE="background-color: white">Pursuant to Rule 415(a)(6) of the Securities and Exchange Commission&rsquo;s Rules and Regulations under the Securities Act, the Unsold Shares are included in this Registration Statement. A registration fee amount of $2,424.00 was paid with respect to the Unsold Shares in connection with the Prior Registration Statement and is being applied to offset the registration fee currently due on the Unsold Shares pursuant to Rule 415(a)(6) under the Securities Act.</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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<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</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_005.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 17, 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 17, 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; 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>
</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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<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 Fund&rsquo;s
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 17, 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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<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"><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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT STYLE="font-size: 10pt">Convertible
    securities.</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"><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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<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">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>

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

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

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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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Symbol; font-size: 10pt">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&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>

<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">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>

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

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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="padding-bottom: 6pt; font: 10pt Times New Roman, Times, Serif; 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>

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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">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>

<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: 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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<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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  <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>

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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"><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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    <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>
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    <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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  <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>
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    <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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    <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="padding-bottom: 6pt; font: 10pt Times New Roman, Times, Serif; 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="padding-bottom: 6pt; font: 10pt Times New Roman, Times, Serif; 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>

<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: 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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<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="padding-bottom: 6pt; font: 10pt Times New Roman, Times, Serif; 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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<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="padding-bottom: 6pt; font: 10pt Times New Roman, Times, Serif; 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>

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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"><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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<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"><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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<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">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>

<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">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>

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

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

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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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<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>

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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"><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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  <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>

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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"><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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<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">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>

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    <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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<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
    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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<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">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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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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<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"></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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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-family: Times New Roman, Times, Serif; font-size: 10pt">&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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<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>

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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"><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>

<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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<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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<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">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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<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>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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<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">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>

<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>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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<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">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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<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"><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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    <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"><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.</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="width: 100%; font: 8pt Times New Roman, Times, Serif; 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="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"><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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<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="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">&nbsp;</TD>
    <TD STYLE="width: 11%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>1 Year</B></TD>
    <TD STYLE="width: 11%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>3 Years</B></TD>
    <TD STYLE="width: 11%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center"><B>5 Years</B></TD>
    <TD STYLE="width: 11%; border-bottom: black 1.5pt solid; 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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    <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: 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-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; 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="width: 11%; border-bottom: Black 1.5pt solid; 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="width: 11%; border-bottom: Black 1.5pt solid; 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="width: 11%; border-bottom: Black 1.5pt solid; 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="width: 11%; border-bottom: Black 1.5pt solid; 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="width: 11%; border-bottom: Black 1.5pt solid; 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>

<!-- Field: Page; Sequence: 56; Value: 2 -->
    <DIV STYLE="margin-top: 6pt; margin-bottom: 6pt"><P STYLE="text-align: center; margin-top: 0pt; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->49<!-- Field: /Sequence -->&nbsp;</P></DIV>
    <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;&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="width: 100%; font: 8pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2021</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2020</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2019</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2018</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2017</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2016</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2015</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2014</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; padding-right: 5.75pt; padding-left: 5.75pt"><I>2013</I></TD>
    <TD STYLE="width: 10%; border-bottom: black 1.5pt solid; 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="width: 100%; font: 8pt Times New Roman, Times, Serif; 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="width: 27%; 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, 2021</TD>
    <TD STYLE="width: 12%; border-bottom: Black 1pt solid; border-right: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$21.98</TD>
    <TD STYLE="width: 12%; border-bottom: Black 1pt solid; border-right: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$20.92</TD>
    <TD STYLE="width: 12%; border-bottom: Black 1pt solid; border-right: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$17.21</TD>
    <TD STYLE="width: 13%; border-bottom: Black 1pt solid; border-right: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">$16.98</TD>
    <TD STYLE="width: 12%; border-bottom: Black 1pt solid; border-right: Black 1pt solid; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center">27.72%</TD>
    <TD STYLE="width: 12%; border-bottom: Black 1pt solid; border-right: 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="text-indent: 20pt; font: 10pt Times New Roman, Times, Serif; 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="text-indent: 20pt; font: 10pt Times New Roman, Times, Serif; 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="text-indent: 20pt; font: 10pt Times New Roman, Times, Serif; 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="text-indent: 20pt; font: 10pt Times New Roman, Times, Serif; 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="text-indent: 20pt; font: 10pt Times New Roman, Times, Serif; 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="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: 5.75pt; 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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<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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<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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    <!-- Field: /Page -->

<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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    <!-- Field: /Page -->

<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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<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. 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 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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<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% (i.e., for every dollar of Preferred Shares outstanding,
the Fund is required to have at least two dollars of assets). Any preferred shares issued by the Fund would have special voting rights
and a liquidation preference over the Common Shares. If the Fund issues and has preferred shares outstanding, the Common Shareholders
will not be entitled to receive any distributions from the Fund unless all accrued dividends on preferred shares have been paid, unless
asset coverage (as defined in the 1940 Act) with respect to preferred shares would be at least 200% after giving effect to the distributions
and unless certain other requirements imposed by any rating agencies rating the preferred shares have been met. 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="width: 100%; font: 8pt Times New Roman, Times, Serif; 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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<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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    <!-- Field: /Page -->

<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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    <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">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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    <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">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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<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>
    <!-- Field: /Page -->

<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>
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<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: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-transform: uppercase; text-align: left">&nbsp;</P>

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


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: center"><FONT STYLE="font-size: 20pt"><B>Guggenheim Strategic
Opportunities Fund</B></FONT><BR>
<B>__________________________<BR>
Statement of Additional Information</B></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. The Fund&rsquo;s investment objective is to maximize total
return through a combination of current income and capital appreciation. Under normal market conditions, the Fund will attempt to achieve
its investment objective by investing in a wide range of fixed-income and other debt and senior equity securities 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 that the 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. There can be
no assurance that the Fund&rsquo;s investment objective will be achieved.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">This Statement of Additional Information (&ldquo;SAI&rdquo;)
is not a prospectus, but should be read in conjunction with the prospectus for the Fund dated September 17, 2021 (the &ldquo;Prospectus&rdquo;),
and any related supplement to the Prospectus (each a &ldquo;Prospectus Supplement&rdquo;). Investors should obtain and read the Prospectus
and any related Prospectus Supplement prior to purchasing Common Shares. A copy of the Prospectus and any related Prospectus Supplement
may be obtained without charge, by calling the Fund at (800) 345-7999.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Prospectus and this SAI omit certain of the
information contained in the registration statement filed with the Securities and Exchange Commission (&ldquo;SEC&rdquo;), Washington,
D.C. The registration statement may be obtained from the SEC upon payment of the fee prescribed, or inspected via its website (www.sec.gov)
at no charge. Capitalized terms used but not defined herein have the meanings ascribed to them in the prospectus.</P>

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



<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%">
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <TD STYLE="width: 90%; text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">The Fund</TD>
    <TD STYLE="width: 10%; text-align: right; padding-top: 0in; padding-bottom: 0pt">S-2</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <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">S-2</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Investment Restrictions</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">S-16</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <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">S-17</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Portfolio Transactions</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">S-37</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <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">S-38</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">General Information</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">S-45</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Financial Statements</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">S-46</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Appendix A Description of Securities Ratings</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">A-1</TD></TR>
  <TR STYLE="text-align: left; vertical-align: bottom; font: 10pt Times New Roman, Times, Serif">
    <TD STYLE="text-align: left; padding-top: 0in; padding-bottom: 0pt; padding-left: 0in">Appendix B Guggenheim Partners Investment Management, LLC Proxy Voting Policies and Procedures</TD>
    <TD STYLE="text-align: right; padding-top: 0in; padding-bottom: 0pt">B-1</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 0; text-align: center">Statement of Additional Information dated September
17, 2021.</P>


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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center; text-indent: 0in">The
Fund</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is a diversified, closed-end management
investment company organized under the laws of the State of Delaware. The Fund&rsquo;s currently outstanding common shares of beneficial
interest, par value $0.01 (the &ldquo;Common Shares&rdquo;), are, and the Common Shares offered in the Prospectus will be, listed on the
New York Stock Exchange (the &ldquo;NYSE&rdquo;), under the symbol &ldquo;GOF.&rdquo; 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;) serves as the Fund&rsquo;s investment Sub-Adviser and is responsible for the management
of the Fund&rsquo;s portfolio of securities. The Investment Adviser and the Sub-Adviser are referred to herein collectively as the &ldquo;Adviser.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center; text-indent: 0in">Investment
Objective and Policies</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following information supplements the discussion
of the Fund&rsquo;s investment objective, policies and techniques that are described in the Prospectus. The Fund may make the following
investments or use the following techniques, among others, some of which are part of its principal investment strategies and some of which
are not. The principal risks of the Fund&rsquo;s principal investment strategies are discussed in the Prospectus. The Fund may not buy
all of the types of securities or use all of the investment techniques that are described.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Mortgage-Related Securities. </I>Mortgage-related
securities include structured debt obligations collateralized by pools of commercial or residential mortgages. Pools of mortgage loans
and mortgage-related loans such as mezzanine loans are assembled as securities for sale to investors by various governmental, government-related
and private organizations. Mortgage-related securities include complex instruments such as CMOs, stripped mortgage-backed securities,
mortgage pass-through securities, interests in real estate mortgage investment conduits (&ldquo;REMICs&rdquo;), real estate investment
trusts (&ldquo;REITs&rdquo;), including debt and preferred stock issued by REITs, as well as 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 mortgage-backed securities
(&ldquo;RMBS&rdquo;) and commercial mortgage-backed securities (&ldquo;CMBS&rdquo;), including residual interests, issued by governmental
entities and private issuers, including subordinated mortgage-related securities. The Fund may invest in sub-prime mortgages or mortgage-related
securities that are backed by sub-prime mortgages. Certain mortgage-related securities that the Fund may invest in are described below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Residential Mortgage-Backed Securities</U>.
RMBS are securities the payments on which depend (except for rights or other assets designed to assure the servicing or timely distribution
of proceeds to holders of such securities) primarily on the cash flow from residential mortgage loans made to borrowers that are secured
(on a first priority basis or second priority basis, subject to permitted liens, easements and other encumbrances) by residential real
estate (one- to four-family properties) the proceeds of which are used to purchase real estate and purchase or construct dwellings thereon
(or to refinance indebtedness previously so used). Residential mortgage loans are obligations of the borrowers thereunder only and are
not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan secured by residential property
is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism,
social unrest and civil disturbances, may impair borrowers&rsquo; abilities to repay their loans.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Commercial Mortgage-Backed Securities</U>.
CMBS generally are multi-class debt or pass-through certificates secured or backed by mortgage loans on commercial properties. CMBS generally
are structured to provide protection to the senior class investors against potential losses on the underlying mortgage loans. This protection
generally is provided by having the holders of subordinated classes of securities (&ldquo;Subordinated CMBS&rdquo;) take the first loss
if there are defaults on the underlying commercial mortgage loans. Other protection, which may benefit all of the classes or particular
classes, may include issuer guarantees, reserve funds, additional Subordinated CMBS, cross-collateralization and over-collateralization.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may invest in Subordinated CMBS issued
or sponsored by commercial banks, savings and loan institutions, mortgage bankers, private mortgage insurance companies and other non-governmental
issuers. Subordinated CMBS have no governmental guarantee and are subordinated in some manner as to the payment of principal and/or interest
to the holders of more senior mortgage-related securities arising out of the same pool of</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">mortgages. The holders of Subordinated CMBS typically are compensated
with a higher stated yield than are the holders of more senior mortgage-related securities. On the other hand, Subordinated CMBS typically
subject the holder to greater risk than senior CMBS and tend to be rated in a lower rating category, and frequently a substantially lower
rating category, than the senior CMBS issued in respect of the same mortgage pool. Subordinated CMBS generally are likely to be more sensitive
to changes in prepayment and interest rates and the market for such securities may be less liquid than is the case for traditional income
securities and senior mortgage-related securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Government Agency Securities</U>. Mortgage-related
securities issued by the Government National Mortgage Association (&ldquo;GNMA&rdquo;) include GNMA Mortgage Pass-Through Certificates
(also known as &ldquo;Ginnie Maes&rdquo;) which are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee
is backed by the full faith and credit of the United States. GNMA is a wholly owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA certificates also are supported by the authority of GNMA to borrow funds from the U.S. Treasury
to make payments under its guarantee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Government-Related Securities</U>. Mortgage-related
securities issued by the Federal National Mortgage Association (&ldquo;FNMA&rdquo;) include FNMA Guaranteed Mortgage Pass-Through Certificates
(also known as &ldquo;Fannie Maes&rdquo;) which are solely the obligations of FNMA and are not backed by or entitled to the full faith
and credit of the United States. FNMA is a privately owned government-sponsored organization. Fannie Maes are guaranteed as to timely
payment of principal and interest by FNMA. Mortgage-related securities issued by the Federal Home Loan Mortgage Corporation (&ldquo;FHLMC&rdquo;)
include FHLMC Mortgage Participation Certificates (also known as &ldquo;Freddie Macs&rdquo; or &ldquo;PCs&rdquo;). FHLMC is a corporate
instrumentality of the United States created pursuant to the Emergency Home Finance Act of 1970, as amended. Freddie Macs are not guaranteed
by the United States or by any Federal Home Loan Bank and do not constitute a debt or obligation of the United States or of any Federal
Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by FHLMC. FHLMC guarantees either ultimate
collection or timely payment of all principal payments on the underlying mortgage loans. When FHLMC does not guarantee timely payment
of principal, FHLMC may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on
an underlying mortgage, but in no event later than one year after it becomes payable. On September 7, 2008, the Federal Housing Finance
Agency (&ldquo;FHFA&rdquo;), an independent regulatory agency, placed FNMA and FHLMC into conservatorship, a statutory process designed
to stabilize a troubled institution with the objective of returning the entity to normal business operations. At the same time, the U.S.
Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase of common
stock of each instrumentality. Under these Senior Preferred Stock Purchase Agreements (&ldquo;SPAs&rdquo;), the U.S. Treasury has pledged
to provide up to $100 billion per instrumentality as needed, including the contribution of cash capital to the instrumentalities in the
event their liabilities exceed their assets. In May 2009, the U.S. Treasury increased its maximum commitment to each instrumentality under
the SPAs to $200 billion per instrumentality. In December 2009, the U.S. Treasury further amended the SPAs to allow the cap on the U.S.
Treasury&rsquo;s funding commitment to increase as necessary to accommodate any cumulative reduction in Fannie Mae&rsquo;s and Freddie
Mac&rsquo;s net worth through the end of 2012. At the start of 2013, the unlimited support the U.S. Treasury extended to the two companies
expired-Fannie Mae&rsquo;s bailout is capped at $125 billion and Freddie Mac has a limit of $149 billion. On August&nbsp;17, 2012, the
U.S. Treasury announced that it was again amending the Agreement to terminate the requirement that Fannie Mae and Freddie Mac each pay
a 10% dividend annually on all amounts received under the funding commitment. Instead, they will transfer to the U.S. Treasury on a quarterly
basis all profits earned during a quarter that exceed a capital reserve amount of $3 billion.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Also in December 2009, the U.S. Treasury amended
the SPAs to provide Fannie Mae and Freddie Mac with some additional flexibility to meet the requirement to reduce their mortgage portfolios.
The actions of the U.S. Treasury are intended to ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial
obligations, preventing mandatory triggering of receivership. No assurance can be given that the U.S. Treasury initiatives will be successful.
Other U.S. government securities the Fund may invest in include (but are not limited to) securities issued or guaranteed by the Federal
Housing Administration, Farmers Home Loan Administration, Export-Import Bank of the U.S., Small Business Administration, General Services
Administration, Central Bank for Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Banks, Federal Land Banks, Maritime
Administration, Tennessee Valley Authority, District of Columbia Armory Board and Student Loan Marketing Association. Because the U.S.
government is not obligated by law to provide support to an instrumentality it sponsors, the Fund will invest in obligations issued by
such an instrumentality only if the</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Investment Adviser determines that the credit risk with respect to
the instrumentality does not make its securities unsuitable for investment by the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">No assurance can be given as to whether the U.S.
government will continue to support Fannie Mae and Freddie Mac.&nbsp;In addition, the future for Fannie Mae and Freddie Mac remains uncertain.
Congress has recently considered proposals to reduce the U.S. government&rsquo;s role in the mortgage market of both Fannie Mae and Freddie
Mac, including proposals as to whether&nbsp;Fannie Mae and Freddie Mac should be nationalized, privatized, restructured or eliminated
altogether. Should the federal government adopt any such proposal, the value of the Fund&rsquo;s investments in securities issued&nbsp;by
Fannie Mae or Freddie Mac would be impacted. Fannie Mae and Freddie Mac are also the subject of continuing legal actions and investigations
which may have an adverse effect on these entities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Under the direction of the FHFA, Fannie Mae and
Freddie Mac developed a common securitization platform that in June 2019 began issuing a uniform mortgage-backed security (&ldquo;UMBS&rdquo;)
(the &ldquo;Single Security Initiative&rdquo;) that aligned the characteristics of Fannie Mae and Freddie Mac certificates. UMBS are eligible
for delivery into the TBA market. The effects that the Single Security Initiative may have on the market for mortgage-backed securities
are uncertain.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The FHFA has announced plans to consider taking
Fannie Mae and Freddie Mac out of conservatorship.&nbsp; Should Fannie Mae and Freddie Mac be taken out of conservatorship, it is unclear
whether the U.S. Treasury would continue to enforce its rights or perform its obligations under the SPAs.&nbsp; It also unclear how the
capital structure of Fannie Mae and Freddie Mac would be constructed post-conservatorship, and what effects, if any, the privatization
of the enterprises will have on their creditworthiness and guarantees of certain MBS.&nbsp; Accordingly, should the FHFA take the enterprises
out of conservatorship, there could be an adverse impact on the value of their securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Private Entity Securities</U>. These mortgage-related
securities are issued by commercial banks, savings and loan institutions, mortgage bankers, private mortgage insurance companies and other
non-governmental issuers. Timely payment of principal and interest on mortgage-related securities backed by pools created by non-governmental
issuers often is supported partially by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance.
The insurance and guarantees are issued by government entities, private insurers and the mortgage poolers. There can be no assurance that
the private insurers or mortgage poolers can meet their obligations under the policies, so that if the issuers default on their obligations
the holders of the security could sustain a loss. No insurance or guarantee covers the Fund or the price of the Fund&rsquo;s shares. Mortgage-related
securities issued by non-governmental issuers generally offer a higher rate of interest than government-agency and government-related
securities because there are no direct or indirect government guarantees of payment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Collateralized Mortgage Obligations</U>. A
CMO is a multi-class bond backed by a pool of mortgage pass-through certificates or mortgage loans. CMOs may be collateralized by (a)
Ginnie Mae, Fannie Mae or Freddie Mac pass-through certificates, (b) unsecuritized mortgage loans insured by the Federal Housing Administration
or guaranteed by the Department of Veterans&rsquo; Affairs, (c) unsecuritized conventional mortgages, (d) other mortgage-related securities
or (e) any combination thereof. Each class of CMOs, often referred to as a &ldquo;tranche,&rdquo; is issued at a specific coupon rate
and has a stated maturity or final distribution date. Principal prepayments on collateral underlying a CMO may cause it to be retired
substantially earlier than the stated maturities or final distribution dates. The principal and interest on the underlying mortgages may
be allocated among the several classes of a series of a CMO in many ways. One or more tranches of a CMO may have coupon rates which reset
periodically at a specified increment over an index, such as the London Interbank Offered Rate (&ldquo;LIBOR&rdquo;) or a replacement
rate (or sometimes more than one index). These floating rate CMOs typically are issued with lifetime caps on the coupon rate thereon.
The Fund also may invest in inverse floating rate CMOs. Inverse floating rate CMOs constitute a tranche of a CMO with a coupon rate that
moves in the reverse direction to an applicable index such as LIBOR. Accordingly, the coupon rate thereon will increase as interest rates
decrease. Inverse floating rate CMOs are typically more volatile than fixed or floating rate tranches of CMOs. Many inverse floating rate
CMOs have coupons that move inversely to a multiple of the applicable indexes. The effect of the coupon varying inversely to a multiple
of an applicable index creates a leverage factor. Inverse floaters based on multiples of a stated index are designed to be highly sensitive
to changes in interest rates and can subject the holders thereof to extreme reductions of yield and loss of principal. The markets for
inverse floating rate CMOs with highly leveraged characteristics at times may be very thin. The Fund&rsquo;s ability to dispose of its
positions in such securities will depend on the degree of liquidity in the markets for such securities. It is impossible to predict the
amount of trading interest that may exist in such securities, and therefore the future degree of liquidity.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Stripped Mortgage-Backed Securities</U>. Stripped
mortgage-backed securities are created by segregating the cash flows from underlying mortgage loans or mortgage securities to create two
or more new securities, each with a specified percentage of the underlying security&rsquo;s principal or interest payments. Mortgage securities
may be partially stripped so that each investor class receives some interest and some principal. When securities are completely stripped,
however, all of the interest is distributed to holders of one type of security, known as an interest-only security (&ldquo;IO&rdquo;),
and all of the principal is distributed to holders of another type of security known as a principal-only security (&ldquo;PO&rdquo;).
Strips can be created in a pass-through structure or as tranches of a CMO. The yields to maturity on IOs and POs are very sensitive to
the rate of principal payments (including prepayments) on the related underlying mortgage assets. If the underlying mortgage assets experience
greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IOs. Conversely, if the underlying
mortgage assets experience less than anticipated prepayments of principal, the yield on POs could be materially and adversely affected.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Sub-Prime Mortgages</U>. Sub-prime mortgages
are mortgages rated below &ldquo;A&rdquo; by S&amp;P, Moody&rsquo;s or Fitch. Historically, sub-prime mortgage loans have been made to
borrowers with blemished (or non-existent) credit records, and the borrower is charged a higher interest rate to compensate for the greater
risk of delinquency and the higher costs of loan servicing and collection. Sub-prime mortgages are subject to both state and federal anti-predatory
lending statutes that carry potential liability to secondary market purchasers such as the Fund. Sub-prime mortgages have certain characteristics
and associated risks similar to below investment grade securities, including a higher degree of credit risk, and certain characteristics
and associated risks similar to mortgage-backed securities, including prepayment risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Mortgage REITs</U>. Mortgage REITs are pooled
investment vehicles that invest the majority of their assets in real property mortgages and which generally derive income primarily from
interest payments thereon. Mortgage REITs are generally not taxed on income timely distributed to shareholders, provided they comply with
the applicable requirements of the Code. The Fund will indirectly bear its proportionate share of any management and other expenses paid
by mortgage REITs in which it invests. Investing in mortgage REITs involves certain risks related to investing in real property mortgages.
Mortgage REITs are subject to interest rate risk and the risk of default on payment obligations by borrowers. Mortgage REITs whose underlying
assets are mortgages on real properties used by a particular industry or concentrated in a particular geographic region are subject to
risks associated with such industry or region. Real property mortgages may be relatively illiquid, limiting the ability of mortgage REITs
to vary their portfolios promptly in response to changes in economic or other conditions. Mortgage REITs may have limited financial resources,
their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than
securities of larger or more broadly based companies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Other Mortgage-Related Securities</U>. Other
mortgage-related securities include securities other than those described above that directly or indirectly represent a participation
in, or are secured by and payable from, mortgage loans on real property, including CMO residuals. Other mortgage-related securities may
be equity or debt securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors
in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships,
trusts and special purpose entities of the foregoing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Loans. </I>The Fund may invest a portion of
its assets in loans directly, loan participations and other direct claims against a borrower. The Sub-Adviser believes corporate loans
to be high-yield debt instruments if the issuer has outstanding debt securities rated below-investment grade or has no rated securities.
The corporate loans in which the Fund invests primarily consist of direct obligations of a borrower and may include debtor in possession
financings pursuant to Chapter 11 of the U.S. Bankruptcy Code, obligations of a borrower issued in connection with a restructuring pursuant
to Chapter 11 of the U.S. Bankruptcy Code, leveraged buy-out loans, leveraged recapitalization loans, receivables purchase facilities,
and privately placed notes. The Fund may invest in a corporate loan at origination as a co-lender or by acquiring in the secondary market
participations in, assignments of or novations of a corporate loan. By purchasing a participation, the Fund acquires some or all of the
interest of a bank or other lending institution in a loan to a corporate or government borrower. The participations typically will result
in the Fund having a contractual relationship only with the lender, not the borrower. The Fund will have the right to receive payments
of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the
lender of the payments from the borrower. Many such loans are secured, although some may be unsecured. Such loans may be in default at
the time of purchase. Loans that are fully secured offer the Fund more protection than an unsecured loan in the event of non-payment of
scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the
corporate borrower&rsquo;s obligation, or that the collateral can be liquidated. Direct debt instruments may involve a risk</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">of loss in case of default or insolvency of the borrower and may
offer less legal protection to the Fund in the event of fraud or misrepresentation. In addition, loan participations involve a risk of
insolvency of the lending bank or other financial intermediary. The markets in loans are not regulated by federal securities laws or the
SEC. As in the case of other high-yield investments, such corporate loans may be rated in the lower rating categories of the established
rating services (such as &ldquo;Ba&rdquo; or lower by Moody&rsquo;s or &ldquo;BB&rdquo; or lower by S&amp;P), or may be unrated investments
determined to be of comparable quality by the Sub-Adviser. As in the case of other high-yield investments, such corporate loans can be
expected to provide higher yields than lower yielding, higher rated fixed-income securities, but may be subject to greater risk of loss
of principal and income. There are, however, some significant differences between corporate loans and high-yield bonds. Corporate loan
obligations are frequently secured by pledges of liens and security interests in the assets of the borrower, and the holders of corporate
loans are frequently the beneficiaries of debt service subordination provisions imposed on the borrower&rsquo;s bondholders. These arrangements
are designed to give corporate loan investors preferential treatment over high-yield investors in the event of deterioration in the credit
quality of the issuer. Even when these arrangements exist, however, there can be no assurance that the borrowers of the corporate loans
will repay principal and/or pay interest in full. Corporate loans generally bear interest at rates set at a margin above a generally recognized
base lending rate that may fluctuate on a day-to-day basis, in the case of the prime rate of a U.S. bank, or which may be adjusted on
set dates, typically 30 days but generally not more than one year, in the case of the LIBOR. Consequently, the value of corporate loans
held by the Fund may be expected to fluctuate significantly less than the value of other fixed rate high-yield instruments as a result
of changes in the interest rate environment; however, the secondary dealer market for certain corporate loans may not be as well developed
as the secondary dealer market for high-yield bonds and, therefore, presents increased market risk relating to liquidity and pricing concerns.</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>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In connection with its purchase of Mezzanine
Investments, the Fund may participate in rights offerings and may purchase warrants, which are privileges issued by corporations enabling
the owners to subscribe and purchase a specified number of shares of the corporation at a specified price during a specified period of
time. Subscription rights normally have a short life span to expiration. The purchase of rights or warrants involves the risk that the
Fund could lose the purchase value of a right or warrant if the right to subscribe to additional shares is not exercised prior to the
rights&rsquo; and warrants&rsquo; expiration. Also, the purchase of rights and/or warrants involves the risk that the effective price
paid for the right and/or warrant added to the subscription price of the related security may exceed the value of the subscribed security&rsquo;s
market price such as when there is no movement in the level of the underlying security.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Short Sales. </I>The Fund is authorized to
make short sales of securities. A short sale is a transaction in which the Fund sells a security it does not own in anticipation that
the market price of that security will decline. To the extent the Fund engages in short sales, the Fund will not make a short sale, if,
after giving effect to such sale, the market value of all securities sold short exceeds 25% of the value of its total assets. Also, the
market value of the securities sold short of any one issuer will not exceed either 10% of the Fund&rsquo;s total assets or 5% of such
issuer&rsquo;s voting securities. The Fund may also make short sales &ldquo;against the box&rdquo; without respect to such limitations.
In this type of short sale, at the time of the sale, the Fund owns, or has the immediate and unconditional right to acquire at no additional
cost, the identical 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In the view of the SEC, a short sale
involves the creation of a &ldquo;senior security&rdquo; as such term is defined in the 1940 Act unless under current regulatory
requirements the sale is &ldquo;against the box&rdquo; and the securities sold short (or securities convertible into or
exchangeable for such securities) are segregated or unless the Fund&rsquo;s obligation to deliver the securities sold short is
&ldquo;covered&rdquo; by earmarking or segregating cash, U.S. government securities or other liquid assets in an amount equal to the
difference between the market value of the securities sold short and any collateral required to be deposited</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">with a broker in connection with the sale (not including the proceeds
from the short sale), which difference is adjusted daily for changes in the value of the securities sold short. The total value of the
short sale proceeds, cash, U.S. government securities or other liquid assets deposited with the broker and earmarked or segregated on
its books or with the Fund&rsquo;s custodian may not at any time be less than the market value of the securities sold short. The Fund
will comply with these requirements.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Securities Subject To Reorganization. </I>The
Fund may invest in securities of companies for which a tender or exchange offer has been made or announced and in securities of
companies for which a merger, consolidation, liquidation or reorganization proposal has been announced if, in the judgment of the
Investment Adviser, there is a reasonable prospect of high total return significantly greater than the brokerage and other
transaction expenses involved. In general, securities which are the subject of such an offer or proposal sell at a premium to their
historic market price immediately prior to the announcement of the offer or may also discount what the stated or appraised value of
the security would be if the contemplated transaction were approved or consummated. Such investments may be advantageous when the
discount significantly overstates the risk of the contingencies involved; significantly undervalues the securities, assets or cash
to be received by shareholders of the prospective portfolio company as a result of the contemplated transaction; or fails adequately
to recognize the possibility that the offer or proposal may be replaced or superseded by an offer or proposal of greater value. The
evaluation of such contingencies requires unusually broad knowledge and experience on the part of the Sub-Adviser which must
appraise not only the value of the issuer and its component businesses as well as the assets or securities to be received as a
result of the contemplated transaction but also the financial resources and business motivation of the offer and/or the dynamics and
business climate when the offer or proposal is in process. Since such investments are ordinarily short-term in nature, they will
tend to increase the turnover ratio of the Fund, thereby increasing its brokerage and other transaction expenses. The Sub-Adviser
intends to select investments of the type described which, in its view, have a reasonable prospect of capital appreciation which is
significant in relation to both the risk involved and the potential of available alternative investments. 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>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Special Purpose Acquisition Companies. </I>&mdash;The
Fund may invest in stock, warrants, rights and other securities of special purpose acquisition companies (&ldquo;SPACs&rdquo;) or similar
special purpose entities in a private placement transaction or as part of a public offering. A SPAC, sometimes referred to as &ldquo;blank
check company,&rdquo; is a private or publicly traded company that raises investment capital for the purpose of acquiring or merging with
an existing company. The shares of a SPAC are typically issued in &ldquo;units&rdquo; that include one share of common stock and one right
or warrant (or partial right or warrant) conveying the right to purchase additional shares of common stock. At a specified time, the rights
and warrants may be separated from the common stock at the election of the holder, after which time each security typically is freely
tradeable. Private companies can combine with a SPAC to go public by taking the SPAC&rsquo;s place on an exchange as an alternative to
making an initial public offering.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As an alternative to obtaining a public listing
through a traditional IPO, SPAC investments carry many of the same risks as investments in IPO securities. These may include, but are
not limited to, erratic price movements, greater risk of loss, lack of information about the issuer, limited operating and little public
or no trading history, and higher transaction costs. Please refer to the discussions of risks related to investments in &ldquo;Equity
Securities&rdquo; for additional information concerning risks associated with IPOs.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Investments in SPACs also have risks
peculiar to the SPAC structure and investment process. Until an acquisition or merger is completed, a SPAC generally invests its
assets, less a portion retained to cover expenses, in U.S. government securities, money market securities and cash and does not
typically pay dividends in respect of its common stock. To the extent a SPAC is invested in cash or similar securities, this may
impact the Fund&rsquo;s ability to meet its investment objective. SPAC shareholders may not approve any proposed acquisition or
merger, or an acquisition or merger, once effected, may prove unsuccessful. If an acquisition or merger is not completed within a
pre-established period (typically, two years), the remainder of the funds invested in the SPAC are returned to its shareholders.
While a SPAC investor may receive both stock in the SPAC, as well as warrants or other rights at no marginal cost, those warrants or
other rights may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price. The Fund may also be delayed
in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled. An investment in a SPAC is typically
subject to a higher risk of dilution by additional later offerings of interests in the SPAC or by other investors exercising
existing rights to purchase shares of the SPAC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">SPAC investments are also subject to the risk
that a significant portion of the funds raised by the SPAC may be expended during the search for a target acquisition or merger. Because
SPACs only business is to seek acquisitions, the value of their securities is particularly dependent on the ability of the SPAC&rsquo;s
management to</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">identify and complete a profitable acquisition or merger target.
Among other conflicts of interest, the economic interests of the management, directors, officers and related parties of a SPAC can differ
from the economic interests of public shareholders, which may lead to conflicts as they evaluate, negotiate and recommend business combination
transactions to shareholders. For example, since the sponsor, directors and officers of a SPAC may directly or indirectly own interests
in a SPAC, the sponsor, directors and officers may have a conflict of interest in determining whether a particular target business is
an appropriate business with which to effectuate a business combination. This risk may become more acute as the deadline for the completion
of a business combination nears. In addition, the requirement that a SPAC complete a business combination within a prescribed time frame
may give potential target businesses leverage over the SPAC in negotiating a business combination, and may limit the time the SPAC has
in which to conduct due diligence on potential business combination targets, which could undermine the SPAC&rsquo;s ability to complete
a business combination on terms that would produce value for its shareholders. Some SPACs pursue acquisitions and mergers only within
certain market sectors or regions, which can increase the volatility of their prices. Conversely, other SPACs may invest without such
limitations, in which case management may have limited experience or knowledge of the market sector or region in which the transaction
is contemplated. Moreover, interests in SPACs may be illiquid and/or be subject to restrictions on resale, which may remain for an extended
time, and may only be traded in the over-the-counter market. If there is no market for interests in a SPAC, or only a thinly traded market
for interests in a SPAC develops, the Fund may not be able to sell its interest in a SPAC, or may be able to sell its interest only at a
price below what the Fund believes is the SPAC interest&rsquo;s value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Warrants and Rights. </I>The Fund may invest
in warrants or rights (including those acquired in units or attached to other securities) that entitle the holder to buy equity securities
at a specific price for a specific period of time but will do so only if such equity securities are deemed appropriate by the Sub-Adviser
for inclusion in the Fund&rsquo;s portfolio.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Swaps. </I>Swap contracts may be purchased
or sold to obtain investment exposure and/or to hedge against fluctuations in securities prices, currencies, interest rates or market
conditions, to change the duration of the overall portfolio or to mitigate default risk. In a standard &ldquo;swap&rdquo; transaction,
two parties agree to exchange the returns (or differentials in rates of return) on different currencies, securities, baskets of currencies
or securities, indices or other instruments, which returns are calculated with respect to a &ldquo;notional value,&rdquo; (i.e<I>., </I>the
designated reference amount of exposure to the underlying instruments). The Fund intends to enter into swaps primarily on a net basis
(i.e<I>., </I>the two payment streams are netted out), with the Fund receiving or paying, as the case may be, only the net amount of the
two payments. The Fund may use swaps for risk management purposes and as a speculative investment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The net amount of the excess, if any, of
the Fund&rsquo;s swap obligations over its entitlements will be maintained in a segregated account by the Fund&rsquo;s custodian under current regulatory requirements.
The Sub-Adviser generally requires counterparties to have a minimum credit rating of A from Moody&rsquo;s Investors Service (or
comparable rating from another rating agency) and monitors such rating on an on-going basis. If the other party to a swap contract
defaults, the Fund&rsquo;s risk of loss will consist of the net amount of payments that the Fund is contractually entitled to
receive. Under such circumstances, the Fund will have contractual remedies pursuant to the agreements related to the transaction.
The Fund may enter in to cleared and exchange-traded swaps (where applicable) and bilaterally-traded, OTC swaps.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Interest rate swaps</U>. Interest rate swaps involve the
exchange by the Fund with another party of respective commitments to pay or receive interest (e.g<I>.</I>, an exchange of fixed rate payments
for floating rate payments).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Total return swaps</U>. Total return swaps are contracts
in which one party agrees to make payments of the total return from the designated underlying asset(s), which may include securities,
baskets of securities, or securities indices, during the specified period, in return for receiving payments equal to a fixed or floating
rate of interest or the total return from the other designated underlying asset(s).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Currency swaps</U>. Currency swaps involve the exchange
of the two parties&rsquo; respective commitments to pay or receive fluctuations with respect to a notional amount of two different currencies
(e.g., an exchange of payments with respect to fluctuations in the value of the U.S. dollar relative to the Japanese yen).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in"><U>Credit default swaps</U>. The Fund may be either the buyer
or seller in a credit default swap transaction. The &ldquo;buyer&rdquo; in a credit default contract is obligated to pay the &ldquo;seller&rdquo;
a periodic stream of payments over the term of the contract provided that no specified credit event with respect to a reference issuer
has occurred. When the Fund acts as a seller of a credit default swap agreement with respect to a debt security, it is</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in">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 buyer 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"> Under current regulatory requirements, the
Fund is required to cover its swaps positions in a manner consistent with the 1940 Act or the rules and SEC interpretations
thereunder in order to limit the risk associated with the use of leverage and other related risks. The Fund&rsquo;s obligations
under a swap agreement settled in cash or on a net basis (other than a credit default swaps for which the Fund is the seller) would
be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty
would be covered by segregating assets determined to be liquid. Obligations under swap agreements so covered would not be viewed as
raising &ldquo;senior securities&rdquo; issues for purposes of the Fund&rsquo;s investment restriction concerning senior securities
and, accordingly, would not treat them as subject to the Fund&rsquo;s borrowing restrictions. For swaps that are not settled in cash
or on a net basis, the Fund will earmark or segregate cash or liquid assets with a value at least equal to the full notional amount
of the swaps (minus any amounts owed to the Fund) or enter into offsetting transactions. For swaps that are settled in cash on a net
basis (other than a credit default swaps for which the Fund is the seller), the Fund may designate or segregate on its records cash
or liquid assets equal to the Fund&rsquo;s next daily marked-to-market net obligations under the swaps, if any, rather than the full
notional amount. Such segregation will ensure that the Fund has assets available to satisfy its obligations with respect to the
transaction and will limit any potential leveraging of the Fund&rsquo;s portfolio. By earmarking or designating assets equal to only
its net obligation under cash-settled swaps, 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 amount of such swaps. However, 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The use of interest rate, total return, currency,
credit default and other swaps is a highly specialized activity which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. If the Sub-Adviser is incorrect in its forecasts of market values, interest rates and
other applicable factors, the investment performance of the Fund would be unfavorably affected.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Credit-Linked Notes. </I>The Fund may invest
in credit-linked notes (&ldquo;CLN&rdquo;) for risk management purposes, including diversification. A CLN may be viewed as a derivative
instrument. It is a synthetic obligation between two or more parties where the payment of principal and/or interest is based on the performance
of some obligation (a reference obligation). In addition to the credit risk of the reference obligations and interest rate risk, the buyer/seller
of the CLN is subject to counterparty risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Futures and Options on Futures. </I>The Fund
may purchase and sell various kinds of financial futures contracts and options thereon to obtain investment exposure and/or to seek to
hedge against changes in interest rates or for other risk management purposes. Futures contracts may be based on various securities and
securities indices. Such transactions involve a risk of loss or depreciation due to adverse changes in prices of the reference securities
or indices, and such losses may exceed the Fund&rsquo;s initial investment in these contracts. The Fund will only purchase or sell futures
contracts or related options in compliance with the rules of the Commodity Futures Trading Commission. Transactions in financial futures
and options on futures involve certain costs. There can be no assurance that the Fund&rsquo;s use of futures contracts will be advantageous.
Financial covenants related to future Fund borrowings may limit use of these transactions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Options. </I>The Fund may purchase or sell
(i.e<I>.</I>, write) options on securities and securities indices or on currencies, which options are listed on a national securities
exchange or in the OTC market, as a means of achieving additional return or of hedging the value of the Fund&rsquo;s portfolio.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund may purchase or write (sell) exchange
traded and OTC options. Writing call options involves giving third parties the right to buy securities from the Fund for a fixed price
at a future date and writing put options involves giving third parties the right to sell securities to the Fund for a fixed price at a
future date. Buying an options contract gives the Fund the right to purchase securities from third parties or gives the Fund the right
to sell</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">securities to third parties for a fixed price at a future date. The
number of call options the Fund can write is limited by the amount of Fund assets that can cover such options, and further limited by
the fact that call options normally represent 100 share lots of the underlying common stock. In addition to options on individual securities,
the Fund may buy and sell put and call options on currencies, baskets of securities or currencies, indices and other instruments. Options
bought or sold by the Fund may be &ldquo;cash settled,&rdquo; meaning that the purchaser of the option has the right to receive a cash
payment from the writer of the option to the extent that the value of the underlying position rises above (in the case of a call) or falls
below (in the case of a put) the exercise price of the option. There can be no assurance that the Fund&rsquo;s use of options will be
successful.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In the case of a call option on a common
stock or other security, the option 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 Investment Adviser (in accordance with procedures
established by the board of trustees of the Fund (the &ldquo;Board of Trustees&rdquo; or the &ldquo;Board&rdquo;)) 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 Investment Adviser as described above.
A put option on a security is &ldquo;covered&rdquo; if the Fund segregates assets determined to be liquid by the Investment 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 assets determined to be
liquid by the Investment Adviser as described above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">If the Fund has written an option, it may terminate
its obligation by effecting a closing purchase transaction. This is accomplished by purchasing an option of the same series as the option
previously written. However, once the Fund has been assigned an exercise notice, the Fund will be unable to effect a closing purchase
transaction. Similarly, if the Fund is the holder of an option it may liquidate its position by effecting a closing sale transaction.
This is accomplished by selling an option of the same series as the option previously purchased. There can be no assurance that either
a closing purchase or sale transaction can be effected when the Fund so desires.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To the extent that the Fund writes covered
call options, the Fund forgoes, during the option&rsquo;s life, the opportunity to profit from increases in the market value of the
security or instrument covering the call option above the sum of the premium and the strike price of the call, but has retained the
risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may
be required to fulfill its obligation as a writer of the option. 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. Thus, the use of options may require the Fund to sell portfolio securities at inopportune times
or for prices other than current market values, may limit the amount of appreciation the Fund can realize on an investment or may
cause the Fund to hold a security that it might otherwise sell.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will not write &ldquo;naked&rdquo;
or uncovered call options. Furthermore, 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 (if exchange-traded). These limitations govern the
maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in
concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other
trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which
the Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the
Investment Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in
excess of these limits, and it may impose certain other sanctions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To the extent that the Fund writes covered put
options, the Fund will bear the risk of loss if the value of the underlying stock declines below the exercise price. If the option is
exercised, the Fund could incur a loss if it is required to purchase the stock underlying the put option at a price greater than the market
price of the stock at the time of exercise. While the Fund&rsquo;s potential gain in writing a covered put option is limited to the interest
earned on the liquid assets securing the put option plus the premium received from the purchaser of the put option, the Fund risks a loss
equal to the entire value of the stock.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund will realize a profit from a closing
transaction if the price of the transaction is less than the premium received from writing the option or is more than the premium paid
to purchase the option; the Fund will realize a loss from a closing transaction if the price of the transaction is more than the premium
received from writing the option or is less than the premium paid to purchase the option. Since call option prices generally reflect increases
in the price of the underlying security or currency, any loss resulting from the repurchase of a call option may also be wholly or partially
offset by unrealized appreciation of the underlying security or currency. Other principal factors affecting the market value of a put
or a call option include supply and demand, interest rates, the current market price and price volatility of the underlying security or
currency and the time remaining until the expiration date. Gains and losses on investments in options depend, in part, on the ability
of the Investment Adviser to predict correctly the effect of these factors. The use of options cannot serve as a complete hedge since
the price movement of securities underlying the options will not necessarily follow the price movements of the portfolio securities subject
to the hedge.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">There are several risks associated with transactions
in options on securities. For example, 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">There can be no assurance that a liquid market
will exist when the Fund seeks to close out an option position. Reasons for the absence of a liquid secondary market on an exchange include
the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular
classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or the Options Clearing Corporation (the &ldquo;OCC&rdquo;) may not at all times be adequate to handle current trading
volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue
the trading of options (or a particular class or series of options). If trading were discontinued, the secondary market on that exchange
(or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the
OCC as a result of trades on that exchange would continue to be exercisable in accordance with their terms. 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. If the Fund were unable to close out a covered call option that it had written on
a security, it would not be able to sell the underlying security unless the option expired without exercise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The hours of trading for options may not conform
to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the
underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options
markets. Call options are marked-to-market daily and their value will be affected by changes in the value of and dividend rates of the
underlying common stocks, an increase in interest rates, changes in the actual or perceived volatility of the stock market and the underlying
common stocks and the remaining time to the options&rsquo; expiration. Additionally, the exercise price of an option may be adjusted downward
before the option&rsquo;s expiration as a result of the occurrence of certain corporate events affecting the underlying equity security,
such as extraordinary dividends, stock splits, merger or other extraordinary distributions or events. A reduction in the exercise price
of an option would reduce the Fund&rsquo;s capital appreciation potential on the underlying security.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">To the extent that the Fund purchases options,
the Fund will be subject to the following additional risks. If a put or call option purchased by the Fund is not sold when it has remaining
value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put),
or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also,
where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of
the put or call option may move more or less than the price of the related security. If restrictions on exercise were imposed, the Fund
might be unable to exercise an option it had purchased. If the Fund were unable to close out an option that it had purchased on a security,
it would have to exercise the option in order to realize any profit or the option may expire worthless.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">An option position may be closed out only on
an exchange that provides a secondary market for an option of the same series or in a private transaction. Although the Fund will generally
purchase or write only those options</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">for which there appears to be an active secondary market, there is
no assurance that a liquid secondary market on an exchange will exist for any particular option. In such event it might not be possible
to effect closing transactions in particular options, so that the Fund would have to exercise its options in order to realize any profit
and would incur brokerage commissions upon the exercise of call options and upon the subsequent disposition of underlying securities for
the exercise of put options. If the Fund, as a covered call option writer, is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the option expires or it delivers the underlying security upon exercise
or otherwise covers the position.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Options on Securities Indices. </I>The Fund
may purchase and sell options on securities indices. One effect of such transactions may be to hedge all or part of the Fund&rsquo;s securities
holdings against a general decline in the securities market or a segment of the securities market. Options on securities indices are similar
to options on stocks except that, rather than the right to take or make delivery of stock at a specified price, an option on a securities
index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the securities index
upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option.
All options written on securities indices must be covered. Often, when the Fund writes an option on a securities index, it will earmark
or segregate cash or liquid securities in an amount at least equal to the market value of the option and will maintain the account while
the option is open or will otherwise cover the transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s successful use of options on
indices depends upon its ability to predict the direction of the market and is subject to various additional risks. The correlation between
movements in the index and the price of the securities being hedged against is imperfect and the risk from imperfect correlation increases
as the composition of the Fund diverges from the composition of the relevant index. Accordingly, a decrease in the value of the securities
being hedged against may not be wholly offset by a gain on the exercise or sale of a securities index put option held by the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Futures Contracts and Options on Futures.
</I>The Fund may, without limit, enter into futures contracts or options on futures contracts. It is anticipated that these investments,
if any, will be made by the Fund primarily for the purpose of hedging against changes in the value of its portfolio securities and in
the value of securities it intends to purchase. Such investments will only be made if they are economically appropriate to the reduction
of risks involved in the management of the Fund. In this regard, the Fund may enter into futures contracts or options on futures for the
purchase or sale of securities indices or other financial instruments including but not limited to U.S. government securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">A &ldquo;sale&rdquo; of a futures contract (or
a &ldquo;short&rdquo; futures position) means the assumption of a contractual obligation to deliver the instrument underlying the contract
at a specified price at a specified future time. A &ldquo;purchase&rdquo; of a futures contract (or a &ldquo;long&rdquo; futures position)
means the assumption of a contractual obligation to acquire the instrument underlying the contract at a specified price at a specified
future time. Certain futures contracts, including stock and bond index futures, are settled on a net cash payment basis rather than by
the sale and delivery of the instrument underlying the futures contracts.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">No consideration will be paid or received by
the Fund upon the purchase or sale of a futures contract. Initially, the Fund will be required to deposit with the broker an amount of
cash or cash equivalents equal to approximately 1% to 10% of the contract amount (this amount is subject to change by the exchange or
board of trade on which the contract is traded and brokers or members of such board of trade may charge a higher amount). This amount
is known as the &ldquo;initial margin&rdquo; and is in the nature of a performance bond or good faith deposit on the contract. Subsequent
payments, known as &ldquo;variation margin,&rdquo; to and from the broker will be made daily as the price of the instrument underlying
the futures contract fluctuates. At any time prior to the expiration of the futures contract, the Fund may elect to close the position
by taking an opposite position, which will operate to terminate its existing position in the contract.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">An option on a futures contract gives the purchaser
the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at a specified time
or times prior to the expiration of the option. Upon exercise of an option, the delivery of the futures position by the writer of the
option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer&rsquo;s futures margin account
attributable to that contract, which represents the amount by which the market price of the futures contract exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price of the option on the futures contract. The potential loss related to the
purchase of an option on futures contracts is limited to the premium paid for the option (plus transaction costs). Because the value of
the option purchased is fixed at the point of sale, there are no daily</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">cash payments by the purchaser to reflect changes in the value of
the underlying contract; however, the value of the option does change daily and that change would be reflected in the net assets of the
Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Futures and options on futures contracts entail
certain risks, including but not limited to the following: no assurance that futures contracts or options on futures contracts can be
offset at favorable prices, possible reduction of the yield of the Fund due to the use of hedging, possible reduction in value of both
the securities hedged and the hedging instrument, possible lack of liquidity due to daily limits on price fluctuations, imperfect correlation
between the contracts and the securities being hedged, losses from investing in futures transactions that are potentially unlimited and
the segregation requirements described below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In the event the Fund sells a put option on a
futures contract or enters into long futures contracts, under current interpretations of regulatory requirements, an amount of cash or liquid securities
equal to the market value of the contract must be deposited and maintained in a segregated account with the custodian of the Fund to collateralize
the positions, in order for the Fund to avoid being treated as having issued a senior security in the amount of its obligations. For short
positions in futures contracts and sales of call options on futures contract, the Fund may establish a segregated account (not with a
futures commission merchant or broker) with cash or liquid securities that, when added to amounts deposited with a futures commission
merchant or a broker as margin, equal the market value of the instruments underlying the futures contracts or call options on futures
contracts, respectively (but are no less than the price of the call option or the market price at which the short positions were established).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The purchase of a call option on a futures contract
is similar in some respects to the purchase of a call option on an individual security. Depending on the pricing of the option compared
to either the price of the futures contract upon which it is based or the price of the underlying instrument, it may or may not be less
risky than ownership of the futures contract or underlying instrument. As with the purchase of futures contracts, when the Fund is not
fully invested it may purchase a call option on a futures contract to hedge against a market advance due to declining interest rates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The purchase of a put option on a futures contract
is similar to the purchase of protective put options on portfolio securities. The Fund may purchase a put option on a futures contract
to hedge the Fund&rsquo;s portfolio against the risk of rising interest rates and consequent reduction in the value of portfolio securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund&rsquo;s ability to establish and close
out positions in futures contracts and options thereon will be subject to the development and maintenance of liquid markets. Although
the Fund generally will purchase or sell only those futures contracts and options thereon for which there appears to be a liquid market,
there is no assurance that a liquid market on an exchange will exist for any particular futures contract or option thereon at any particular
time. In the event no liquid market exists for a particular futures contract or option thereon in which the Fund maintains a position,
it will not be possible to effect a closing transaction in that contract or to do so at a satisfactory price, and the Fund would either
have to make or take delivery under the futures contract or, in the case of a written option, wait to sell the underlying securities until
the option expires or is exercised or, in the case of a purchased option, exercise the option. In the case of a futures contract or an
option thereon that the Fund has written and that the Fund is unable to close, the Fund would be required to maintain margin deposits
on the futures contract or option thereon and to make variation margin payments until the contract is closed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">When the Fund purchases or sells a futures
contract, or sells an option thereon, the Fund is required to &ldquo;cover&rdquo; its position in order to limit the risk associated
with the use of leverage and other related risks under current regulatory requirements. To cover its position, the Fund may earmark or segregate cash or liquid
securities that, when added to any amounts deposited with a futures commission merchant as initial margin, are equal to the market
value of the futures contract or otherwise &ldquo;cover&rdquo; its position in a manner consistent with the 1940 Act or the rules
and SEC interpretations thereunder. If the Fund continues to engage in the described securities trading practices and properly
earmarks or segregates assets, the assets will function as a practical limit on the amount of leverage which the Fund may undertake
and on the potential increase in the speculative character of the Fund. Such practices are intended to assure the availability of
adequate funds to meet the obligations of the Fund arising from such investment activities, although there is no guarantee that they
will function as intended.</P>

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


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Among other ways, the Fund may also cover its
long position in a futures contract by purchasing a put option on the same futures contract with a strike price (i.e., an exercise price)
as high as or higher than the price of the futures contract. In the alternative, if the strike price of the put is less than the price
of the futures contract, the Fund will also earmark or segregate cash or liquid securities equal in value to the difference between the
strike price of the put and the price of the futures contract and that can be exercised on any date or that has the same exercise date
as the expiration date of the futures contract. The Fund may also cover its long position in a futures contract by taking a short position
in the instruments underlying the futures contract (or, in the case of an index futures contract, a portfolio with a volatility substantially
similar to that of the index on which the futures contract is based). The Fund may cover its short position in a futures contract by taking
a long position in the instruments underlying the futures contract. Among other ways, the Fund may cover its sale of a call option on
a futures contract by taking a long position in the underlying futures contract at a price less than or equal to the strike price of the
call option. In the alternative, if the long position in the underlying futures contract is established at a price greater than the strike
price of the written (sold) call, the Fund will earmark or segregate cash or liquid securities equal in value to the difference between
the strike price of the call and the price of the futures contract. The Fund may cover its sale of a put option on a futures contract
by taking a short position in the underlying futures contract at a price greater than or equal to the strike price of the put option,
or, if the short position in the underlying futures contract is established at a price less than the strike price of the written put,
the Fund will earmark or segregate cash or liquid securities equal in value to the difference between the strike price of the put and
the price of the futures contract.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Successful use of futures contracts and options
thereon by the Fund is subject to the ability of the Investment Adviser to predict correctly movements in the direction of interest rates.
If the Investment Adviser&rsquo;s expectations are not met, the Fund will be in a worse position than if a hedging strategy had not been
pursued. For example, if the Fund has hedged against the possibility of an increase in interest rates that would adversely affect the
price of securities in its portfolio and the price of such securities increases instead, the Fund will lose part or all of the benefit
of the increased value of its securities because it will have offsetting losses in its futures positions. In addition, in such situations,
if the Fund has insufficient cash to meet daily variation margin requirements, it may have to sell securities to meet the requirements.
These sales may be, but will not necessarily be, at increased prices which reflect the rising market. The Fund may have to sell securities
at a time when it is disadvantageous to do so.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Interest Rate Futures Contracts and Options
Thereon. </I>The Fund may purchase or sell interest rate futures contracts to take advantage of or to protect the Fund against fluctuations
in interest rates affecting the value of securities that the Fund holds or intends to acquire. For example, if interest rates are expected
to increase, the Fund might sell futures contracts on securities, the values of which historically have a high degree of positive correlation
to the values of the Fund&rsquo;s portfolio securities. Such a sale would have an effect similar to selling an equivalent value of the
Fund&rsquo;s portfolio securities. If interest rates increase, the value of the Fund&rsquo;s portfolio securities will decline, but the
value of the futures contracts to the Fund will increase at approximately an equivalent rate thereby keeping the net asset value of the
Fund from declining as much as it otherwise would have. The Fund could accomplish similar results by selling securities with longer maturities
and investing in securities with shorter maturities when interest rates are expected to increase. However, since the futures market may
be more liquid than the cash market, the use of futures contracts as a risk management technique allows the Fund to maintain a defensive
position without having to sell its portfolio securities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Similarly, the Fund may purchase interest rate
futures contracts when it is expected that interest rates may decline. The purchase of futures contracts for this purpose constitutes
a hedge against increases in the price of securities (caused by declining interest rates) that the Fund intends to acquire. Since fluctuations
in the value of appropriately selected futures contracts should approximate that of the securities that will be purchased, the Fund can
take advantage of the anticipated rise in the cost of the securities without actually buying them. Subsequently, the Fund can make its
intended purchase of the securities in the cash market and currently liquidate its futures position.&rsquo;&rsquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Securities Index Futures Contracts and Options
Thereon. </I>Purchases or sales of securities index futures contracts are used for hedging purposes to attempt to protect the Fund&rsquo;s
current or intended investments from broad fluctuations in stock or bond prices. For example, the Fund may sell securities index futures
contracts in anticipation of or during a market decline to attempt to offset the decrease in market value of the Fund&rsquo;s securities
portfolio that might otherwise result. If such decline occurs, the loss in value of portfolio securities may be offset, in whole or</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">part, by gains on the futures position. When the Fund is not fully
invested in the securities market and anticipates a significant market advance, it may purchase securities index futures contracts in
order to gain rapid market exposure that may, in part or entirely, offset increases in the cost of securities that the Fund intends to
purchase. As such purchases are made, the corresponding positions in securities index futures contracts will be closed out. The Fund may
write put and call options on securities index futures contracts for hedging purposes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Additional Risks of Foreign Options, Futures
Contracts and Options on Futures Contracts and Forward Contracts. </I>Options, futures contracts and options thereon and forward contracts
on securities may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the
United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting
trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign
political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions,
(iii) delays in the Fund&rsquo;s ability to act upon economic events occurring in the foreign markets during non-business hours in the
United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United
States and (v) lesser trading volume.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Exchanges on which options, futures and options
on futures are traded may impose limits on the positions that the Fund may take in certain circumstances.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Legislation and Regulation Risk Related to
Derivative Instruments. </I>The laws and regulations that apply to derivatives (e.g., swaps, futures, etc.) and persons who use them (including
the Fund, Adviser and others) are rapidly changing in the U.S. and abroad. As a result, restrictions and additional regulations may be
imposed on these parties, trading restrictions may be adopted and additional trading costs are possible. The impact of these changes on
the Fund and its investment strategies is not yet fully ascertainable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In particular, the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the &ldquo;Dodd-Frank Act&rdquo;), was signed into law in July 2010. Title VII of the Dodd-Frank
Act sets forth a new legislative framework for &ldquo;OTC&rdquo; derivatives, including financial instruments, such as swaps, in
which the Fund may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market, grants significant new
authority to the &ldquo;CFTC&rdquo;, the SEC and other regulators, to regulate OTC derivatives (&ldquo;swaps&rdquo; and
&ldquo;security-based swaps&rdquo;) and market participants, and requires clearing and exchange trading of many OTC derivatives
transactions. At present, most interest rate swaps and credit default index swaps are subject to mandatory clearing in the U.S.
Additionally, the Fund is typically required to post, and collect, variation margin on OTC derivatives subject to uncleared margin
regulations under the Title VII regime.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Provisions in the Dodd-Frank Act also include
new capital and margin requirements and the mandatory use of clearinghouse mechanisms for any exchange trading of many OTC derivative
transactions. The CFTC, SEC and other federal regulators have been tasked with developing the rules and regulations enacting the provisions
of the Dodd-Frank Act. Because there is a prescribed phase-in period during which most of the mandated rulemaking and regulations are
being implemented, it is not possible at this time to gauge the final nature and scope of the impact of the Dodd-Frank Act on the Fund.
However, swap dealers, major market participants and swap counterparties are experiencing additional regulations, requirements, compliance
burdens and associated costs, certain of which may be passed on to counterparties, such as the Fund. The Fund may also be required to
comply indirectly with equivalent European regulation, the European Market Infrastructure Regulation (&ldquo;EMIR&rdquo;), to the extent
that it executes derivative transactions with counterparties subject to such regulation. EMIR establishes certain requirements for OTC
derivatives contracts, including mandatory clearing obligations, bilateral risk management requirements and reporting requirements. Although
it is not yet possible to predict the final impact, if any, of EMIR on the Fund and its investment strategies the Fund may experience
additional expense passed on by counterparties.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">These, and other, regulatory changes may negatively
impact the Fund&rsquo;s ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Financial CHOICE Act, which was passed by
the U.S. House of Representatives in June 2017, would, if enacted, roll back parts of the Dodd-Frank Act. There can be no assurance that
such legislation or regulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to utilize
certain derivatives transactions or achieve its investment objective.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Investment Adviser has filed with the National
Futures Association a notice of eligibility claiming an exclusion from the definition of &ldquo;commodity pool operator&rdquo; (&ldquo;CPO&rdquo;)
under CFTC Rule 4.5 under the Commodity Exchange Act, as amended (the &ldquo;CEA&rdquo;), with respect to the Fund&rsquo;s operation.
Accordingly, the Fund and the Investment Adviser with respect to the Fund are not subject to registration or regulation as a commodity
pool or CPO. Changes to the Fund&rsquo;s investment strategies or investments may cause the Fund to lose the benefits of the exclusion
under CFTC Rule 4.5 under the CEA and may trigger additional CFTC regulation. If the Fund becomes subject to CFTC regulation, the Fund
or the Investment Adviser may incur additional expenses.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Regulatory requirements, even if not directly
applicable to the Fund, including capital requirements, changes to the CFTC speculative position limits regime and mandatory clearing,
exchange trading and margin requirements may increase the cost of the Fund&rsquo;s investments and cost of doing business, which could
adversely affect investors.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Consistent with applicable regulatory requirements
and the Fund&rsquo;s investment restrictions, the Fund may lend its portfolio securities to securities broker-dealers or financial institutions,
provided that such loans are callable at any time by the Fund (subject to notice provisions described below), and are at all times secured
by cash or cash equivalents, which are maintained in a segregated account pursuant to applicable regulations and that are at least equal
to the market value, determined daily, of the loaned securities. The advantage of such loans is that the Fund continues to receive the
income on the loaned securities while at the same time earns interest on the cash amounts deposited as collateral, which will be invested
in short-term obligations. The Fund will not lend its portfolio securities if such loans are not permitted by the laws or regulations
of any state in which its shares are qualified for sale. The Fund&rsquo;s loans of portfolio securities will be collateralized in accordance
with applicable regulatory requirements and no loan will cause the value of all loaned securities to exceed 33% of the value of the Fund&rsquo;s
total assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">A loan may generally be terminated by the borrower
on one business day notice, or by the Fund on five business days&rsquo; notice. If the borrower fails to deliver the loaned securities
within five days after receipt of notice, the Fund could use the collateral to replace the securities while holding the borrower liable
for any excess of replacement cost over collateral. As with any extensions of credit, there are risks of delay in recovery and in some
cases even loss of rights in the collateral should the borrower of the securities fail financially. However, these loans of portfolio
securities will only be made to firms deemed by the Fund&rsquo;s management to be creditworthy and when the income that can be earned
from such loans justifies the attendant risks. The Board of Trustees will oversee the creditworthiness of the contracting parties on an
ongoing basis. Upon termination of the loan, the borrower is required to return the securities to the Fund. Any gain or loss in the market
price during the loan period would inure to the Fund. The risks associated with loans of portfolio securities are substantially similar
to those associated with repurchase agreements. Thus, if the counterparty 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. When voting or consent rights
that accompany loaned securities pass to the borrower, the Fund will follow the policy of calling the loaned securities, to be delivered
within one day after notice, to permit the exercise of such rights if the matters involved would have a material effect on the Fund&rsquo;s
investment in such loaned securities. The Fund will pay reasonable finder&rsquo;s, administrative and custodial fees in connection with
a loan of its securities.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center; text-indent: 0in">Investment
Restrictions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund operates under the following restrictions
that constitute fundamental policies that, except as otherwise noted, cannot be changed without the affirmative vote of the holders of
a majority of the outstanding voting securities of the Fund voting together as a single class, which is defined by the 1940 Act as the
lesser of (i) 67% or more of the Fund&rsquo;s voting securities present at a meeting, if the holders of more than 50% of the Fund&rsquo;s
outstanding voting securities are present or represented by proxy; or (ii) more than 50% of the Fund&rsquo;s outstanding voting securities.
Except as otherwise noted, all percentage limitations set forth below 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. These restrictions provide
that the Fund shall not:</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">1. Issue senior securities nor borrow money,
except the Fund may issue senior securities or borrow money to the extent permitted by applicable law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">2. Act as an underwriter of securities issued
by others, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter
under applicable securities laws.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">3. Invest in any security if, as a result, 25%
or more of the value of the Fund&rsquo;s total assets, taken at market value at the time of each investment, are in the securities of
issuers in any particular industry, except that this policy shall not apply to securities issued or guaranteed by the U.S. government
and its agencies and instrumentalities or tax-exempt securities of state and municipal governments or their political subdivisions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">4. Purchase or sell real estate except that the
Fund may: (a) acquire or lease office space for its own use, (b) invest in securities of issuers that invest in real estate or interests
therein or that are engaged in or operate in the real estate industry, (c) invest in securities that are secured by real estate or interests
therein, (d) purchase and sell mortgage-related securities, (e) hold and sell real estate acquired by the Fund as a result of the ownership
of securities and (f) as otherwise permitted by applicable law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">5. Purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Fund from
purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any
other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted
by applicable law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">6. Make loans of money or property to any person,
except (a) to the extent that securities or interests in which the Fund may invest are considered to be loans, (b) through the loan of
portfolio securities in an amount up to 33% of the Fund&rsquo;s total assets, (c) by engaging in repurchase agreements or (d) as may otherwise
be permitted by applicable law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund is a diversified, closed-end management
investment company and will not invest in a manner inconsistent with its classification as a &ldquo;diversified company&rdquo; as provided
by the 1940 Act, the rules and regulations promulgated by the SEC under the 1940 Act or an exemption or other relief applicable to the
Fund from provisions of the 1940 Act. Under the 1940 Act, a &ldquo;diversified company&rdquo; may not with respect to 75% of its total
assets, invest more than 5% of the value of its total assets in the securities of any single issuer or purchase more than 10% of the outstanding
securities of any one issuer. The Fund&rsquo;s classification as a diversified management investment company cannot be changed without
the affirmative vote of the holders of a majority of the outstanding voting securities of the Fund voting together as a single class.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">For purposes of applying the limitation set forth
in subparagraph (3) above to securities that have a security interest or other collateral claim on specified underlying collateral (such
as asset-backed securities, mortgage-backed securities and collateralized debt and loan obligations) the Fund will determine the industry
classifications of such investments based on the Sub-Adviser&rsquo;s evaluation of the risks associated with the collateral underlying
such investments.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center; text-indent: 0in">Management
of the Fund</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Oversight of the management and affairs of the
Fund, including general supervision of the duties performed by the Adviser and Sub-Adviser under the Advisory Agreement and Sub-Advisory
Agreement, respectively, is the responsibility of the Board. Among other things, the Board considers the approval of contracts, described
herein, under which certain companies provide essential management and administrative services to the Fund. Once the contracts are approved,
the Board monitors the level and quality of services. Annually, the Board evaluates the services received under the contracts by receiving
reports covering, among other things, investment performance, administrative services, competitiveness of fees and the Adviser&rsquo;s
profitability.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Board currently has 7 Trustees, 6 of whom
have no affiliation or business connection with the Adviser or any of its affiliated persons. Each such Trustee does not own, nor do any
of his or her immediate family members own, any stock or other securities issued by the Adviser, a principal underwriter of the Fund or
a person (other than a registered investment company, if applicable) directly or indirectly controlling, controlled by, or under common
control with the Adviser or principal underwriter as of December 31, 2020. Also, each such Trustee is not an &ldquo;interested person&rdquo;
(as defined in Section 2(a) (19) of the 1940 Act) of the Fund (each, an &ldquo;Independent Trustee&rdquo; and, collectively, the &ldquo;Independent
Trustees&rdquo;). Ms. Amy J. Lee is an &ldquo;interested person&rdquo; (as defined in Section 2(a)(19) of the 1940 Act) of the Trust (an
&ldquo;Interested Trustee&rdquo;), because of her position with parent of the Adviser.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Trustees are divided into two classes. Each
Trustee elected holds office until his or her successor shall have been elected and shall have qualified. After a Trustee&rsquo;s initial
term, each Trustee is expected to serve a two year term concurrent with the class of Trustees for which he or she serves. The following
is a list of the names, business addresses, dates of birth, present positions with the Fund, length of time served with the Fund, principal
occupations during the past five years and other directorships held by each Trustee during the past five years.</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 STYLE="border-bottom: black 1.5pt solid"><FONT STYLE="font-size: 10pt"><B>Name, Business Address and Year of Birth*</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><FONT STYLE="font-size: 10pt"><B>Position(s) Held with the Fund
    </B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><FONT STYLE="font-size: 10pt"><B>Term of Office and Length of Time
    Served**</B></FONT></TD>
    <TD COLSPAN="2" STYLE="border-bottom: black 1.5pt solid; text-align: center"><FONT STYLE="font-size: 10pt"><B>Principal Occupation(s)
    During Past Five Years </B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><FONT STYLE="font-size: 10pt"><B>Number of Portfolios in Fund Complex
    Overseen</B></FONT></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: left"><FONT STYLE="font-size: 10pt"><B>Other Directorships Held by
    Trustees During the Past Five Years***</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="7"><FONT STYLE="font-size: 10pt"><B>INDEPENDENT TRUSTEES:</B></FONT></TD></TR>
  <TR>
    <TD ROWSPAN="11" STYLE="vertical-align: top"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT>Randall
C. Barnes</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(1951)</FONT></P></TD>
    <TD ROWSPAN="12" STYLE="text-align: left; vertical-align: top"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Trustee
and</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Chair of the Valuation Oversight Committee</FONT></P></TD>
    <TD ROWSPAN="12" STYLE="text-align: left; vertical-align: top"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt"></FONT>Since</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1.05pt"><FONT STYLE="font-size: 10pt">2007</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1.05pt"><FONT STYLE="font-size: 10pt">(Trustee)</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1.05pt"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1.05pt"><FONT STYLE="font-size: 10pt">Since 2020 (Chairman</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1.05pt"><FONT STYLE="font-size: 10pt">the</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1.05pt"><FONT STYLE="font-size: 10pt">Valuation Oversight Committee)&nbsp;</FONT></P></TD>
    <TD COLSPAN="2" ROWSPAN="3" STYLE="text-align: left; vertical-align: top"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current: Private Investor</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(2001-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: Senior Vice President</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">and Treasurer, PepsiCo, Inc.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">(1993-1997); President, Pizza</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Senior Vice President,&nbsp;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Strategic Planning and New&nbsp;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Business Development,&nbsp;&nbsp;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">PepsiCo, Inc. (1987-1990).</P></TD>
    <TD STYLE="vertical-align: bottom; text-align: center"><FONT STYLE="font-size: 10pt">157</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">Current: Advent Convertible and Income Fund (2005 &ndash; present);
    Purpose</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">Investments Funds</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">(2013-present).</FONT></P>
        <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
        <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Former: Managed Duration</FONT></P>
        <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Investment Grade&nbsp;</FONT></P>
        <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Municipal Fund</FONT></P>
        <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">(2003-2016).&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2" ROWSPAN="2"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"></FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"></FONT></P></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD ROWSPAN="4"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"></FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"></FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"></FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"></FONT></P></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Angela Brock-Kyle</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(1959)</FONT></P></TD>
    <TD><FONT STYLE="font-size: 10pt">Trustee</FONT></TD>
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Since</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">2019</FONT></P></TD>
    <TD COLSPAN="2"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current: Found and Chief Executive Officer,
    B.O.A.R.D.S. (2013-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: Senior Leader TIAA (1987-2012).</FONT></P></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">156</FONT></TD>
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current: Bowhead Insurance GP, LLC (2020-present);
    Hunt Companies, Inc. (2019-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: Infinity Property &amp; Casualty
    Corp. (2014-2018).</FONT></P></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Thomas F. Lydon, Jr.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(1960)</FONT></P></TD>
    <TD><FONT STYLE="font-size: 10pt">Trustee and Chair of the Contracts Review Committee</FONT></TD>
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">Since</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">2019</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt"></FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">(Trustee)</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt">&nbsp;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">Since 2020 (Chairman the Contracts Review Committee)&nbsp;</FONT></P></TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 10pt">Current: President, Global Trends Investments (1996-present); Co-Chief Executive Officer,
    ETF Flows, LLC (2019-present); Chief Executive Officer, Lydon Media (2016-present).</FONT></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">156</FONT></TD>
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current: US Global Investors, Inc. (GROW)
    (1995-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: Harvest Volatility Edge Trust
    (3) (2017-2019).</FONT></P></TD></TR>
  <TR>
    <TD STYLE="width: 17%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 13%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 11%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 26%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 1%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 10%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</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>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: left; vertical-align: bottom; width: 17%"><FONT STYLE="font-size: 10pt"><B>Name, Business Address and Year of Birth*</B></FONT></TD>
    <TD STYLE="text-align: center; border-bottom: Black 1pt solid; vertical-align: bottom; width: 11%"><FONT STYLE="font-size: 10pt"><B>Position(s) Held with the Fund
    </B></FONT></TD>
    <TD STYLE="text-align: center; border-bottom: Black 1pt solid; vertical-align: bottom; width: 13%"><FONT STYLE="font-size: 10pt"><B>Term of Office and Length of Time
    Served**</B></FONT></TD>
    <TD STYLE="text-align: center; border-bottom: Black 1pt solid; vertical-align: bottom; width: 27%"><FONT STYLE="font-size: 10pt"><B>Principal Occupation(s)
    During Past Five Years </B></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; vertical-align: bottom; text-align: center; width: 10%">&nbsp;<FONT STYLE="font-size: 10pt"><B>Number of Portfolios in Fund Complex Overseen</B></FONT> </TD>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: left; vertical-align: bottom; width: 22%"><FONT STYLE="font-size: 10pt"><B>Other Directorships Held by Trustees***</B></FONT></TD></TR>
</TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: top; width: 17%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Ronald
                                            A. Nyberg</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(1953)</FONT></P></TD>
    <TD STYLE="vertical-align: top; width: 11%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Trustee
                                            and</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Chair of the</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Nominating</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">And Governance</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Committee</FONT></P></TD>
    <TD STYLE="text-align: left; vertical-align: top; width: 13%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">Since</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">2007</FONT></P></TD>
    <TD STYLE="vertical-align: top; width: 27%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current:
                                            Of Counsel (formerly partner), Momkus</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">LLP (2016-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: Partner, Nyberg &amp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Cassioppi, LLC (2000-2016);</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Executive Vice President,</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">General Counsel, and</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Corporate Secretary, Van</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Kampen Investments</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(1982-1999)</FONT></P></TD>
    <TD STYLE="vertical-align: top; width: 10%; text-align: center"><FONT STYLE="font-size: 10pt">157</FONT></TD>
    <TD STYLE="vertical-align: bottom; width: 22%"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current:
                                            Advent Convertible and Income Fund (2004 &ndash; present); PPM Funds (2)</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(2018-present);</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Edward-Elmhurst</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Healthcare System (2012-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: Western Asset</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Inflation-Linked</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Opportunities &amp; Income Fund
    (2004-2020); Western Asset</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Inflation-Linked Income</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Fund (2003-2020);</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Managed Duration</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Investment Grade</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Municipal Fund</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(2003-2016).</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><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Sandra G. Sponem</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">(1958)</FONT></P></TD>
    <TD><FONT STYLE="font-size: 10pt">Trustee and Chair of the Audit Committee</FONT></TD>
    <TD STYLE="vertical-align: top; text-align: left; text-indent: 1pt"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Since 2019</FONT></P>
                                                     <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">&nbsp;(Trustee)</FONT></P>
                                                     <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
                                                     <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Since
2020</FONT></P>
                                                     <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">(Chair of</FONT></P>
                                                     <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">the Audit Committee)&nbsp;</FONT></P></TD>
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current: Retired.</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: Senior Vice President and Chief
    Financial Officer, M.A. Mortenson-Companies, Inc. (2007-2017).</FONT></P></TD>
    <TD STYLE="text-align: center"><FONT STYLE="font-size: 10pt">156</FONT></TD>
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current: SPDR Series Trust (81)
        (2018-present); SPDR Index Shares Funds (30) (2018-present); and SSGA Active Trust (14) (2018-present)</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: SSGA Master Trust (1) (2018-2020)&nbsp;</FONT></P></TD></TR>
  </TABLE>

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



<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="text-align: left; font-family: Times New Roman, Times, Serif; vertical-align: top; width: 17%"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Ronald
                                            E. Toupin Jr.</FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">(1958)</FONT></P></TD>
    <TD STYLE="text-align: left; font-family: Times New Roman, Times, Serif; vertical-align: top; width: 11%"><FONT STYLE="font-size: 10pt">Trustee,
    Chair of the Board and Chair of the Executive Committee</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: top; text-align: left; width: 13%"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Since</FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">2007</FONT></P></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle; width: 27%"><FONT STYLE="font-size: 10pt">Current:
    Portfolio Consultant (2010-present); Member, Governing Council, Independent Directors Council (2013-present); Governor, Board of
    Governors, Investment Company Institute (2018-present).</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: top; text-align: center; width: 10%"><FONT STYLE="font-size: 10pt">156</FONT></TD>
    <TD STYLE="text-align: left; font-family: Times New Roman, Times, Serif; vertical-align: top; width: 22%"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Former: Western Asset</FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Inflation-Linked
    Opportunities &amp; Income Fund )(2004-2020); Western Asset Inflation-Linked Income Fund (2003-2020); Managed
    Duration Investment Grade Municipal Fund (2003-2016).</FONT></P></TD></TR>
  <TR>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: top; text-align: left"></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle"></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: top; text-align: center"></TD>
    <TD STYLE="text-align: left; font-family: Times New Roman, Times, Serif; vertical-align: top"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt"></FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Former: Member, Executive</FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
                                                                                <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Committee, Independent Directors Council (2016-2018);
    Vice President, Manager and Portfolio Manager, Nuveen Asset Management (1998-1999);
    Vice President, Nuveen Investment Advisory
    Corp. (1992-1999); Vice President and Manager, Nuveen
    Unit Investment Trusts (1991-1999);
    and Assistant Vice President and Portfolio Manager, Nuveen Unit</FONT></P></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: left; font-family: Times New Roman, Times, Serif; vertical-align: top"><FONT STYLE="font-size: 10pt"></FONT></TD></TR>
  <TR>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: center; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: left; font-family: Times New Roman, Times, Serif; vertical-align: top"><FONT STYLE="font-size: 10pt"></FONT></TD></TR>
  <TR>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: center; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: center; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: center; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: center; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: center; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle"><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  </TABLE>


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

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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>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: left; vertical-align: bottom; width: 17%"><FONT STYLE="font-size: 10pt"><B>Name, Business Address and Year of Birth*</B></FONT></TD>
    <TD STYLE="text-align: center; border-bottom: Black 1pt solid; vertical-align: bottom; width: 11%"><FONT STYLE="font-size: 10pt"><B>Position(s) Held with the Fund
    </B></FONT></TD>
    <TD STYLE="text-align: center; border-bottom: Black 1pt solid; vertical-align: bottom; width: 13%"><FONT STYLE="font-size: 10pt"><B>Term of Office and Length of Time
    Served**</B></FONT></TD>
    <TD STYLE="text-align: center; border-bottom: Black 1pt solid; vertical-align: bottom; width: 27%"><FONT STYLE="font-size: 10pt"><B>Principal Occupation(s)
    During Past Five Years </B></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; vertical-align: bottom; text-align: center; width: 10%">&nbsp;<FONT STYLE="font-size: 10pt"><B>Number of Portfolios in Fund Complex Overseen</B></FONT> </TD>
    <TD STYLE="border-bottom: Black 1pt solid; text-align: left; vertical-align: bottom; width: 22%"><FONT STYLE="font-size: 10pt"><B>Other Directorships Held by Trustees***</B></FONT></TD></TR>
</TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 17%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom; width: 11%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom; width: 13%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle; width: 27%"><FONT STYLE="font-size: 10pt">Investment
    Trusts</FONT></TD>
    <TD STYLE="vertical-align: bottom; width: 10%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top; width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle"><FONT STYLE="font-size: 10pt">(1988-1999), each of
    John</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="font-family: Times New Roman, Times, Serif; vertical-align: middle"><FONT STYLE="font-size: 10pt">Nuveen &amp; Co., Inc.
    (1982-1999).</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  </TABLE>
<P STYLE="margin: 0"></P>


<P STYLE="margin: 0"><B>INTERESTED TRUSTEE</B></P>


<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="text-align: left; vertical-align: top"><P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">Amy J. Lee****</FONT></P>
                                                      <P STYLE="margin-top: 0; margin-bottom: 0"><FONT STYLE="font-size: 10pt">(1961)</FONT></P></TD>
    <TD STYLE="vertical-align: bottom"><FONT STYLE="font-size: 10pt">Trustee, Vice President and Chief Legal Officer</FONT></TD>
    <TD ROWSPAN="9" STYLE="vertical-align: top"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">Since</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">2018</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">(Trustee)</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">Since 2014</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">(Chief
    Legal Officer)</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 1pt"><FONT STYLE="font-size: 10pt">Since 2012 (Vice President)</FONT></P></TD>
    <TD ROWSPAN="12" STYLE="vertical-align: top"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Current:
                                            Interested Trustee,</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">certain other funds in the</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.05pt"><FONT STYLE="font-size: 10pt">Fund Complex (2018-</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">present); Chief Legal Officer, certain
other funds in the Fund Complex (2014-present); Vice President, certain other funds in the Fund Complex (2007-present); Senior Managing
Director, Guggenheim Investments (2012-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt">Former: President and Chief Executive Officer, certain other funds in the Fund
Complex (2017-2019); Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and
Security Benefit Corporation (2004-2012).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"></FONT></P></TD>
    <TD STYLE="vertical-align: top; text-align: center"><FONT STYLE="font-size: 10pt">157</FONT></TD>
    <TD STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 10pt">None.</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: left; vertical-align: top"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 10pt"></FONT></P></TD>
    <TD><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt"></FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  <TR>
    <TD STYLE="width: 17%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 11%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 13%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 27%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 10%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 22%"><FONT STYLE="font-size: 10pt">&nbsp;</FONT></TD></TR>
  </TABLE>
<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;&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">*</TD><TD>The business address of each Trustee of the Fund is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, Illinois 60606.</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">**</TD><TD>Each Trustee elected shall hold office until his or her successor shall have been elected and shall have qualified. After a
                                                          Trustee&rsquo;s initial term, each Trustee is expected to serve a two year term concurrent with the class of Trustees for which he
                                                          or she serves:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.4in; text-indent: 0in">&bull; Mr. Barnes and Mses. Lee and Brock-Kyle
are Class I Trustees. Class I Trustees are expected to stand for re-election at the Fund&rsquo;s annual meeting of shareholders for the
fiscal year ending May 31, 2022.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.4in; text-indent: 0in">&bull; Messrs. Nyberg, Lydon, Jr,
Toupin, Jr. and Ms. Sponem are Class II Trustees. Class II Trustees are expected to stand for re-election at the Fund&rsquo;s annual meeting
of shareholders for the fiscal year ending May 31, 2023.</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>Each Trustee also serves on the boards of trustees of Guggenheim Funds Trust, Guggenheim Variable Funds Trust, Guggenheim Strategy
Funds Trust, Fiduciary/Claymore Energy Infrastructure Fund, Guggenheim</TD></TR></TABLE>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.4in">Taxable Municipal Bond &amp; Investment Grade Debt Trust, Guggenheim
Enhanced Equity Income Fund, Guggenheim Energy &amp; Income Fund, Guggenheim Credit Allocation Fund, Rydex Series Funds, Rydex Dynamic
Funds, Rydex Variable Funds and Transparent Value Trust. Messrs. Barnes and Nyberg also serve on the board of trustees of Advent Convertible
&amp; Income Fund. Together with the Fund, these funds are referred to as the &ldquo;Fund Complex.&rdquo; Figures provided in parentheses
after the name of a fund complex indicate the number of funds overseen in that complex.</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>This Trustee is deemed to be an &ldquo;interested person&rdquo; of the Fund under the 1940 Act by reason of her position with the
Fund&rsquo;s Investment Adviser and/or the parent of the Investment Adviser.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.4in; text-indent: -0.4in">&nbsp;</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Trustees were selected to serve on the Board
based upon their skills, experience, judgment, analytical ability, diligence, ability to work effectively with other Trustees, availability
and commitment to attend meetings and perform the responsibilities of a Trustee and a willingness to take an independent and questioning
view of management.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following is a summary of the experience,
qualifications, attributes and skills of each Trustee that support the conclusion, as of the date of this SAI, that each Trustee should
serve as a Trustee in light of the Fund&rsquo;s business and structure. References to the qualifications, attributes and skills of Trustees
do not constitute the holding out of any Trustee as being an expert under Section 7 of the 1933 Act or the rules and regulations of the
SEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Randall C. Barnes. </I>Mr. Barnes has served
as a trustee of certain funds in the Fund Complex since 2004. Through his service as a Trustee of the Fund and a trustee of other funds
in the Fund Complex, his service as Chair of the Valuation Oversight Committee, his service on other registered investment company boards,
prior employment experience as President of Pizza Hut International and as Treasurer of PepsiCo, Inc. and his personal investment experience,
Mr. Barnes is experienced in financial, accounting, regulatory and investment matters.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Angela Brock-Kyle. </I>Ms. Brock-Kyle
has served as a trustee of certain funds in the Fund Complex since 2016. Through her service as a Trustee of the Fund and a trustee
of other funds in the Fund Complex, prior employment experience, including at TIAA where she spent 25 years in leadership roles, and
her experience serving on the boards of public, private and non-profit organizations, including service as Audit Committee Chair and
as a member of governance and nominating committees, Ms. Brock-Kyle is experienced in financial, accounting, governance and
investment matters.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Amy J. Lee. </I>Ms. Lee has served as a
trustee of certain funds in the Fund Complex since 2018. Through her service as a Trustee of the Fund and a trustee of other funds
in the Fund Complex, her service as Chief Legal Officer of the Fund Complex, her service as Senior Managing Director of
Guggenheim Investments, as well as her prior experience as Associate General Counsel, Vice President and Assistant Secretary of
Security Benefit Corporation, Ms. Lee is experienced in financial, legal, regulatory and governance matters.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Thomas F. Lydon, Jr. </I>Mr. Lydon has
served as a trustee of certain funds in the Fund Complex since 2005. Through his service as a Trustee of the Fund and a trustee of
other funds in the Fund Complex, his service as Chair of the Contracts Review Committee, his experience as President of Global
Trends Investments, a registered investment adviser, his service on the board of U.S. Global Investors, Inc. (GROW), an investment
adviser and transfer agent, as well as his prior service on another registered investment company board and his authorship and
editorial experience regarding exchange-traded funds, Mr. Lydon is experienced in financial, investment and governance matters.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Ronald A. Nyberg. </I>Mr. Nyberg has served
as a trustee of certain funds in the Fund Complex since 2003. Through his service as a Trustee of the Fund and a trustee of other funds
in the Fund Complex, as well as Chair of the Nominating &amp; Governance Committee, his service on other registered investment company
boards, his professional training and experience as an attorney and his former experience as partner of the law firm, Momkus LLC, and
Nyberg &amp; Cassioppi, LLC, and Executive Vice President and General Counsel of Van Kampen Investments, an asset management firm, Mr.
Nyberg is experienced in financial, regulatory and governance matters.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Sandra G. Sponem. </I>Ms. Sponem has
served as a trustee of certain funds in the Fund Complex since 2016. Through her service as a Trustee of the Fund and a trustee of
other funds in the Fund Complex, her service as Chair of the Audit Committee, her service on other registered investment company
boards, her prior employment experience, including as Chief Financial Officer of Piper Jaffray Companies, Inc. (now Piper Sandler
Companies) and its predecessor, U.S.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Bancorp Piper Jaffray, Inc., and as Senior Vice President and Chief
Financial Officer of M.A. Mortenson Company, a construction and real estate development company, her Certified Public Accountant designation
and previously held securities licenses and extensive knowledge of accounting and finance and the financial services industry, Ms. Sponem
is experienced in accounting, financial, governance and investment matters. The Board has determined that Ms. Sponem is an &ldquo;audit
committee financial expert&rdquo; as defined by the SEC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Ronald E. Toupin, Jr. </I>Mr. Toupin has served
as a trustee of certain funds in the Fund Complex since 2003. Mr. Toupin currently serves on the Governing Council of the Independent
Directors Council (IDC) of the Investment Company Institute (ICI) and on the Board of Governors of the ICI. Through his service as a Trustee
and a trustee of other funds in the Fund Complex, as well as the Independent Chair of the Board, his prior service on other registered
investment company boards, and his professional training and prior employment experience, including Vice President and Portfolio Manager
for Nuveen Asset Management, an asset management firm, Mr. Toupin is experienced in financial, regulatory and investment matters.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Each Trustee also has considerable
familiarity with the Fund, the Fund&rsquo;s investment advisers and other service providers, and their operations, as well as the
special regulatory requirements governing registered investment companies and the special responsibilities of investment company
trustees as a result of his/her substantial prior service as a Trustee of the Fund and/or other funds in the Fund Complex, or with
respect to Ms. Lee, her extensive experience in the financial industry, including her experience with the parent of the investment
advisers of the funds of the Fund Complex.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The following information relates to the executive
officers of the Fund who are not Trustees. The Fund&rsquo;s officers receive no compensation from the Fund but may also be officers or
employees of the Investment Adviser, the Sub-Adviser or affiliates of the Investment Adviser or the Sub-Adviser and may receive compensation
in such capacities.</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: 17%"><B>Name, Business</B></TD>
    <TD STYLE="width: 21%">&nbsp;</TD>
    <TD STYLE="width: 22%"><B>Term of Office<FONT STYLE="font-size: 10pt"><SUP>(2)</SUP></FONT> and</B></TD>
    <TD STYLE="width: 40%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><B>Address<FONT STYLE="font-size: 10pt"><SUP>(1)</SUP></FONT> and</B></TD>
    <TD><B>Position(s) held</B></TD>
    <TD><B>Length of Time</B></TD>
    <TD><B>Principal Occupation</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Year of Birth</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>with the Trust</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Served</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>During the Past Five Years</B></TD></TR>
  <TR>
    <TD COLSPAN="4">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Brian E. Binder</TD>
    <TD>President and</TD>
    <TD>Since 2018</TD>
    <TD ROWSPAN="9"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 8pt">Current: President and Chief Executive
    Officer, certain other funds in the Fund Complex (2018-present); President, Chief Executive Officer and Chairman of the Board of
    Managers, Guggenheim Funds Investment Advisors, LLC (2018-present); President and Chief Executive Officer, Security Investors, LLC
    (2018-present); Board Member of Guggenheim Partners Fund Management (Europe) Limited (2018-present); Senior Managing Director and
    Chief Administrative Officer, Guggenheim Investments (2018-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Year of Birth: 1972</TD>
    <TD>Chief Executive</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>Officer</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD ROWSPAN="5" STYLE="vertical-align: top">Former: Managing Director and President, Deutsche Funds, and Head of US Product, Trading and Fund Administration, Deutsche Asset Management (2013-2018); Managing Director, Head of Business Management and Consulting, Invesco Ltd. (2010-2012).</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>Bryan Stone<BR>
Year of Birth: 1979</TD>
    <TD>Vice President</TD>
    <TD>Since 2014</TD>
    <TD COLSPAN="2"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 8pt">Current: Vice President,
certain other funds in the Fund Complex (2014-present); Managing Director, Guggenheim Investments (2013-present).</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: bottom">
    <TD STYLE="width: 17%"><B>Name, Business</B></TD>
    <TD STYLE="width: 21%">&nbsp;</TD>
    <TD STYLE="width: 22%"><B>Term of Office<FONT STYLE="font-size: 10pt"><SUP>(2)</SUP></FONT> and</B></TD>
    <TD STYLE="width: 40%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD><B>Address<FONT STYLE="font-size: 10pt"><SUP>(1)</SUP></FONT> and</B></TD>
    <TD><B>Position(s) held</B></TD>
    <TD><B>Length of Time</B></TD>
    <TD><B>Principal Occupation</B></TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Year of Birth</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>with the Trust</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Served</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>During the Past Five Years</B></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> </TD>
    <TD></TD>
    <TD></TD>
    <TD COLSPAN="2"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 5pt 6pt"><FONT STYLE="font-size: 8pt">Former: Senior
Vice President, Neuberger Berman Group LLC (2009-2013); Vice President, Morgan Stanley (2002-2009).</FONT></P></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>Joanna M. Catalucci<BR>
Year of Birth: 1966</TD>
    <TD>Chief Compliance Officer </TD>
    <TD>Since 2012</TD>
    <TD COLSPAN="2"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 5pt 6pt"><FONT STYLE="font-size: 8pt">Current: Chief Compliance Officer,
    certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments (2014-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 5pt"><FONT STYLE="font-size: 8pt">Former: Anti-Money Laundering Compliance
    Officer, certain funds in the Fund Complex (2016-2017); Chief Compliance Officer and Secretary, certain other funds in the Fund Complex
    (2008-2012); Senior Vice President &amp; Chief Compliance Officer, Security Investors, LLC and certain affiliates (2010-2012); Chief
    Compliance Officer and Senior Vice President, Rydex Advisers, LLC and certain affiliates (2010-2011).</FONT></P></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>John L. Sullivan</TD>
    <TD>Chief Financial</TD>
    <TD>Since 2010</TD>
    <TD COLSPAN="2" ROWSPAN="5" STYLE="text-align: left; vertical-align: top"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 5pt"><FONT STYLE="font-size: 8pt">Current: CFO, Chief Accounting Officer
    and Treasurer, certain other funds in the Fund Complex (2010-present); Senior Managing Director, Guggenheim Investments (2010-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Year of birth: 1955</TD>
    <TD>Officer, Chief</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>Accounting Officer</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>and Treasurer</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2" ROWSPAN="5" STYLE="text-align: left; padding-left: 5pt; padding-right: 10pt; vertical-align: top"><FONT STYLE="font-size: 8pt">Former: Managing Director and CCO, each of the funds in the Van Kampen Investments
    fund complex (2004-2010); Managing Director and Head of Fund Accounting and Administration, Morgan Stanley Investment Management
    (2002-2004); CFO and Treasurer, Van Kampen Funds (1996-2004).</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Mark E. Mathiasen</TD>
    <TD>Secretary</TD>
    <TD COLSPAN="2">Since 2007</TD>
    <TD ROWSPAN="4" STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 8pt">Current: Secretary, certain other funds in the Fund Complex (2007-present); Managing
    Director, Guggenheim Investments (2007-present).</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Year of birth: 1978</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR>
    <TD COLSPAN="5">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Michael P. Megaris</TD>
    <TD STYLE="text-indent: 0.05pt">Assistant Secretary</TD>
    <TD COLSPAN="2">Since 2014</TD>
    <TD ROWSPAN="4" STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 8pt">Current: Assistant Secretary, certain other funds in the Fund Complex (2014- present);
    Director, Guggenheim Investments (2012-present).</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Year of Birth: 1984</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR>
    <TD COLSPAN="5">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom">James M. Howley</TD>
    <TD STYLE="vertical-align: bottom">Assistant Treasurer</TD>
    <TD COLSPAN="2" STYLE="vertical-align: bottom">Since 2007</TD>
    <TD ROWSPAN="5" STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 8pt">Current: Managing Director, Guggenheim Investments (2004-present);
    Assistant Treasurer, certain other funds in the Fund Complex (2006-present).</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Year of birth: 1972</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD>
    <TD ROWSPAN="3" STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 8pt">Former: Manager of Mutual Fund Administration, Van Kampen Investments, Inc. (1996-2004).</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="width: 17%">&nbsp;</TD>
    <TD STYLE="width: 21%">&nbsp;</TD>
    <TD STYLE="width: 22%">&nbsp;</TD>
    <TD STYLE="width: 1%"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 39%"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  </TABLE>

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

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

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

<P STYLE="margin-top: 0; margin-bottom: 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: 17%"><B>Name, Business</B></TD>
    <TD STYLE="width: 21%">&nbsp;</TD>
    <TD STYLE="width: 22%"><B>Term of Office<FONT STYLE="font-size: 10pt"><SUP>(2)</SUP></FONT> and</B></TD>
    <TD STYLE="width: 40%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD><B>Address<FONT STYLE="font-size: 10pt"><SUP>(1)</SUP></FONT> and</B></TD>
    <TD><B>Position(s) held</B></TD>
    <TD><B>Length of Time</B></TD>
    <TD><B>Principal Occupation</B></TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Year of Birth</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>with the Trust</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Served</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>During the Past Five Years</B></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: bottom">
    <TD STYLE="width: 17%"><FONT STYLE="font-size: 8pt">Kimberly J. Scott</FONT></TD>
    <TD STYLE="width: 21%"><FONT STYLE="font-size: 8pt">Assistant Treasurer</FONT></TD>
    <TD STYLE="width: 22%"><FONT STYLE="font-size: 8pt">Since 2012</FONT></TD>
    <TD ROWSPAN="4" STYLE="text-align: left; width: 40%; vertical-align: top"><FONT STYLE="font-size: 8pt">Current: Director, Guggenheim Investments (2012-present); Assistant Treasurer,
    certain other funds in the Fund Complex (2012-present).</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">Year of birth: 1974</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD ROWSPAN="7" STYLE="text-align: left; vertical-align: top"><FONT STYLE="font-size: 8pt">Former: Financial Reporting Manager, Invesco, Ltd. (2010-2011); Vice President/Assistant
    Treasurer of Mutual Fund Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2009-2010); Manager of
    Mutual Fund Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2005-2009).</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">&nbsp;</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%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-size: 8pt">Glen McWhinnie<BR>
    Year of Birth: 1969</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">Assistant Treasurer</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">Since 2016</FONT></TD>
    <TD STYLE="padding-bottom: 6pt"><FONT STYLE="font-size: 8pt">Current: Vice President, Guggenheim Investments (2009-present);
    Assistant Treasurer, certain other funds in the Fund Complex (2016-present).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 8pt">Jon Szafran</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 8pt">Year of birth: 1989</FONT></P></TD>
    <TD><FONT STYLE="font-size: 8pt">Assistant Treasurer</FONT></TD>
    <TD><FONT STYLE="font-size: 8pt">Since 2017</FONT></TD>
    <TD><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="font-size: 8pt">Current: Vice President, Guggenheim
    Investments (2017-present); Assistant Treasurer, certain other funds in the Fund Complex (2017-present).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 8pt">Former: Assistant Treasurer of Henderson
    Global Funds and Manager of US Fund Administration, Henderson Global Investors (North America) Inc. (&ldquo;HGINA&rdquo;) (2017);
    Senior Analyst of US Fund Administration, HGINA (2014-2017); Senior Associate of Fund Administration, Cortland Capital Market Services,
    LLC (2013-2014); Experienced Associate, PricewaterhouseCoopers LLP (2012-2013).</FONT></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></P></TD></TR>
  <TR>
    <TD STYLE="width: 17%"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 21%"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 22%"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 40%"><FONT STYLE="font-size: 8pt">&nbsp;</FONT></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"><FONT STYLE="font-size: 10pt">(1)</FONT></TD><TD>The business address of each officer is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, Illinois 60606.</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>Each officer serves at the pleasure of the Board and until his or her successor is appointed and qualified or until his or her resignation
or removal.</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The primary responsibility of the Board is to
represent the interests of the Fund and to provide oversight of the management of the Fund. The Fund&rsquo;s day-to-day operations are
managed by the Adviser and other service providers who have been approved by the Board. The Board is currently comprised of seven Trustees,
six of whom (including the chairperson) are Independent Trustees. Generally, the Board acts by majority vote of all the Trustees, including
a majority vote of the Independent Trustees if required by applicable law.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Board has appointed an Independent Chair,
Ronald E. Toupin, Jr., who presides at Board meetings and who is responsible for, among other things, participating in the planning of
Board meetings, setting the tone of Board meetings and seeking to encourage open dialogue and independent inquiry among the Trustees and</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">management. In addition, the Independent Chair acts as a liaison
with officers, counsel and other Trustees between meetings of the Board. The Independent Chair may also perform such other functions as
may be delegated by the Board from time to time. The Board has established five standing committees (as described below) and has delegated
certain responsibilities to those committees, each of which is comprised solely of Independent Trustees. The Board and its committees
meet periodically throughout the year to oversee the Fund&rsquo;s activities, including through the review of the Fund&rsquo;s contractual
arrangements with service providers and the Fund&rsquo;s financial statements, compliance with regulatory requirements, and performance.
The Board may also establish informal working groups from time to time to review and address the policies and practices of the Trust or
the Board with respect to certain specified matters. The Independent Trustees are advised by independent legal counsel experienced in
Investment Company Act of 1940 (&ldquo;1940 Act&rdquo;) matters and are represented by such independent legal counsel at Board and committee
meetings. The Board has determined that this leadership structure, including an Independent Chair, a supermajority of Independent Trustees
and committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances of the Fund
because it allocates responsibilities among the Committees and the Board in a manner that further enhances effective oversight. The Board
considered, among other things: the number of portfolios that comprise the Guggenheim Family of Funds overseen by members
of the Board; the variety of asset classes those portfolios include; the net assets of the Fund and the Guggenheim Family of Funds; and
the management, distribution and other service arrangements of the Fund and the Guggenheim Family of Funds. The Board may at any time
and in its discretion change this leadership structure.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify; text-indent: 0.5in; background-color: white">The
Trustees have determined that the efficient conduct of the Fund&rsquo;s affairs makes it desirable to delegate responsibility for certain
specific matters to committees of the Board. The committees meet as often as necessary, either in conjunction with regular meetings of
the Trustees or otherwise. The committees of the Board are the Executive Committee, the Nominating and Governance Committee, the Audit
Committee, the Contracts Review Committee and the Valuation Oversight Committee.</P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 10pt 0; text-indent: 0.25in"><I>Executive Committee. </I>The Board
has an Executive Committee, which is composed of Sandra G. Sponem and Ronald E. Toupin, Jr., each an Independent Trustee. In between meetings
of the full Board, the Executive Committee generally may exercise all the powers of the full Board in the management of the business of
the Funds. Mr. Toupin serves as Chair of the Executive Committee. However, the Executive Committee cannot, among other things, authorize
dividends or distributions on shares, amend the bylaws or recommend to the shareholders any action which requires shareholder approval.</P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 10pt 0; text-indent: 0.25in"><FONT STYLE="letter-spacing: 0.05pt"><I>Nominating
and Governance Committee. </I>The Board has a Nominating and Governance Committee, which is composed of Randall C. Barnes, Angela Brock-Kyle,
Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr., each of whom is an Independent Trustee and is &ldquo;independent&rdquo;
as defined by NYSE listing standards. Mr. Nyberg serves as Chair of the Nominating and Governance Committee.</FONT></P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 10pt 0.15in 10pt 0; text-indent: 0.25in"><FONT STYLE="letter-spacing: 0.05pt">The
purpose of the Nominating and Governance Committee is to review matters pertaining to the composition, committees, and operations of
the Board. As part of its duties, the Nominating and Governance Committee makes recommendations to the full Board with respect to qualified
candidates for the Board in the event that a position is vacated or created. The Nominating and Governance Committee will consider Trustee
candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating and Governance Committee
will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the Nominating
and Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the procedures
for shareholders to Submit Nominee Candidates, which are set forth as Appendix B to the Fund&rsquo;s Nominating and Governance Committee
Charter. The shareholder recommendation must be sent to the Fund&rsquo;s Secretary, c/o Guggenheim Funds Investment Advisors, LLC, 227
West Monroe Street, Chicago, Illinois 60606. Additional requirements and procedures relating to shareholder submissions of such candidates
are set forth in the Fund&rsquo;s Amended and Restated By-Laws, which are available on <FONT STYLE="color: rgb(50,101,255)">www.sec.gov</FONT>.
The Board does not have a standing compensation committee.</FONT></P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 10pt 0.15in 10pt 0; text-indent: 0.25in"><I>Audit Committee. </I>The
Board has an Audit Committee, which is composed of Randall C. Barnes, Angela Brock-Kyle, Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra
G. Sponem, and Ronald E. Toupin, Jr., each of whom is an Independent Trustee and is &ldquo;independent&rdquo; as defined by NYSE listing
standards. Ms. Sponem serves as Chair of the Audit Committee.</P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 10pt 0.15in 10pt 0; text-indent: 0.25in">The Audit Committee is generally
responsible for certain oversight matters, such as reviewing the Fund&rsquo;s systems for accounting, financial reporting and internal
controls and, as appropriate, the internal controls of certain service providers, overseeing the integrity of the Fund&rsquo;s financial
statements (and the audit thereof), as</P>


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<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 10pt 0.15in 10pt 0">well as the qualifications, independence and performance
of the Fund&rsquo;s independent registered public accounting firm. The Audit Committee is also responsible for recommending to the Board
the appointment, retention and termination of the Fund&rsquo;s independent registered public accounting firm and acting as a liaison between
the Board and the Fund&rsquo;s independent registered public accounting firm.</P>

<P STYLE="font: 10pt/11.5pt Times New Roman, Times, Serif; margin: 10pt 0.05in 10pt 0; text-indent: 0.25in"><I>Contracts Review Committee.
</I>The Board has a Contracts Review Committee, which is composed of Randall C. Barnes, Angela Brock-Kyle, Thomas F. Lydon, Jr., Ronald
A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr., each of whom is an Independent Trustee. Mr. Lydon serves as Chair of the Contracts
Review Committee. The purpose of the Contracts Review Committee is to assist the Board in overseeing the evaluation of certain contracts
to which the Fund is or is proposed to be a party to ensure that the interests of the Fund and its shareholders are served by the terms
of these contracts. The Committee&rsquo;s primary function is to oversee the process of evaluating existing investment advisory and subadvisory
agreements, administration agreements and distribution agreements. In addition, at its discretion or at the request of the Board, the
Committee reviews and makes recommendations to the Board with respect to any contract to which the Fund is or is proposed to be a party.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Valuation Oversight Committee. </I>The Board
has a Valuation Oversight Committee, which is composed of Randall C. Barnes, Angela Brock-Kyle, and Sandra G. Sponem, each of whom is
an Independent Trustee. Mr. Barnes serves as Chair of the Valuation Oversight Committee. The Valuation Oversight Committee assists the
Board in overseeing the activities of Guggenheim&rsquo;s Valuation Committee and the valuation of securities and other assets held by
the Fund. Duties of the Valuation Oversight Committee include reviewing the Fund&rsquo;s valuation procedures, evaluating pricing services
that are being used for the Fund, and receiving reports relating to actions taken by Guggenheim&rsquo;s Valuation Committee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Board and Committee Meetings. </I>During the
Fund&rsquo;s fiscal year ended May 31, 2021, the Board held six meetings, the Fund&rsquo;s Audit Committee held seven meetings, the Fund&rsquo;s
Nominating and Governance Committee held four meetings, the Fund&rsquo;s Contracts Review Committee held one meeting and the Valuation
Oversight Committee held four meetings.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Board&rsquo;s Role in Risk Oversight</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The <FONT STYLE="letter-spacing: -0.05pt">day-to-day
business of the Fund, including the day-to-day management and administration of the Fund and of the risks that arise from the
Fund&rsquo;s investments and operations, is performed by third-party service providers, primarily the Adviser or its affiliates.
Consistent with its responsibility for oversight of the Fund, the Board is responsible for overseeing the service providers and
thus, has oversight responsibility with respect to the risk management functions performed by those service providers. Risks to the
Fund include, among others, investment risk, credit risk, valuation risk, compliance risk and operational risk, as well as the
overall business risk relating to the Fund. The risk management function seeks to identify and mitigate the potential effects of
risks, i.e., events or circumstances that could have material adverse effects on the business, operations, investment performance or
reputation of the Fund. Under the oversight of the Board, the service providers to the Fund employ a variety of processes,
procedures and controls to seek to identify risks relevant to the operations of the Fund and to lessen the probability of the
occurrence of such risks and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is
responsible for one or more discrete aspects of the Fund&rsquo;s business and consequently, for managing risks associated with that
activity. Each of the Adviser and other service providers has its own independent interest in risk management, and its policies and
methods of carrying out risk management functions will depend, in part, on its analysis of the risks, functions and business models.
Accordingly, Board oversight of different types of risks may be handled in different ways. As part of the Board&rsquo;s periodic
review of the Fund&rsquo;s advisory and other service provider agreements, the Board may consider risk management aspects of the
service providers&rsquo; operations and the functions for which they are responsible.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.05pt">The Board
oversees risk management for the Fund directly and through the committee structure it has established. The Board has established the Audit
Committee, the Nominating and Governance Committee, the Contracts Review Committee and the Valuation Oversight Committee to assist in
its oversight functions, including its oversight of the risks the Fund faces. For instance, the Audit Committee receives reports from
the Fund&rsquo;s independent registered public accounting firm on internal control and financial reporting matters. In addition, the Board
has established an Executive Committee to act on the Board&rsquo;s behalf, to the extent permitted and as necessary, in between meetings
of the Board. Each committee reports its activities to the Board on a regular basis. The Board also oversees the risk management of the
Fund&rsquo;s operations by requesting periodic reports from and otherwise communicating with various personnel of the Fund and its service
providers, including, in particular, the Fund&rsquo;s Chief Compliance Officer,</FONT></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">its independent registered public accounting firm and Guggenheim
Investments&rsquo; Chief Risk Officer and internal auditors for the Adviser or its affiliates, as applicable. In this connection, the
Board requires officers of the Fund to report a variety of matters at regular and special meetings of the Board and its committees, as
applicable, including matters relating to risk management. On at least a quarterly basis, the Board meets with the Fund&rsquo;s Chief
Compliance Officer, including separate meetings with the Independent Trustees in executive session, to discuss compliance matters and,
on at least an annual basis, receives a report from the Chief Compliance Officer regarding the adequacy of the policies and procedures
of the Fund and certain service providers and the effectiveness of their implementation. The Board, with the assistance of Fund management,
reviews investment policies and risks in connection with its review of the Fund&rsquo;s performance. In addition, the Board receives reports
from the Adviser and Sub-Adviser, as applicable, on the investments and securities trading of the Fund. With respect to valuation, the
Valuation Oversight Committee oversees a pricing committee comprised of Fund officers and personnel of the Adviser. The Board has approved
valuation procedures applicable to valuing the Fund&rsquo;s securities and other assets, which the Valuation Oversight Committee and the
Audit Committee periodically review. The Board also requires each Adviser and Sub-Adviser, as applicable, to report to the Board on other
matters relating to risk management on a regular and as-needed basis.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Board recognizes that not all risks that
may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it
may be necessary to bear certain risks (such as investment-related risks) to seek to achieve the Fund&rsquo;s investment objectives, and
that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. As part of its oversight
function, the Board receives and reviews various risk management reports and assessments and discusses these matters with appropriate
management and other personnel. Moreover, despite the periodic reports the Board receives, it may not be made aware of all of the relevant
information of a particular risk. Most of the Fund&rsquo;s investment management and business affairs are carried out by or through the
Adviser or its affiliates and other service providers, most of whom employ professional personnel who have risk management responsibilities
and each of whom has an independent interest in risk management, which interest could differ from or conflict with that of the other funds
that are advised by Adviser. The role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day
affairs of the Fund and its oversight role does not make the Board a guarantor of the Fund&rsquo;s investments, operations or activities.
As a result of the foregoing and other factors, the Board&rsquo;s risk management oversight is subject to limitations. The Board may at
any time and in its discretion change how it administers its risk oversight function.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><FONT STYLE="font-weight: normal">The
Independent Trustees of the Fund receive from the Fund Complex a general annual retainer for service on covered boards. Additional
annual retainer fees are paid to: the Independent Chair of the Board; the Chair (and Vice Chair, if any) of each of the Audit
Committee, the Contracts Review Committee, and the Nominating and Governance Committee; and each member of the Valuation Oversight
Committee. In addition, fees are paid for special Board or Committee meetings, whether telephonic or in-person. No per meeting fee
applies to meetings of the Valuation Oversight Committee. The Fund also reimburses each Independent Trustee for reasonable travel
and other out-of-pocket expenses incurred in attending in-person meetings, which are not included in the compensation amounts shown
below. The Fund pays proportionately its respective share of Independent Trustees&rsquo; fees and expenses based in part on a per
capita allocation and in part based on relative net assets.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Trustees did not accrue any pension
or retirement benefits as part of Fund expenses, nor will they receive any annual benefits upon retirement. The Trustees also did not
accrue any deferred compensation nor is any amount of deferred compensation payable by the Fund. The following table sets forth the compensation
paid to each Independent Trustee by the Fund during its most recent fiscal year and the total compensation paid to each Independent Trustee
by Funds in the Fund Complex during the most recently completed calendar year.</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: 26%">&nbsp;</TD>
    <TD STYLE="width: 18%">&nbsp;</TD>
    <TD STYLE="width: 21%"><B>Pension or Retirement</B></TD>
    <TD STYLE="width: 17%">&nbsp;</TD>
    <TD STYLE="width: 18%"><B>Total Compensation</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD><B>Aggregate</B></TD>
    <TD><B>Benefits Accrued</B></TD>
    <TD><B>Estimated Annual</B></TD>
    <TD><B>from the Fund and</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD><B>Compensation</B></TD>
    <TD><B>as Part of</B></TD>
    <TD><B>Benefits Upon</B></TD>
    <TD><B>Fund Complex</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Name<FONT STYLE="font-size: 10pt"><SUP>(1)</SUP></FONT></B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>from the Fund</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Fund Expenses<FONT STYLE="font-size: 10pt"><SUP>(2)</SUP></FONT></B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Retirement<FONT STYLE="font-size: 10pt"><SUP>(2)</SUP></FONT></B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Paid to Trustee<FONT STYLE="font-size: 10pt"><SUP>(3)</SUP></FONT></B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><B>Independent Trustees:</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Randall C. Barnes</TD>
    <TD STYLE="text-indent: 10.65pt">$14,090</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-indent: 16.95pt">$412,403</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Angela Brock-Kyle</TD>
    <TD STYLE="text-indent: 10.65pt">$14,090</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-indent: 16.95pt">$329,510</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: bottom">
    <TD STYLE="width: 26%">Donald A. Chubb, Jr.<SUP>(4)</SUP></TD>
    <TD STYLE="width: 18%; text-indent: 10.65pt">$10,548</TD>
    <TD STYLE="width: 21%; text-align: center">None</TD>
    <TD STYLE="width: 17%; text-align: center">None</TD>
    <TD STYLE="width: 18%; text-indent: 16.95pt">$326,153</TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom">Jerry B. Farley<SUP>(4)</SUP></TD>
    <TD STYLE="vertical-align: bottom; text-indent: 10.65pt"><FONT STYLE="background-color: white">$10,352</FONT></TD>
    <TD STYLE="vertical-align: top; text-align: center">None</TD>
    <TD STYLE="vertical-align: top; text-align: center">None</TD>
    <TD STYLE="vertical-align: bottom; text-indent: 16.95pt"><FONT STYLE="background-color: white">$335,438</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom">Roman Friedrich III<SUP>(4)</SUP></TD>
    <TD STYLE="vertical-align: bottom; text-indent: 10.65pt">$10,548</TD>
    <TD STYLE="vertical-align: top; text-align: center">None</TD>
    <TD STYLE="vertical-align: top; text-align: center">None</TD>
    <TD STYLE="vertical-align: bottom; text-indent: 16.95pt">$332,296</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Thomas Lydon, Jr.</TD>
    <TD STYLE="text-indent: 10.65pt">$14,352</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-indent: 16.95pt">$332,510</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Ronald A. Nyberg</TD>
    <TD STYLE="text-indent: 10.65pt">$14,352</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-indent: 16.95pt">$416,475</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Sandra G. Sponem</TD>
    <TD STYLE="text-indent: 10.65pt">$16,278</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-indent: 16.95pt">$<FONT STYLE="background-color: white">361,647</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Ronald E. Toupin, Jr.</TD>
    <TD STYLE="text-indent: 10.65pt">$18,195</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-indent: 16.95pt">$410,795</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: 8pt">(1)</FONT></TD><TD><FONT STYLE="font-size: 8pt">Trustees
                                            not entitled to compensation are not included in the table.</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: 8pt">(2)</FONT></TD><TD><FONT STYLE="font-size: 8pt">The
                                            Fund does not accrue or pay retirement or pension benefits to Trustees as of the date of
                                            this SAI.</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: 8pt">(3)</FONT></TD><TD><FONT STYLE="font-size: 8pt; background-color: white">The
                                            amounts shown in this column represent the aggregate compensation paid by all of the funds
                                            in the Fund Complex for the calendar year ended December 31, 2020. Because the funds in the
                                            Fund Complex have different fiscal year ends, the amounts shown in this column are presented
                                            on a calendar year basis. The &ldquo;Fund Complex&rdquo; includes all closed- and open-end
                                            funds (including all of their portfolios) advised by the Adviser and any funds that have
                                            an investment adviser or servicing agent that is an affiliated person of the Adviser.</FONT><FONT STYLE="font-size: 8pt">&#9;</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: 8pt">(4)</FONT></TD><TD><FONT STYLE="font-size: 8pt; background-color: white">The
                                            amounts shown in this row represent the payments made to Messrs. Chubb, Farley and Friedrich
                                            until their retirement from the Board effective April 8, 2021.</FONT></TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As of December 31, 2020, the most recently completed
calendar year prior to the date of this SAI, each Trustee of the Fund beneficially owned equity securities of the Fund and all of the
registered investment companies in the family of investment companies overseen by the Trustee in the dollar range amounts specified below.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="width: 29%">&nbsp;</TD>
    <TD STYLE="width: 37%">&nbsp;</TD>
    <TD STYLE="width: 34%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center"><B>Aggregate Dollar Range of Equity</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center"><B>Securities in All Registered Investment</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center"><B>Dollar Range of</B></TD>
    <TD STYLE="text-align: center"><B>Companies Overseen by Trustee in</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Name</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Equity Securities in the Fund</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Fund Complex<FONT STYLE="font-size: 10pt"><SUP>(1)</SUP></FONT></B></TD></TR>
  <TR>
    <TD COLSPAN="3">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><B>Independent Trustees:</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Randall C. Barnes</TD>
    <TD STYLE="text-align: center">Over $100,000</TD>
    <TD STYLE="text-align: center">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Angela Brock-Kyle</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">$50,001-$100,000</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Thomas Lydon, Jr.</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Ronald A. Nyberg</TD>
    <TD STYLE="text-align: center">$10,001-$50,000</TD>
    <TD STYLE="text-align: center">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Sandra G. Sponem</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Ronald E. Toupin, Jr.</TD>
    <TD STYLE="text-align: center">$50,001-$100,000</TD>
    <TD STYLE="text-align: center">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><B>Interested Trustee: </B></TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>Amy J. Lee</TD>
    <TD STYLE="text-align: center">None</TD>
    <TD STYLE="text-align: center">Over $100,000</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">(1)</FONT></TD><TD>As of the date of this SAI, the &ldquo;Fund Complex&rdquo; consists of seven closed-end funds, including the Fund, and 150 open-end
funds. The Fund Complex consists of U.S. registered investment companies advised or serviced by Guggenheim Funds Investment Advisors,
LLC or Guggenheim Funds Distributors, LLC and/or affiliates of such entities.</TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The governing documents of the Fund provide that
the Fund will indemnify its Trustees and officers and may indemnify its employees or agents against liabilities and expenses incurred
in connection with litigation in which they may be involved because of their positions with the Fund, to the fullest extent permitted
by law. However, nothing in the governing documents of the Fund protects or indemnifies a trustee, officer, employee or agent of the Fund
against any liability to which such person would otherwise be subject in the event of such person&rsquo;s willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of his or her position.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund has entered into an Indemnification
Agreement with each Independent Trustee, which provides that the Fund shall indemnify and hold harmless such Trustee against any and all
expenses actually and reasonably incurred by the Trustee in any proceeding arising out of or in connection with the Trustee&rsquo;s service
to the Fund, to the fullest extent permitted by the Declaration of Trust and By-Laws and the laws of the State of Delaware, the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, unless it has been finally adjudicated that (i) the Trustee
is subject to such expenses by reason of the Trustee&rsquo;s not having acted in good faith in the reasonable belief that his or her action
was in the best interests of the Fund or (ii) the Trustee is liable to the Fund or its shareholders by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office, as defined in Section 17(h)
of the Investment Company Act of 1940, as amended.</P>

<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 personnel are primarily
responsibile for the day-to-day management of the Fund&rsquo;s portfolio are B. Scott Minerd, Chief Investment Officer and Chief Executive
Officer, Anne Bookwalter Walsh, Assistant Chief Investment Officer and Senior Managing Director, Steve Brown, Managing Director, and Adam
Bloch, Director.</P>

<P STYLE="font: italic 10pt/15pt Times New Roman, Times, Serif; margin: 0 0 6pt 10pt; text-indent: 26pt">Other Accounts Managed by the
Portfolio Managers.</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
funds and accounts (including the Fund) for which the portfolio managers are primarily responsible for the day-to-day portfolio management
as of May 31, 2021.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="width: 24%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD>
    <TD STYLE="width: 13%">&nbsp;</TD>
    <TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD>
    <TD STYLE="width: 14%">
    <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></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="text-align: center"><B>Number of Other Accounts Assets</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="text-align: center"><B>Number of Other Accounts Managed</B></TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="text-align: center"><B>for Which Advisory Fee is</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding-bottom: 1.5pt; text-align: center">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>and Assets by Account Type</B></TD>
    <TD STYLE="padding-bottom: 1.5pt; text-align: center">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Performance-Based</B></TD></TR>
  <TR>
    <TD COLSPAN="8">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center"><B>Other</B></TD>
    <TD STYLE="text-align: center"><B>Other</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center"><B>Other</B></TD>
    <TD STYLE="text-align: center"><B>Other</B></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center"><B>Registered</B></TD>
    <TD STYLE="text-align: center"><B>Pooled</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center"><B>Registered</B></TD>
    <TD STYLE="text-align: center"><B>Pooled</B></TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD><B>Name of</B></TD>
    <TD STYLE="text-align: center"><B>Investment</B></TD>
    <TD STYLE="text-align: center"><B>Investment</B></TD>
    <TD STYLE="text-align: center"><B>Other</B></TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center"><B>Investment</B></TD>
    <TD STYLE="text-align: center"><B>Investment</B></TD>
    <TD STYLE="text-align: center"><B>Other</B></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Portfolio Manager</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Companies</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Vehicles</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Accounts</B></TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Companies</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Vehicles</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Accounts</B></TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: bottom">B. Scott Minerd</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">10</TD>
    <TD STYLE="vertical-align: top; text-align: center">59</TD>
    <TD STYLE="vertical-align: top; text-align: center">136</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">0</TD>
    <TD STYLE="vertical-align: top; text-align: center">37</TD>
    <TD STYLE="vertical-align: top; text-align: center">12</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">$12.2 billion</TD>
    <TD STYLE="text-align: center">$14.9 billion</TD>
    <TD STYLE="text-align: center">$175 billion</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">$0</TD>
    <TD STYLE="text-align: center">$10.2 billion</TD>
    <TD STYLE="text-align: center">$5.4 billion</TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD COLSPAN="8">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
    <TD>Anne Bookwalter Walsh</TD>
    <TD STYLE="text-align: center">17</TD>
    <TD STYLE="text-align: center">5</TD>
    <TD STYLE="text-align: center">90</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">0</TD>
    <TD STYLE="text-align: center">3</TD>
    <TD STYLE="text-align: center">2</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">$46.4 billion</TD>
    <TD STYLE="text-align: center">$3.6 billion</TD>
    <TD STYLE="text-align: center">$162 billion</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">$0</TD>
    <TD STYLE="text-align: center">$2.7 billion</TD>
    <TD STYLE="text-align: center">$167 million</TD></TR>
  <TR STYLE="background-color: white">
    <TD COLSPAN="8">&nbsp;</TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: bottom">Steve Brown</TD>
    <TD STYLE="vertical-align: top; text-align: center">17</TD>
    <TD STYLE="vertical-align: top; text-align: center">5</TD>
    <TD STYLE="vertical-align: top; text-align: center">28</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">0</TD>
    <TD STYLE="vertical-align: top; text-align: center">3</TD>
    <TD STYLE="vertical-align: top; text-align: center">2</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">$46.5 billion</TD>
    <TD STYLE="text-align: center">$3.6 billion</TD>
    <TD STYLE="text-align: center">$18.7 billion</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">$0</TD>
    <TD STYLE="text-align: center">$2.7 billion</TD>
    <TD STYLE="text-align: center">$167 million</TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD COLSPAN="8">&nbsp;</TD></TR>
  <TR STYLE="background-color: white">
    <TD STYLE="vertical-align: bottom">Adam Bloch</TD>
    <TD STYLE="vertical-align: top; text-align: center">22</TD>
    <TD STYLE="vertical-align: top; text-align: center">5</TD>
    <TD STYLE="vertical-align: top; text-align: center">28</TD>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">0</TD>
    <TD STYLE="vertical-align: top; text-align: center">3</TD>
    <TD STYLE="vertical-align: top; text-align: center">2</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">$45.8 billion</TD>
    <TD STYLE="text-align: center">$3.6 billion</TD>
    <TD STYLE="text-align: center">$18.7 billion</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">$0</TD>
    <TD STYLE="text-align: center">$2.7 billion</TD>
    <TD STYLE="text-align: center">$167 million</TD></TR>
  </TABLE>
<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: italic 10pt/15pt Times New Roman, Times, Serif; margin: 0 0 6pt 10pt; text-indent: 26pt">Information Regarding Potential
Conflicts of Interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Potential Conflicts Related to the Sale of
Fund Shares</U>. The Investment Adviser and the Sub-Adviser, (collectively, the &ldquo;Advisers&rdquo;), their affiliates and their respective
employees may have relationships with distributors, consultants and others who recommend, or engage in transactions with or for, the Fund.
The Fund and/or an Adviser or its affiliates may compensate such distributors, consultants and other parties in connection with such relationships.
As a result of these relationships, distributors, consultants and other parties may have conflicts that create incentives for them to
promote the Fund over other funds or financial products.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">To the extent permitted by applicable law, the
Advisers and their affiliates and the Fund may make payments to authorized dealers and other financial intermediaries and to salespersons
to promote the Fund. These payments may be made out of the assets of an Adviser or its affiliates or amounts payable to an Adviser or
its affiliates. These</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt">payments may create an incentive for such persons to highlight,
feature or recommend the Fund over other funds or financial products.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Potential Conflicts Related to Management
of the Fund by the Advisers</U>. The following are descriptions of certain conflicts, financial or otherwise, that the Advisers and their
employees may have in managing the Fund. The descriptions below are not intended to be a complete enumeration or explanation of all of
the conflicts of interests that may arise from the business activities of the Advisers, their affiliates, or their respective clients.
To address these and other actual or potential conflicts, the Advisers and the Fund have established various policies and procedures that
are reasonably designed to identify and mitigate such conflicts and to ensure that such conflicts are appropriately resolved taking into
consideration the best interest of all clients involved, consistent with the Advisers&rsquo; fiduciary obligations and in accordance with
applicable law. However, there can be no guarantee that these policies and procedures will be successful in every instance. In certain
cases, transactions involving potential conflicts of interest described below may be elevated for review by a conflicts review committee,
the members of which are senior personnel of the Advisers&rsquo; affiliates and are not employees or clients of the Advisers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">Additional information about potential conflicts
of interest regarding the Advisers is set forth in each Adviser&rsquo;s Form ADV. A copy of Part 1 and Part 2A of each Adviser&rsquo;s
Form ADV is available on the SEC&rsquo;s website at www.adviserinfo.sec.gov.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>The Advisers and Their Affiliates Provide
a Broad Array of Services and Have Various Investment Banking, Advisory and Other Relationships</U>. The Advisers are affiliates of Guggenheim
Partners, LLC (&ldquo;Guggenheim Partners&rdquo;), which is a global, full service financial services firm. Guggenheim Partners and its
affiliates, including the Advisers (collectively, &ldquo;Guggenheim Entities&rdquo;), provide their clients with a broad array of investment
management, insurance, broker-dealer, investment banking and other similar services (&ldquo;Other Business Activities&rdquo;). These Other
Business Activities create actual and potential conflicts of interest for the Advisers in managing the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">For example, the Other Business Activities may
create conflicts between the interests of the Fund, on the one hand, and the interests of the Advisers, their affiliates and their respective
other clients, on the other hand. The Advisers and their affiliates may act as advisers to clients in investment banking, loan arranging
and structuring, financial advisory, asset management and other capacities related to securities and instruments that may be purchased,
sold or held by the Fund, and the Advisers or an affiliate may issue, or be engaged as underwriter for the issuer of, securities and instruments
that the Fund may (in accordance with applicable rules) purchase, sell or hold. At times, these activities may cause the Advisers and their
affiliates to give advice to their clients that may cause these clients to take actions in conflict with or adverse to the interest of the Fund. In addition, Guggenheim Entities may take action that differs from, potentially conflicts with or is adverse to advice given or
action taken for the Advisers&rsquo; clients. The Guggenheim Entities and their respective officers, directors, managing directors, partners,
employees and consultants may act in a proprietary capacity with long or short positions in securities and instruments of all types, including
those that may be purchased, sold or held by the Fund. Such activities could affect the prices and availability of the securities and instruments
that the Fund holds or that an Adviser seeks to buy or sell for the Fund&rsquo;s account, which could adversely impact the financial returns
of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">These Other Business Activities may create other
potential conflicts of interests in managing the Fund, may cause the Fund to be subject to additional regulatory limits and, in certain
circumstances, may prevent the Fund from participating or limit the Fund&rsquo;s participation in an investment opportunity that the Fund&rsquo;s
portfolio managers view to be favorable. As a result, activities and dealings of the Advisers and their affiliates may affect the Fund
in ways that may disadvantage or restrict the Fund or be deemed to benefit an Adviser, its affiliates or other client accounts.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Advisers&rsquo; and Their Affiliates&rsquo;
Activities on Behalf of Other Clients</U>. The Advisers and their affiliates currently manage and expect to continue to manage a variety
of other client accounts, including (without limitation) separately managed accounts, open-end registered funds, closed-end registered
funds, private funds and other collective investment vehicles, and may serve as asset or collateral manager or in other capacities for
certain non-registered structured products (collectively, &ldquo;Other Clients&rdquo;). Investors in such Other Clients include insurance
companies affiliated with or related to the Advisers, as described below. Other Clients invest pursuant to the same or different investment
objectives, strategies and philosophies as those employed by the Fund and may seek to make or sell investments in the same securities,
instruments, sectors or strategies as the Fund. There are no restrictions on the ability of an Adviser and its affiliates to manage Other
Clients following the same, similar or different investment</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 10pt">objectives, strategies and philosophies as those employed by the
Fund. This &ldquo;side-by-side&rdquo; management of multiple accounts may create potential conflicts, particularly in circumstances where
the availability or liquidity of investment opportunities is limited. Other Clients may also be subject to different legal restrictions
or regulatory regimes than the Fund. Regardless of the similarity in investment objectives and strategies between the Fund and Other Clients,
the Advisers may give advice and recommend investments to Other Clients that may differ from advice given to, or investments bought or
sold for, the Fund, and the Fund and Other Clients may vote differently on or take or refrain from taking different actions with respect
to the same security or instrument, which may be disadvantageous to the Fund and adversely affect their performance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">The investment policies, fee arrangements and
other characteristics of the Fund may also vary from those of Other Clients. In some cases, the Advisers or an affiliate may receive a
potentially larger financial benefit from managing one or more such Other Clients as compared to the Fund (for example, some Other Clients
are charged performance or incentive fees constituting a percentage of profits or gains), which may provide an incentive to favor such
Other Clients over the Fund or to recommend favorable investments to Other Clients who pay higher fees or who have the potential to generate
greater fees over the Fund. The Advisers on behalf of the Fund or Other Clients may, pursuant to one transaction or in a series of transactions
over time, invest in different parts of an issuer&rsquo;s or borrower&rsquo;s capital structure (including but not limited to investments
in public versus private securities, investments in debt versus equity, or investments in senior versus subordinated debt or when the
same or similar investments have different rights or benefits), depending on the respective client&rsquo;s investment objectives and policies.
Relevant issuers or borrowers may also include special purpose issuers or borrowers in structured finance, asset backed, collateralized
loan obligation, collateralized debt obligation or similar transactions. As a result of the foregoing, the interests of one group of clients
could conflict with those of other clients with respect to the same issuer or borrower. In managing such investments, the Advisers will
consider the interests of all affected clients in deciding what actions to take with respect to a given issuer or borrower, but at times
will pursue or enforce rights on behalf of some clients in a manner that may have an adverse effect on, or result in asymmetrical financial
outcomes to, other clients owning a different, including more senior or junior, investment in the same issuer or borrower. In these types
of scenarios, the Advisers may occasionally engage and appoint an independent party to provide independent analysis or recommendations
with respect to consents, proxy voting, or other similar shareholder or debt holder rights decision (or a series of consents, votes or
similar decisions) pertaining to the Fund and other clients. These potential conflicts of interests between the Advisers&rsquo; clients
may become more pronounced in situations in which an issuer or borrower experiences financial or operational challenges, or as a result
of the Fund&rsquo;s use of certain investment strategies, including small capitalization, emerging market, distressed or less liquid strategies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Adviser Activities on Behalf of Affiliated
or Related Accounts</U>. To the extent permitted by the 1940 Act and other laws, the Advisers, from time to time, may initiate or recommend
transactions in the loans or securities of companies in which the Advisers, their related persons, or their respective affiliates have
a controlling or other material direct or indirect interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">Sammons Enterprises, Inc. (&ldquo;Sammons&rdquo;),
a diversified company with several insurance company subsidiaries, is the largest single equity holder in Guggenheim Capital, LLC (&ldquo;Guggenheim
Capital&rdquo;), the Advisers&rsquo; ultimate parent company. Sammons has relationships with the Advisers and various Guggenheim Entities.
In addition, Guggenheim Capital wholly owns Guggenheim Life and Annuity Company and Clear Spring Life Insurance Company (together with
Sammons, the &ldquo;Affiliated Insurance Companies&rdquo;). Certain Affiliated Insurance Companies and their subsidiaries are advisory
clients of the Advisers and, accordingly, pay the Advisers a substantial amount of annual fees for advisory services. Sammons is the largest
individual stakeholder of the Advisers and the largest individual source of annual advisory fees paid to the Advisers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">Furthermore, some officers and directors of
Guggenheim Capital and its subsidiaries, including the Advisers (&ldquo;Guggenheim Related Persons&rdquo;), have economic interests or
voting interests in companies, including insurance companies that are advisory clients of the Advisers. Guggenheim Related Persons from
time to time enter into transactions, including loans and other financings, with these companies. Some Guggenheim Related Persons also
may have economic interests or voting interests in issuers, which may be controlling or otherwise material interests, or may serve as
a director on the board of issuers, in which the Advisers have invested or will invest on behalf of their clients or to which the Advisers
have provided or will provide financing on behalf of their clients. Additionally, Guggenheim Related Persons may have direct or indirect
investments in and/or have financial or other relationships with some of the Advisers&rsquo; clients or other investment vehicles that
may create potential conflicts of interest.</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 10pt">Sammons and certain advisory or other clients in which Guggenheim
Related Persons have interests have provided, and from time to time may provide, significant loans and other financing to an Adviser and
its affiliates. In addition, Guggenheim Related Persons have direct or indirect proprietary or personal investments in and/or have financial
or other relationships with financial industry participants or other entities (including trading platforms) that may perform services
on behalf of, or in connection with, investments made by the Advisers on behalf of their clients. The Advisers do not expect these transactions
to be material.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">The relationships described above create potential
conflicts of interest for the Advisers in managing the Fund and could create an incentive for an Adviser to favor the interests of these
companies over its clients. These incentives are more pronounced where an Adviser has multiple relationships with the client. For example,
the Advisers have invested, and may in the future invest, on behalf of its clients in issuers or transactions in which Affiliated Insurance
Companies or Guggenheim Related Persons have direct and/or indirect interests, which may include a controlling or significant beneficial
interest. In addition, Guggenheim Related Persons and the accounts of Affiliated Insurance Companies and other Adviser clients have invested,
and may in the future invest, in securities at different levels of the capital structure of the same issuer, in some cases at the same
time and in other cases at different times as the Fund and other clients of the Advisers. The following conflicts may arise in such situations:
(i) enforcement of rights or determination not to enforce rights by the Advisers on behalf of the Fund and other clients may have an adverse
effect on the interests of its affiliates or related persons, and vice versa, (ii) the Advisers may have an incentive to invest client
funds in the issuer or borrower to either facilitate or obtain preferable terms for a proposed investment by an affiliate or related person
in such issuer or borrower, or (iii) the Advisers may have an incentive to preserve or protect the value or rights associated with an
existing economic interest of an affiliate or related person in the issuer or borrower, which may have an adverse effect on the interests
of other clients, including the Fund. In addition, the Advisers may be subject to conflicts of interest with respect to financial industry
participants or other entities (including trading platforms) because transactions on or through such platforms may result in compensation
directly being paid to these entities that indirectly benefits Guggenheim Related Persons.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">The Advisers mitigate potential conflicts of
interest in the foregoing and similar situations, including through policies and procedures (i) designed to identify and mitigate conflicts
of interest on a transaction-by-transaction basis and (ii) that require investment decisions for all client accounts be made independently
from those of other client accounts and be made with specific reference to the individual needs and objectives of each client account,
without consideration of the Advisers&rsquo; pecuniary or investment interests (or those of their respective employees or affiliates).
The Fund and the Advisers also maintain procedures to comply with applicable laws, notably relevant provisions of the 1940 Act that prohibit
Fund transactions with affiliates (or exemptive rules thereunder).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Allocation of Investment Opportunities</U>.
As described above, the Advisers and their affiliates currently manage and expect to continue to manage Other Clients that may invest
pursuant to the same or different strategies as those employed by the Fund, and such Other Clients could be viewed as being in competition
with the Fund for appropriate investment opportunities, particularly where there is limited capacity with respect to such investment opportunities.
The investment policies, fee arrangements and other circumstances of the Fund may vary from those of the Other Clients, and the Advisers
may face potential conflicts of interest because the Advisers may have an incentive to favor particular client accounts (such as client
accounts that pay performance-based fees) over other client accounts that may be less lucrative in the allocation of investment opportunities.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">In order to minimize execution costs for clients,
trades in the same security transacted on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) by an
Adviser, unless it believes that doing so would conflict or otherwise be inconsistent with its duty to seek best execution for the clients
and/or the terms of the respective investment advisory contracts and other agreements and understandings relating to the clients for which
trades are being aggregated. When an Adviser believes that it can effectively obtain best execution for the clients by aggregating trades,
it will do so for all clients participating in the trade for which aggregated trades are consistent with the respective investment advisory
contracts, investment guidelines, and other agreements and understandings relating to the clients.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">The Advisers have implemented policies and procedures
that govern the allocation of investment opportunities among clients in a fair and equitable manner, taking into account the needs and
financial objectives of the clients, their specific objectives and constraints for each account, as well as prevailing market conditions.
If an investment opportunity would be appropriate for more than one client, an Adviser may be required to choose among those clients in
allocating the opportunity, or to allocate less of the opportunity to a client than it would ideally allocate if</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt">it did not have to allocate to multiple clients. In addition, an
Adviser may determine that an investment opportunity is appropriate for a particular client account, but not for another.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">The Advisers allocate transactions on an objective
basis and in a manner designed to assure that no participating client is favored over any other participating client over time. If an
investment is suitable and desirable for more than one client account, an initial allocation study will be determined based upon demand
ascertained from the portfolio managers. With respect to fixed income and private equity assets, this initial allocation study is overseen
by a central allocation group and generally reflects a pro rata participation in the investment opportunity among the participating client
accounts that expressed demand. Final allocation decisions are made or verified independently by the central allocation group. With respect
to public equity securities and public equity-related securities, the allocation generally reflects a pro rata participation in the investment
opportunity among participating client accounts. Allocations may be adjusted under specific circumstances, such as situations of scarcity
where pro rata allocations would result in de minimis positions or odd lots.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">The application of relevant allocation factors
may result in non-pro rata allocations, and particular client accounts (including client accounts in which the Advisers and their affiliates
or related persons, or their respective officers, directors or employees, including portfolio managers or senior managers, have an interest)
may receive an allocation when other client accounts do not or receive a greater than pro-rata allocation. There can be no assurance that
a particular investment opportunity will be allocated in any particular manner, and circumstances may occur in which an allocation could
have adverse effects on the Fund with respect to the price or size of securities positions obtainable or saleable. All of the foregoing
procedures could in certain circumstances adversely affect the price paid or received by the Fund or the size of the position purchased
or sold by the Fund (including prohibiting the Fund from purchasing a position) or may limit the rights that the Fund may exercise with respect
to an investment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Allocation of Limited Time and Attention</U>.
The portfolio managers for the Fund may devote as much time to the Fund as the Advisers deem appropriate to perform their duties in accordance
with reasonable commercial standards and the Advisers&rsquo; duties. However, as described above, these portfolio managers are presently
committed to and expect to be committed in the future to providing investment advisory and other services for Other Clients and engage
in Other Business Activities in which the Fund may have no interest. As a result of these separate business activities, an Adviser may
have conflicts of interest in allocating management time, services and functions among the Fund and Other Business Activities or Other
Clients in that the time and effort of the Fund&rsquo;s portfolio managers would not be devoted exclusively to the business of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Potential Restrictions and Issues Related
to Material Non-Public Information</U>. By reason of Other Business Activities as well as services and advice provided to Other Clients,
the Advisers and their affiliates may acquire confidential or material non-public information and may be restricted from initiating transactions
in certain securities and instruments. The Advisers will not be free to divulge, or to act upon, any such confidential or material non-public
information and, due to these restrictions, an Adviser may be unable to initiate a transaction for the Fund&rsquo;s account that it otherwise
might have initiated. As a result, the Fund may be frozen in an investment position that it otherwise might have liquidated or closed out
or may not be able to acquire a position that it might otherwise have acquired.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Valuation of the Fund&rsquo;s Investments</U>.
Fund assets are valued in accordance with the Fund&rsquo;s valuation procedures. The valuation of a security or other asset for the Fund
may differ from the value ascribed to the same asset by affiliates of an Adviser (particularly difficult-to-value assets) or Other Clients
because, among other things, they may have procedures that differ from the Fund&rsquo;s procedures or may have access to different information
or pricing vendors or use different models or techniques. The Advisers play a role in the valuation of Fund assets and may face a potential
conflict with respect to such valuations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Investments in Other Guggenheim Funds</U>.
To the extent permitted by applicable law, the Fund may invest in other funds sponsored, managed, advised or sub-advised by the Advisers.
Investments by the Fund in such funds present potential conflicts of interest, including potential incentives to invest in smaller or newer
funds to increase asset levels or provide greater viability and to invest in funds managed by the portfolio manager(s) of the Fund. As
disclosed in the Prospectus and this SAI, the Advisers have agreed to waive certain fees associated with these investments. In other circumstances,
the Advisers may make investments for clients for various portfolio management purposes in limited partnerships or similar vehicles that
are managed or otherwise serviced by affiliates of the Advisers that will be compensated for such services.</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 10pt; text-indent: 0.3in"><U>Potential Conflicts Associated with the Advisers
and Their Affiliates Acting in Multiple Capacities Simultaneously.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Principal and Cross Transactions</U>. The
Advisers may, to the extent permitted under applicable law, effect client cross transactions where an Adviser causes a transaction to
be effected between the Fund and an Other Client; provided, that conditions set forth in SEC rules under the 1940 Act are followed. Cross
transactions present an inherent conflict of interest because an Adviser represents the interests of both the selling account and the
buying account in the same transaction, and the Adviser could seek to treat one party to the cross transaction more favorably than the
other party. The Advisers have policies and procedures designed to mitigate these conflicts and help ensure that any cross transactions
are in the best interests of, and appropriate for, all clients involved and the transactions are consistent with the Advisers&rsquo; fiduciary
duties and obligation to seek best execution and applicable rules.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in"><U>Advisers and Their Affiliates May Act in
Multiple Commercial Capacities</U>. Subject to applicable law and subject to the provisions of the 1940 Act and rules thereunder, an Adviser
may cause the Fund to invest in securities, bank loans or other obligations of companies or structured product vehicles that result in
commissions, initial or ongoing fees, or other remuneration paid to (and retained by) an Adviser or one of its affiliates. Such investments
may include (i) investments that an Adviser or one of its affiliates originated, arranged or placed; (ii) investments in which the Advisers&rsquo;
affiliate provided investment banking, financial advisory or similar services to a party involved in the transaction to which the investment
relates (such as acquisition financing in a transaction in which the Advisers&rsquo; affiliate represented the buyer or seller); (iii)
investments where an Adviser or its affiliates provided other services to a transaction participant or other third party; (iv) investments
where an Adviser or one of its affiliates acts as the collateral agent, administrator, originator, manager, or other service provider;
and (v) investments that are secured or otherwise backed by collateral that could include assets originated, sold or financed by an Adviser
or its affiliates, investment funds or pools managed by an Adviser or its affiliates or assets or obligations managed by an Adviser or
its affiliates. Commissions, fees, or other remuneration payable to an Adviser or its affiliates in these transactions may present a potential
conflict in that the Adviser may be viewed as having an incentive to purchase such investments to earn, or facilitate its affiliates&rsquo;
ability to earn, such additional fees or compensation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">In some circumstances, and also subject to applicable
law, the Advisers may cause the Fund to invest in or provide financing to issuers or borrowers, or otherwise participate in transactions,
in which the issuer, borrower or another transaction party (such as a placement agent or arranger) is, or is a subsidiary or affiliate
of or otherwise related to, (a) an Other Client or (b) a company with which Guggenheim Related Persons, or officers or employees of the
Advisers, have investment, financial or other interests or relationships (including but not limited to directorships or equivalent roles).
The financial interests of the Advisers&rsquo; affiliates or their related persons in issuers or borrowers create potential conflict between
the economic interests of these affiliates or related persons and the interests of the Advisers&rsquo; clients. In addition, to the extent
that a potential issuer or borrower (or one of its affiliates) is an advisory client of an Adviser, or an Adviser&rsquo;s advisory client
is a lender or financing provider to an Adviser or its affiliates (including a parent), a potential conflict may exist as the Adviser
may have an incentive to favor the interests of those clients relative to those of its other clients.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">Because of limitations imposed by applicable
law, notably by provisions of the 1940 Act and rules thereunder, the involvement or presence of the Advisers&rsquo; affiliates in the
offerings described above or the financial markets more broadly may restrict the Fund&rsquo;s ability to acquire some securities or loans,
even if they would otherwise be desirable investments for the Fund, or affect the timing or price of such acquisitions or the sale of
an investment, which may adversely affect Fund performance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">Subject to applicable law and regulation, personnel
of the Guggenheim Entities may support the overall investment management functions of the Advisers but may be subject to potential conflicts
of interest with respect to certain investment opportunities and, as such, may have an incentive to identify investment opportunities
for, and allocate investment opportunities to, third-parties. Similarly, to the extent that other Guggenheim Entities sponsor and manage
funds that compete with the Fund&rsquo;s investment programs, these funds may reduce capacity otherwise available to the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">To the extent permitted by applicable law, the
Advisers and their affiliates may create, write, sell, issue, invest in or act as placement agent or distributor of derivative instruments
related to the Fund, or with respect to portfolio holdings of the Fund, or which may be otherwise based on or seek to replicate or hedge
the performance of the</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 10pt">Fund. Such derivative transactions, and any associated hedging activity,
may differ from and be adverse to the interests of the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.3in">Present and future activities of the Advisers
and their affiliates (and the role and relationships of the Advisers&rsquo; personnel with other Guggenheim Entities), in addition to
those described in this SAI, may give rise to additional or different conflicts of interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><U>Portfolio Manager Compensation</U>. As discussed
above, portfolio managers may own Fund shares and a portion of their compensation may include equity in the form of shares of certain
funds (other than the Fund) managed by the particular portfolio manager. As a result, a potential conflict of interest may arise to the
extent a portfolio manager owns or has an interest in shares of a specific fund that he or she manages. These personal investments may
create an incentive for a portfolio manager to favor such fund(s) over other advisory clients, including the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Securities Ownership of the Portfolio Manager.
</I>As of May 31, 2021, the dollar range of equity securities of the Fund beneficially owned by the portfolio manager is shown below:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">B. Scott Minerd: None</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Anne Bookwalter Walsh: Over $250,000</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Steve Brown: None</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Adam Bloch: None</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">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 (&ldquo;Guggenheim
Funds&rdquo;), acts as the Fund&rsquo;s investment adviser pursuant to an 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 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 Funds 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 $320 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: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Advisory Agreement</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Under the terms of 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. For services rendered by the Investment Adviser on behalf of the Fund under the Advisory Agreement,
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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Pursuant to its terms, the Advisory Agreement
continues from year to year if approved annually (i) by a vote of a majority of the Fund&rsquo;s Board of Trustees or by a vote of a majority
of the outstanding voting securities (as defined in the 1940 Act) of the Fund at the time outstanding and entitled to vote and (ii) by
a vote of a majority of the Trustees who are not parties to the Advisory Agreement or &ldquo;interested persons&rdquo; (as defined in
the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement
terminates automatically on its assignment and may be terminated without penalty on 60 days&rsquo; written notice at the option of either
party thereto. Termination by the Fund shall be directed or approved by a vote of a majority of the Trustees of the Fund in office at
the time or by a vote of the holders of a majority of the voting securities (as defined in the 1940 Act) of the Fund at the time outstanding
and entitled to vote.</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 Advisory Agreement provides that, in the
absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder, the Investment
Adviser is not liable for any error or judgment or mistake of law or for any loss suffered by the Fund (or its agents) in connection with
the performance of the Advisory Agreement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Advisory Fee</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>&nbsp;</TD>
    <TD COLSPAN="3" STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Fiscal Year Ended May 31,</B></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom; width: 63%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; width: 12%; border-bottom: black 1.5pt solid; text-align: center"><B>2021</B></TD>
    <TD STYLE="vertical-align: top; width: 13%; border-bottom: black 1.5pt solid; text-align: center"><B>2020</B></TD>
    <TD STYLE="vertical-align: bottom; width: 12%; border-bottom: black 1.5pt solid; text-align: center"><B>2019</B></TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: bottom">The Investment Adviser received advisory fees of</TD>
    <TD STYLE="vertical-align: top; text-align: center">$10,420,715</TD>
    <TD STYLE="vertical-align: top; text-align: center">$6,687,147</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">$5,844,005</TD></TR>
  </TABLE>
<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0">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
acts as the Fund&rsquo;s investment Sub-Adviser pursuant to an investment 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 principal
offices at 100 Wilshire Boulevard, Santa Monica, California 90401. The Sub-Adviser is a registered investment adviser.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Under the terms of the Sub-Advisory Agreement,
the Sub-Adviser manages the portfolio of the Fund in accordance with its stated investment objective and policies makes investment decisions
for the Fund, places orders to purchase and sell securities on behalf of the Fund and manages its other business and affairs, all subject
to the supervision and direction of the Fund&rsquo;s Board of Trustees and the Investment Adviser. For services rendered by the Sub-Adviser
on behalf of the Fund under the Sub-Advisory Agreement, 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">The Sub-Advisory Agreement continues from year
to year if approved annually (i) by a vote of a majority of the Fund&rsquo;s Board of Trustees or by a vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund at the time outstanding and entitled to vote and (ii) by a vote of a majority
of the Trustees who are not parties to the Sub-Advisory Agreement or &ldquo;interested persons&rdquo; (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Advisory Agreement terminates automatically
on its assignment and may be terminated without penalty on 60 days&rsquo; written notice at the option of either party thereto. Termination
by the Fund shall be directed or approved by a vote of a majority of the Trustees of the Fund in office at the time or by a vote of the
holders of a majority of the voting securities (as defined in the 1940 Act) of the Fund at the time outstanding and entitled to vote.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Sub-Advisory Agreement provides that, in
the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder, the Sub-Adviser
is not liable for any error or judgment or mistake of law or for any loss suffered by the Fund (or its agents) in connection with the
performance of the Sub-Advisory Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Pursuant to a Trademark Sublicense Agreement,
Guggenheim Partners has granted to the Investment Adviser and the Sub-Adviser the right to use the name &ldquo;Guggenheim&rdquo; in the
name of the Fund, and the Investment Adviser and the Sub-Adviser have agreed that the name &ldquo;Guggenheim&rdquo; is Guggenheim Partners&rsquo;
property. In the event the Investment Adviser and the Sub-Adviser cease to act in such capacities for the Fund, the Fund will change its
name to one not including &ldquo;Guggenheim.&rdquo;</P>

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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="width: 63%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD>
    <TD STYLE="width: 13%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3" STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Fiscal Year Ended May 31,</B></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt solid; text-align: center"><B>2021</B></TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt solid; text-align: center"><B>2020</B></TD>
    <TD STYLE="vertical-align: bottom; border-bottom: black 1.5pt solid; text-align: center"><B>2019</B></TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: bottom">The Sub-Adviser received sub-advisory fees of</TD>
    <TD STYLE="vertical-align: top; text-align: center">$5,210,358</TD>
    <TD STYLE="vertical-align: top; text-align: center">$3,343,574</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">$2,922,003</TD></TR>
  </TABLE>
<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 6pt 0">Other Agreements</P>

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


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

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="width: 63%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD>
    <TD STYLE="width: 13%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3" STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Fiscal Year Ended May 31,</B></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt solid; text-align: center"><B>2021</B></TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt solid; text-align: center"><B>2020</B></TD>
    <TD STYLE="vertical-align: bottom; border-bottom: black 1.5pt solid; text-align: center"><B>2019</B></TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: bottom">MUFG received administration fees of</TD>
    <TD STYLE="vertical-align: top; text-align: center">$191,569</TD>
    <TD STYLE="vertical-align: top; text-align: center">$140,307</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">$127,660</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in"><I>Fund Accounting Agreement. </I>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: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in"><I>Fund Accounting Fee.</I></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 8pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="width: 63%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD>
    <TD STYLE="width: 13%">&nbsp;</TD>
    <TD STYLE="width: 12%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD>
    <TD COLSPAN="3" STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Fiscal Year Ended May 31,</B></TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom">&nbsp;</TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt solid; text-align: center"><B>2021</B></TD>
    <TD STYLE="vertical-align: top; border-bottom: black 1.5pt solid; text-align: center"><B>2020</B></TD>
    <TD STYLE="vertical-align: bottom; border-bottom: black 1.5pt solid; text-align: center"><B>2019</B></TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: bottom">MUFG received fund accounting fees of</TD>
    <TD STYLE="vertical-align: top; text-align: center">$184,622</TD>
    <TD STYLE="vertical-align: top; text-align: center">$140,927</TD>
    <TD STYLE="vertical-align: bottom; text-align: center">$130,309</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center; text-indent: 0in">Portfolio
Transactions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Subject to policies established by the Board
of Trustees of the Fund, the Sub-Adviser is responsible for placing purchase and sale orders and the allocation of brokerage on behalf
of the Fund. Transactions in equity securities are in most cases effected on U.S. stock exchanges and involve the payment of negotiated
brokerage commissions. In general, there may be no stated commission in the case of securities traded in over-the-counter markets, but
the prices of those securities may include undisclosed commissions or mark-ups. Principal transactions are not entered into with affiliates
of the Fund. The Fund has no obligations to deal with any broker or group of brokers in executing transactions in portfolio securities.
In executing transactions, the Sub-Adviser seeks to obtain the best price and execution for the Fund, taking into account such factors
as price, size of order, difficulty of execution and operational facilities of the firm involved and the firm&rsquo;s risk in positioning
a block of securities. While the Sub-Adviser generally seeks reasonably competitive commission rates, the Fund does not necessarily pay
the lowest commission available.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Subject to obtaining the best price and execution,
brokers who provide supplemental research, market and statistical information to the Sub-Adviser or its affiliates may receive orders
for transactions by the Fund. The term &ldquo;research, market and statistical information&rdquo; includes advice as to the value of securities,
and advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities,
and furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the
performance of accounts. Information so received will be in addition to and not in lieu of the services required to be performed by the
Sub-Adviser under the Sub-Advisory Agreement, and the expenses of the Sub-Adviser will not necessarily be reduced as a result of the receipt
of such supplemental information. Such information may be useful to the Sub-Adviser and its affiliates in providing services to clients
other than the Fund, and not all such information is used by the Sub-Adviser in connection with the Fund. Conversely, such information
provided to the Sub-Adviser and its affiliates by brokers and dealers through whom other clients of the Sub-Adviser and its affiliates
effect securities transactions may be useful to the Sub-Adviser in providing services to the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Although investment decisions for the Fund are
made independently from those of the other accounts managed by the Sub-Adviser and its affiliates, investments of the kind made by the
Fund may also be made by those other accounts. When the same securities are purchased for or sold by the Fund and any of such other accounts,
it is the policy of the Sub-Adviser and its affiliates to allocate such purchases and sales in the manner deemed fair and equitable to
all of the accounts, including the Fund.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Commissions Paid. </I>Unless otherwise disclosed
below, the Fund paid no commissions to affiliated brokers during the last three fiscal years. The Fund paid approximately the following
commissions to brokers during the fiscal years shown:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; 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>
    <TD STYLE="width: 57%">&nbsp;</TD>
    <TD STYLE="width: 21%">&nbsp;</TD>
    <TD STYLE="width: 22%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: black 1.5pt solid"><B>Fiscal Year Ended May 31,</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>All Brokers</B></TD>
    <TD STYLE="border-bottom: black 1.5pt solid; text-align: center"><B>Affiliated Brokers</B></TD></TR>
  <TR STYLE="background-color: #CCEEFF">
    <TD>2021&#9; <B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
    <TD STYLE="text-align: center">&nbsp;&nbsp;$25,518&nbsp;&nbsp;</TD>
    <TD STYLE="text-align: center">$0</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
    <TD>2020</TD>
    <TD STYLE="text-align: center">$44,886</TD>
    <TD STYLE="text-align: center">$0</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
    <TD>2019</TD>
    <TD STYLE="text-align: center">$32,327</TD>
    <TD STYLE="text-align: center">$0</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
    <TD><B>Fiscal Year Ended May 31, 2021 Percentages:</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
    <TD>Percentage of aggregate brokerage commissions paid to</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
    <TD STYLE="text-indent: 9pt">affiliated broker</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">0%</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
    <TD>Percentage of aggregate dollar amount of transactions</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
    <TD COLSPAN="2" STYLE="text-indent: 9pt">involving the payment of commissions effected through affiliated broker</TD>
    <TD STYLE="text-align: center">0%</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; text-indent: 0.5in">During the fiscal year ended May 31, 2021, the
Fund paid $0 in brokerage commissions on transactions totaling $0 to brokers selected primarily on the basis of research services provided
to the Investment Adviser or the Sub-Adviser.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center; text-indent: 0in">U.S.
Federal Income Tax Considerations</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">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.
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 investment). 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 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, state, local and foreign 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 discussions set forth herein and in the
prospectus do 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 each year as a regulated investment company under Subchapter M of the Code. Accordingly, the Fund must, among
other things, (i) derive in each taxable year at least 90% of its gross income from (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) net income derived from interests in &ldquo;qualified publicly traded partnerships&rdquo;
(as defined in the Code) (the &ldquo;Gross Income Test&rdquo;); and (ii) 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 regulated investment companies 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 regulated investment companies) 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 qualified publicly traded partnerships. 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).</P>


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<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 regulated
investment company, the Fund generally will not be subject to U.S. federal income tax on income and gains that the Fund distributes to
its Common Shareholders, provided that it distributes each taxable year at least 90% of the sum of (i) the Fund&rsquo;s investment company
taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gain over net long-term
capital loss, and other taxable income, other than any net capital gain (defined below), reduced by deductible expenses) determined without
regard to the deduction for dividends and distributions paid and (ii) the Fund&rsquo;s net tax-exempt interest (the excess of its gross
tax-exempt interest over certain disallowed deductions). The Fund intends to distribute substantially all of such 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 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 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 avoid entirely 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">If for any taxable year the Fund does not qualify
as a regulated investment company, all of its taxable income (including its net capital gain, which consists of the excess of its net
long-term capital gain over its net short-term capital loss) 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. 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 corporate Common Shareholders, subject, in each case, to certain holding period requirements. To qualify
again to be taxed as a regulated investment company in a subsequent year, the Fund would be required to distribute to its Common Shareholders
its earnings and profits attributable to non-regulated investment company years. If the Fund fails to qualify as a regulated investment
company for a period greater than two taxable years, the Fund may be required to recognize and pay tax on any net built-in gains with
respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would
have been realized with respect to such assets if the Fund had been liquidated) or, alternatively, to elect to be subject to taxation
on such built-in gain recognized for a period of five years, in order to qualify as a regulated investment company in a subsequent year.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The Fund&rsquo;s Investments</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 (including mark-to-market, constructive sale, straddle, wash sale,
short sale and other rules) that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or
deductions, including the dividends received deduction, (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 ordinary loss or a deduction into 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% annual 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 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
regulated investment company. Additionally, the Fund may be required to limit its activities in derivative instruments in order to enable
it to maintain its regulated investment company status.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain debt securities acquired by the Fund
may be treated as having been issued with original issue discount for U.S. federal income tax purposes. Generally, the amount of the original
issue discount is treated as interest income and is included in taxable income (and required to be distributed by the Fund in order to
qualify as a regulated investment company and avoid U.S. federal income tax or the 4% excise tax on undistributed income)</P>


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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">over the term of the security, even though payment of that amount
is not received until a later time, usually when the debt security matures. Other investments may similarly require the Fund to recognize
taxable income without a corresponding receipt of cash.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain types of income received by the Fund
from REITs, REMICs, taxable mortgage pools or other investments may cause the Fund to report some or all of its distributions as &ldquo;excess
inclusion income.&rdquo; To Fund Common Shareholders such excess inclusion income will (i) constitute taxable income, as &ldquo;unrelated
business taxable income&rdquo; (&ldquo;UBTI&rdquo;) for those Common Shareholders who would otherwise be tax-exempt such as individual
retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities, (ii) not be offset against net operating
losses for tax purposes, (iii) not be eligible for reduced U.S. withholding for non-U.S. Common Shareholders even from tax treaty countries
and (iv) cause the Fund to be subject to tax if certain &ldquo;disqualified organizations,&rdquo; as defined by the Code (which includes
charitable remainder trusts), are Fund Common Shareholders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Gain or loss on the sales of securities by the
Fund will generally be long-term capital gain or loss if the securities have been held by the Fund for more than one year. Gain or loss
on the sale of securities held for one year or less will be short-term capital gain or loss.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Because the Fund may invest in foreign securities,
its income from such securities may be subject to non-U.S. taxes. The Fund will not be eligible to elect to &ldquo;pass-through&rdquo;
to Common Shareholders of the Fund the ability to use the foreign tax deduction or foreign tax credit for foreign taxes paid with respect
to qualifying taxes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Private Investment Funds Taxed as Partnerships.
</I>Certain of the Private Investment Funds in which the Fund may invest will be treated as partnerships for U.S. federal income tax purposes.
Consequently, the Fund&rsquo;s income, gains, losses, deductions and expenses will depend upon the corresponding items recognized by such
Private Investment Funds. In addition, the Fund&rsquo;s proportionate share of the assets of each such Private Investment Fund will be
treated as if held directly by the Fund. In these instances, the Fund will be required to meet the diversification test with respect to
the assets of such Private Investment Funds. The Fund generally will not invest in Private Investment Funds that are treated as partnerships
for U.S. federal income tax purposes unless the terms of such investment provide, or the managers of such Private Investment Funds agree
to provide, the Fund with information on a regular basis as reasonably necessary to monitor the Fund&rsquo;s qualification as a regulated
investment company 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>Private Investment Funds Taxed as PFICs. </I>The
Fund anticipates that certain of the Private Investment Funds in which it invests will be treated as &ldquo;passive foreign investment
companies&rdquo; (&ldquo;PFICs&rdquo;) for U.S. federal income tax purposes. In general, a PFIC is any foreign corporation that has 75%
or more of its gross income for the taxable year which consists of passive income or that has 50% or more of the average fair market value
of its assets which consists of assets that produce, or are held for the production of, passive income.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">If the Fund makes an election to treat the PFIC
as a &ldquo;qualified electing fund&rdquo; (a &ldquo;QEF Election&rdquo;), the Fund would be taxed currently on the PFIC&rsquo;s income
without regard to whether the Fund received any distributions from the PFIC. If the Fund makes a QEF Election with respect to a Private
Investment Fund and the Private Investment Fund complies with certain annual reporting requirements, the Fund will be required to include
in its gross income each year its pro rata share of the Private Investment Fund&rsquo;s ordinary income and net capital gains (at ordinary
income and capital gain rates, respectively) for each year in which the Private Investment Fund is a PFIC, regardless of whether the Fund
receives distributions from the Private Investment Fund. To the extent the Private Investment Fund makes actual distributions to the Fund
in the applicable taxable years, such income and gain inclusions resulting from a QEF Election would constitute qualifying income for
purposes of the income requirement applicable to regulated investment companies under Subchapter M of the Code. However, to the extent
such inclusions exceed such actual distributions, the classification of such inclusions for purposes of the income requirement is uncertain,
and proposed regulations would treat such inclusions as non-qualifying. By reason of such inclusions, the Fund would be deemed to have
received net investment income, which would be subject to the 90% distribution requirement, and to have received net capital gains, possibly
without a corresponding receipt of cash. The Fund&rsquo;s basis in the shares it owns in the Private Investment Fund will be increased
to reflect any such deemed distributed income. Because some of the Private Investment Funds in which the Fund may invest may defer the
payment of management and/or incentive compensation fees, during the deferral period the Fund&rsquo;s pro rata share of the Private Investment
Fund&rsquo;s ordinary income will be higher than it would be if the Private Investment Fund had not deferred the payment of such fees.
A QEF Election is subject to a number of specific rules and requirements, and</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">not all of the Private Investment Funds in which the Fund may invest
may provide their investors with the information required to satisfy the reporting requirements necessary for the Fund to make a QEF Election.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In lieu of making a QEF Election, the Fund could
elect to mark-to-market its PFIC stock and include in income any resulting gain or loss (a &ldquo;Mark-to-Market Election&rdquo;). The
Fund anticipates that it will make a Mark-to-Market Election with respect to the stock of any PFICs in which it invests that do not provide
the Fund with the information necessary for the Fund to make a QEF Election. Unlike in the case of a QEF Election, under a Mark-to-Market
Election the Fund will not be deemed to have received distributions of net investment income or net capital gains from the PFIC. If the
Fund makes a Mark-to-Market Election with respect to a PFIC, the Fund will be deemed to have sold the shares of that PFIC as of the last
day of the Fund&rsquo;s taxable year and will be required to include in the Fund&rsquo;s net investment income the positive difference,
if any, between the fair market value of shares as of the end of the Fund&rsquo;s taxable year and the adjusted basis of such shares.
All of such positive difference will be treated as ordinary income and will be a dividend in the hands of the Fund. Moreover, any gain
from the Fund&rsquo;s actual sale of PFIC shares with respect to which the Fund has made a Mark-to-Market Election will be ordinary income
in the Fund&rsquo;s hands. Thus, unlike the case of a QEF Election, the Fund cannot generate long-term capital gains with respect to PFIC
stock for which the Fund has made a Mark-to-Market Election. The Fund will recognize income regardless of whether the PFIC has made any
distributions to the Fund and such income will constitute net investment income subject to the 90% distribution requirement described
above. The Fund&rsquo;s basis in the shares it owns in the Private Investment Fund will be increased to reflect any such recognized income.
The Fund may deduct any decrease in value equal to the excess of its adjusted basis in the shares over the fair market value of the shares
of the Private Investment Fund as of the end of the Fund&rsquo;s taxable year, but only to the extent of any previously unreversed net
mark-to-market gains included in the Fund&rsquo;s income for prior taxable years.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund intends to borrow funds or to redeem
a sufficient amount of its investments in Private Investment Funds that are PFICs and for which the Fund has made either a QEF Election
or a Mark-to-Market Election so that the Fund has sufficient cash to meet the distribution requirements to maintain its qualification
as a regulated investment company and minimize U.S. federal income and excise taxes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In the event that the Fund does not make a QEF
Election or a Mark-to-Market Election with respect to PFIC stock held by the Fund, the Fund would be taxed at ordinary income rates and
pay an interest charge if it received an &ldquo;excess distribution&rdquo; (generally, a distribution in excess of a base amount) or if
it realized gain on the sale of its PFIC stock. The amount of the excess distribution or gain would be allocated ratably to each day in
the Fund&rsquo;s holding period for the PFIC stock, and the Fund would be required to include the amount allocated to the current taxable
year in its income as ordinary income for such year. The amounts allocated to prior taxable years generally would be taxed at the highest
ordinary income tax rate in effect for each such prior taxable year and would also be subject to an interest charge computed as if such
tax liability had actually been due with respect to each such prior taxable year. The Fund expects to make a QEF Election or a Mark-to-Market
Election with respect to the PFICs in which it invests and, accordingly, does not expect to be subject to this &ldquo;excess distribution&rdquo;
regime.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in"><I>Risk-Linked Securities. </I>The treatment
of risk-linked securities for U.S. federal income tax purposes is uncertain and will depend on the particular features of each such securities.
The Fund expects that it will generally treat the risk-linked securities in which it invests as equity of the issuer for U.S. federal
income tax purposes, whether that treatment is mandated by the terms of the applicable bond indentures or otherwise, although this determination
will necessarily be made on an investment by investment basis. It is possible that the IRS will provide future guidance with respect to
the treatment of instruments like the risk-linked securities or challenge the treatment adopted by the Fund for one or more of its risk-linked
securities investments. A change in the treatment of the Fund&rsquo;s risk-linked securities investments that is required as a result
of such guidance or an IRS challenge could affect the timing, character and amount of the Fund&rsquo;s income from the risk-linked securities.
This, in turn, could affect whether the Fund has satisfied the distribution requirements necessary to qualify as a regulated investment
company and to avoid a Fund-level tax.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Risk-linked securities that are treated as equity
may be subject to special U.S. federal income tax rules applicable to equity investments in a PFIC, and will generally be subject to the
PFIC rules described above under the caption &ldquo;Private Investment Funds Taxed as PFICs.&rdquo; In cases in which the Fund treats
such risk-linked securities as an equity interest in a PFIC, the Fund generally expects to make a Mark-to-Market Election, which would
require the Fund to recognized income or (subject to certain limitations) loss annually based on the difference between the fair market
value of the risk-linked securities at the end of the year and the Fund&rsquo;s adjusted basis in the risk-linked securities. Because
the Mark-to-Market Election can result in recognition of income without the concurrent receipt</P>


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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">of cash, the Fund may have to borrow funds or sell portfolio securities,
thereby possibly resulting in the recognition of additional income or gain to satisfy the distribution requirements necessary to qualify
as a regulated investment company and to avoid a Fund-level tax. If the Fund were not able to meet such distribution requirements, the
Fund would run the risk of losing its qualification as a regulated investment company.</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">The Fund will either distribute or retain for
reinvestment all or part of its net capital gain. 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">Distributions paid to you by the Fund from its
net capital gains, 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 net 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. Capital gain dividends are not eligible for the dividends received deduction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Properly reported ordinary income dividends received
by corporate holders of Common Shares 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 properly reported 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<I>., </I>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. The reduced
rates for &ldquo;qualified dividend income&rdquo; are not applicable to (i) dividends paid by a foreign corporation that is a PFIC, (ii)
income inclusions from a QEF Election with respect to a PFIC and (iii) ordinary income from a Mark-to-Market Election with respect to
a PFIC. 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. There can be no assurance
as to what portion of the Fund&rsquo;s distributions will qualify for favorable treatment as qualified dividend income or will be eligible
for the dividends received deduction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">A dividend (whether paid in cash or reinvested
in additional Fund Common Shares) will not be treated as qualified dividend income (whether received by the Fund or paid by the Fund to
a Common Shareholder) if (1) the dividend is received with respect to any share held for fewer than 61 days during the 121-day period
beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend, (2) to the
extent that the Common Shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property, or (3) if the Common Shareholder elects to have the dividend treated
as investment income for purposes of the limitation on deductibility of investment interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain distributions reported by the Fund as
section 163(j) interest dividends may be treated as interest income by Common Shareholders for purposes of the tax rules applicable to
interest expense limitations under Section 163(j) of the Code. Such treatment by the Common Shareholder is generally subject to holding
period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends
declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent
basis. The amount that the Fund is eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of
the Fund&rsquo;s business interest income over the sum of the Fund&rsquo;s (i) business interest expense and (ii) other deductions properly
allocable to the Fund&rsquo;s business interest income.</P>


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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Individuals (and certain other non-corporate
entities) are generally eligible for a 20% deduction with respect to taxable ordinary REIT dividends. Applicable Treasury regulations
allow the Fund to pass through to its Common Shareholders such taxable ordinary REIT dividends. Accordingly, individual (and certain other
non-corporate) Common Shareholders of the Fund that have received such taxable ordinary REIT dividends may be able to take advantage of
this 20% deduction with respect to any such amounts passed through.</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 (assuming the Common Shares are
held as a capital asset). The amount of any Fund distribution that is treated as a 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">Common Shareholders may be entitled to offset
their capital gain dividends with capital loss. The Code contains a number of statutory provisions affecting when capital loss may be
offset against capital gain, and limiting the use of loss from certain investments and activities. Accordingly, Common Shareholders that
have capital losses are urged to consult their tax advisers.</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 though they are reinvested in additional Common Shares of the Fund. Dividends and other distributions paid by the
Fund are generally treated under the Code 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. In addition, certain other distributions made
after the close of the Fund&rsquo;s taxable year may be &ldquo;spilled back&rdquo; and treated as paid by the Fund (except for purposes
of the 4% nondeductible excise tax) during such taxable year. In such case, you will be treated as having received such dividends in the
taxable year in which the distributions were actually made.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The price of Common Shares purchased at any time
may reflect the amount of a forthcoming distribution. Those purchasing Common Shares just prior to a distribution will receive a distribution
which will be taxable to them even though it represents in part a return of invested capital.</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">Ordinary income dividends and capital gain dividends
also may be subject to state and local taxes. Common Shareholders are urged to consult their own tax advisers regarding specific questions
about U.S. federal (including the application of the alternative minimum tax rules), state, local or foreign tax consequences to them
of investing in the Fund.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The sale or other disposition of Common Shares
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 at the time of sale. 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 dividend) 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 preferential
maximum tax rates.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Certain non-corporate U.S. Common Shareholders
whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on all or a portion of their &ldquo;net investment
income,&rdquo; which includes dividends received from the Fund and capital gains from the sale or other disposition 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">A Common Shareholder that is a nonresident alien
individual or a foreign corporation (a &ldquo;foreign investor&rdquo;) generally will be subject to U.S. federal withholding tax at the
rate of 30% (or possibly a lower rate provided by an</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">applicable tax treaty) on ordinary income dividends (except as discussed
below). In general, U.S. federal withholding tax and U.S. federal income tax will not apply to any gain or income realized by a foreign
investor in respect of any distributions of net capital gain or upon the sale or other disposition of Common Shares of the Fund. Different
tax consequences may result if the foreign investor is engaged in a trade or business in the United States or, in the case of an individual,
is present in the United States for 183 days or more during a taxable year and certain other conditions are met. Foreign investors should
consult their tax advisers regarding the tax consequences of investing in the Fund&rsquo;s Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Ordinary income dividends properly reported by
a regulated investment company are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the regulated
investment company&rsquo;s &ldquo;qualified net interest income&rdquo; (generally, the regulated investment company&rsquo;s U.S. source
interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the regulated
investment company is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of
the regulated investment company&rsquo;s &ldquo;qualified short-term capital gains&rdquo; (generally, the excess of the regulated investment
company&rsquo;s net short-term capital gain over the regulated investment company&rsquo;s long-term capital loss for such taxable year).
Depending on its circumstances, the Fund may report all, some or none of its potentially eligible dividends as such qualified net interest
income or as qualified short-term capital gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from
withholding. To qualify for this exemption from withholding, a foreign investor must comply with applicable certification requirements
relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, W-8BEN-E or substitute Form). In the case of Common
Shares held through an intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income
or qualified short-term capital gain. Foreign investors should contact their intermediaries with respect to the application of these rules
to their accounts. There can be no assurance as to what portion of the Fund&rsquo;s distributions will qualify for favorable treatment
as qualified net interest income or qualified short-term capital gains.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">In addition, withholding at a rate of 30% is
required on dividends in respect of Common Shares held by or through certain foreign financial institutions (including investment funds),
unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect
to shares in, and accounts maintained by, the institution to the extent such shares or accounts are held by certain U.S. persons or by
certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. Accordingly, the entity
through which Common Shares are held will affect the determination of whether such withholding is required. Similarly, dividends in respect
of Common Shares held by an investor that is a non-financial non-U.S. entity will be subject to withholding at a rate of 30%, unless such
entity either (i) certifies that such entity does not have any &ldquo;substantial U.S. owners&rdquo; or (ii) provides certain information
regarding the entity&rsquo;s &ldquo;substantial U.S. owners,&rdquo; which the applicable withholding agent will in turn provide to the
Secretary of the Treasury. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury
regulations or other guidance, may modify these requirements. Non-U.S. Common Shareholders are encouraged to consult with their tax advisers
regarding the possible implications of these rules on their investment in our Common Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">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 (including individuals) 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 timely 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 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. Ordinary income
and capital gain dividends may also be subject to state and local taxes. 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 12pt; text-transform: uppercase; text-align: center; text-indent: 0in">General
Information</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Proxy Voting Policy and Procedures and Proxy Voting Record</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The Fund has delegated the voting of proxies
relating to its portfolio securities to the Sub-Adviser. The Sub-Adviser&rsquo;s Proxy Voting Policy is included as Appendix B to this
SAI.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Information on how the Fund voted proxies relating
to portfolio securities during the most recent twelve-month period ended June 30 is available without charge, upon request, by calling
(800) 851-0264. The information is also available on the SEC&rsquo;s web site at www.sec.gov.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As of the date of this SAI, to the knowledge
of the Fund, no person beneficially owned more than 5% of the voting securities of any class of equity securities of the Fund.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Dechert LLP is counsel to the Fund in connection
with the issuance of the Common Shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">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. Ernst &amp; Young LLP has audited
the Fund&rsquo;s financial statements and financial highlights, including the notes thereto, included in the Fund&rsquo;s annual report
to shareholders for the year ended May 31, 2021, as set forth in their report, which is incorporated by reference in this SAI. The Fund&rsquo;s
financial statements and schedules are incorporated by reference in reliance on Ernst &amp; Young LLP&rsquo;s report, given upon their
authority as experts in accounting and auditing.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Pursuant to Rule 17j-1 under the 1940 Act, the
Fund, the Investment Adviser and Sub-Adviser have each adopted a written code of ethics (the &ldquo;Codes of Ethics&rdquo;) which govern
the personal securities transactions of &ldquo;access persons&rdquo; of the Fund. Access persons may invest in securities, including securities
that may be purchased or held by the Fund, provided that they obtain prior clearance before engaging in securities transactions, subject
to certain de minimis exceptions. Access persons include officers and Trustees of the Fund and the Investment Adviser and Sub-Adviser
and employees that participate in, or obtain information regarding, the purchase or sale of securities by the Fund or whose job relates
to the making of any recommendations with respect to such purchases or sales. All access persons must report their personal securities
transactions within thirty days of the end of each calendar quarter. Subject to certain de minimis exceptions for access persons not involved
in the fund accounting or asset management activities of the Investment Adviser and Sub-Adviser, access persons will not be permitted
to effect transactions in a security if it: (1) is being considered for purchase or sale by the Fund; (2) is being purchased or sold by
the Fund; or (3) is being offered in an initial public offering. Portfolio managers, research analysts and traders are also prohibited
from purchasing or selling a security within seven calendar days before or after any fund in the Family of Funds or any funds managed
by an affiliated investment adviser trades in that security. Any material violation of the Codes of Ethics is reported to the Board of
the Fund. The Board also reviews the administration of the Code of Ethics on an annual basis and approves any material changes to the
Code of Ethics pursuant to the requirements of Rule 17j-1 of the 1940 Act. The Codes of Ethics of the Fund, the Investment Adviser and
the Sub-Adviser are on file with the SEC and are also available on the EDGAR Database on the SEC&rsquo;s Internet site at www.sec.gov,
and copies of the Codes of Ethics may be obtained, after paying a duplicating fee, by electronic request at the following email address:
publicinfo@sec.gov.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">As noted above, this Statement of Additional
Information 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 is allowed to &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 Statement
of Additional Information, and later information that the Fund files with the SEC will automatically update and supersede this information.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; 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 Statement of Additional Information. To obtain copies of these
filings, see &ldquo;Additional Information&rdquo; in the Prospectus.</P>

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center; text-indent: 0in">Financial
Statements</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">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 accompanying notes thereto and
the report of Ernst &amp; Young LLP thereon, as contained in the Fund&rsquo;s Form N-CSR filed with the SEC on August 6, 2021, are incorporated
by reference in this Statement of Additional Information. Shareholder reports are available upon request and without charge by calling
(800) 345-7999 or by writing the Fund at 227 West Monroe Street, Chicago, Illinois 60606. All other portions of the Fund&rsquo;s annual
report to shareholders are not incorporated herein by reference and are not part of the Fund&rsquo;s registration statement, this Statement
of Additional Information, the Prospectus or any prospectus supplement.</P>


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

<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 0; text-align: center">S-47</P>


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

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

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><FONT STYLE="text-transform: uppercase">Standard &amp; Poor&rsquo;s
Corporation</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">A brief description of the applicable S&amp;P
Global Ratings and its affiliates (together, &ldquo;S&amp;P&rdquo;) rating symbols and their meanings (as published by S&amp;P) follows.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">An S&amp;P issue credit rating is a forward-looking
opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations,
or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration
the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency
in which the obligation is denominated. The opinion reflects S&amp;P&rsquo;s view of the obligor&rsquo;s capacity and willingness to meet
its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could
affect ultimate payment in the event of default.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Issue credit ratings can be either long-term
or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term
ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Long-Term Issue Credit Ratings*</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">Issue credit ratings are based, in varying degrees,
on S&amp;P&rsquo;s analysis of the following considerations:</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>The likelihood of payment&mdash;the capacity and willingness of the obligor to meet its financial commitments on an obligation in
accordance with the terms of the obligation.</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>The nature of and provisions
of the financial obligation, and the promise we impute; and&nbsp;</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>The protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy, reorganization, or other
arrangement under the laws of bankruptcy and other laws affecting creditors&rsquo; rights.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">The issue ratings is an assessment of default
risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically
rated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an
entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>AAA</B> An obligation rated &lsquo;AAA&rsquo; has the highest
rating assigned by S&amp;P. The obligor&rsquo;s capacity to meet its financial commitments on the obligation is extremely strong.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>AA</B> An obligation rated &lsquo;AA&rsquo; differs from the highest-rated
obligations only to a small degree. The obligor&rsquo;s capacity to meet its financial commitments on the obligation is very strong.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>A</B> An obligation rated &lsquo;A&rsquo; is somewhat more susceptible
to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor&rsquo;s
capacity to meet its financial commitments on the obligation is still strong.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>BBB</B> An obligation rated &lsquo;BBB&rsquo; exhibits adequate
protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor&rsquo;s capacity
to meet its financial commitments on the obligation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>BB, B, CCC, CC, and C</B> Obligations rated &lsquo;BB&rsquo;,
&lsquo;B&rsquo;, &lsquo;CCC&rsquo;, &lsquo;CC&rsquo;, and &lsquo;C&rsquo; are regarded as having significant speculative characteristics.
&lsquo;BB&rsquo; indicates the least degree of speculation and &lsquo;C&rsquo; the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>BB </B>An obligation rated &lsquo;BB&rsquo; is less vulnerable
to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial,
or economic conditions that could lead to the obligor&rsquo;s inadequate capacity to meet its financial commitments on the obligation.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>B </B>An obligation rated &lsquo;B&rsquo; is more vulnerable to
nonpayment than obligations rated &lsquo;BB&rsquo;, but the obligor currently has the capacity to meet its financial commitments on the
obligation. Adverse business, financial, or economic conditions will likely impair the obligor&rsquo;s capacity or willingness to meet
its financial commitments on the obligation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>CCC </B>An obligation rated &lsquo;CCC&rsquo; is currently vulnerable
to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments
on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity
to meet its financial commitments on the obligation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>CC </B>An obligation rated &lsquo;CC&rsquo; is currently highly
vulnerable to nonpayment. The &lsquo;CC&rsquo; rating is used when a default has not yet occurred but S&amp;P expects default to be a
virtual certainty, regardless of the anticipated time to default.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>C </B>An obligation rated &lsquo;C&rsquo; is currently highly
vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations
that are rated higher.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>D </B>An obligation rated &lsquo;D&rsquo; is in default or in
breach of an imputed promise. For non-hybrid capital instruments, the &lsquo;D&rsquo; rating category is used when payments on an obligation
are not made on the date due, unless S&amp;P believes that such payments will be made within five business days in the absence of a stated
grace period or within the earlier of the stated grace period or 30 calendar days. The &lsquo;D&rsquo; rating also will be used upon the
filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example
due to automatic stay provisions. An obligation&rsquo;s rating is lowered to &lsquo;D&rsquo; if it is subject to a distressed exchange
offer.</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"><B>*</B></TD><TD>Ratings from &lsquo;AA&rsquo; to &lsquo;CCC&rsquo; may be modified by the addition of a plus (+) or minus (-) sign to show relative
standing within the rating categories.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Short-Term Issue Credit Ratings</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>A-1 </B>A short-term obligation rated &lsquo;A-1&rsquo; is rated
in the highest category by S&amp;P. The obligor&rsquo;s capacity to meet its financial commitments on the obligation is strong. Within
this category, certain obligations are designated with a plus sign (+). This indicates that the obligor&rsquo;s capacity to meet its financial
commitments on these obligations is extremely strong.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>A-2 </B>A short-term obligation rated &lsquo;A-2&rsquo; is somewhat
more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories.
However, the obligor&rsquo;s capacity to meet its financial commitments on the obligation is satisfactory.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>A-3 </B>A short-term obligation rated &lsquo;A-3&rsquo; exhibits
adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor&rsquo;s
capacity to meet its financial commitments on the obligation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>B </B>A short-term obligation rated &lsquo;B&rsquo; is regarded
as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments;
however, it faces major ongoing uncertainties that could lead to the obligor&rsquo;s inadequate capacity to meet its financial commitments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>C </B>A short-term obligation rated &lsquo;C&rsquo; is currently
vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial
commitments on the obligation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>D </B>A short-term obligation rated &lsquo;D&rsquo; is in default
or in breach of an imputed promise. For non-hybrid capital instruments, the &lsquo;D&rsquo; rating category is used when payments on an
obligation are not made on the date due, unless S&amp;P believes that such payments will be made within any stated grace period. However,
any stated grace period longer than five business days will be treated as five business days. The &lsquo;D&rsquo; rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty,
for example due to automatic stay provisions. An obligation&rsquo;s rating is lowered to &lsquo;D&rsquo; if it is subject to a distressed
exchange offer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>SPUR (S&amp;Ps Underlying Rating) </B>A SPUR is an opinion about
the stand-alone capacity of an obligor to pay debt service on a credit-enhanced debt issue, without giving effect to the enhancement that
applies to it. These ratings are published only at the request of the debt issuer or obligor with the designation SPUR to distinguish
them from the credit-enhanced rating that applies to the debt issue. S&amp;P maintains surveillance of an issue with a published SPUR.</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Municipal Short-Term Note Ratings Definitions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0.5in">A S&amp;P&rsquo;s U.S. municipal note rating
reflects S&amp;P&rsquo;s opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or
less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term
debt rating. In determining which type of rating, if any, to assign, S&amp;P&rsquo;s analysis will review the following considerations:</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Amortization schedule &mdash; the larger the final maturity relative to other maturities, the more likely it will be treated as a
note; 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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Source of payment &mdash; the more dependent the issue is on the market for its refinancing, the more likely it will be treated as
a note.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Note rating symbols are as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>SP-1 </B>Strong capacity to pay principal and interest. An issue
determined to possess a very strong capacity to pay debt service is given a plus (+) designation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>SP-2 </B>Satisfactory capacity to pay principal and interest,
with some vulnerability to adverse financial and economic changes over the term of the notes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>SP-3 </B>Speculative capacity to pay principal and interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>D </B>&lsquo;D&rsquo; is assigned upon failure to pay the note
when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking of similar action and where
default on an obligation is a virtual certainty, for example due to automatic stay provisions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Dual Ratings </B>Dual ratings may be assigned to debt issues that
have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest
as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either
a short-term or long-term transaction and accordingly use either short-term or long-term rating symbols. The second component of the rating
relates to the put option and is assigned a short-term rating symbol (for example, &lsquo;AAA/A-1+&rsquo; or &lsquo;A-1+/A-1&rsquo;).
With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the
rating (for example, &lsquo;SP-1+/A-1+&rsquo;).</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">S&amp;P uses the following qualifiers that limit the scope of a rating.
The structure of the transaction can require the use of a qualifier such as a &lsquo;p&rsquo; qualifier, which indicates the rating addresses
the principal portion of the obligation only. A qualifier appears as a suffix and is part of the rating.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Federal deposit insurance limit: &lsquo;L&rsquo; qualifier </B>Ratings
qualified with &lsquo;L&rsquo; apply only to amounts invested up to federal deposit insurance limits.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Principal: &lsquo;p&rsquo; qualifier </B>This suffix is used for
issues in which the credit factors, the terms, or both that determine the likelihood of receipt of payment of principal are different
from the credit factors, terms, or both that determine the likelihood of receipt of interest on the obligation. The &lsquo;p&rsquo; suffix
indicates that the rating addresses the principal portion of the obligation only and that the interest is not rated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Preliminary ratings: &lsquo;prelim&rsquo; qualifier </B>Preliminary
ratings, with the &lsquo;prelim&rsquo; suffix, may be assigned to obligors or obligations, including financial programs, in the circumstances
described below. Assignment of a final rating is conditional on the receipt by S&amp;P of appropriate documentation. S&amp;P reserves
the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating.</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final
documentation and legal opinions.</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor&rsquo;s emergence from bankruptcy or
similar reorganization, based on late-stage reorganization plans, documentation, and discussions with the obligor. Preliminary ratings
may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post- bankruptcy
issuer as well as attributes of the anticipated obligation(s).</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established
when, in S&amp;P&rsquo;s opinion, documentation is close to final.<BR>
Preliminary ratings may also be assigned to the obligations of these entities.</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>Preliminary ratings may be assigned when a previously unrated entity is undergoing a well- formulated restructuring, recapitalization,
significant financing, or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary
rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit
quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event.
Should the transformative event not occur, S&amp;P would likely withdraw these preliminary ratings.</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: 0.75in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Termination structures: &lsquo;t&rsquo; qualifier </B>This symbol
indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate
and cash settle all their contracts before their final maturity date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Counterparty instrument rating: &lsquo;cir&rsquo; qualifier </B>This
symbol indicates a counterparty instrument rating (CIR), which is a forward-looking opinion about the creditworthiness of an issuer in
a securitization structure with respect to a specific financial obligation to a counterparty (including interest rate swaps, currency
swaps, and liquidity facilities). The CIR is determined on an ultimate payment basis; these opinions do not take into account timeliness
of payment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>MOODY&rsquo;S INVESTORS SERVICE, INC.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">A brief description of the applicable Moody&rsquo;s Investors Service,
Inc. (&ldquo;Moody&rsquo;s&rdquo;) rating symbols and their meanings (as published by Moody&rsquo;s) follows.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Ratings assigned on Moody&rsquo;s global long-term and short-term
rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial
institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers
or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised
payments and the expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original
maturity of thirteen months or less and reflect both on the likelihood of a default on contractually promised payments and the expected
financial loss suffered in the event of default. Moody&rsquo;s issues ratings at the issuer level and instrument level on both the long-term
scale and the short-term scale. Typically, ratings are made publicly available although private and unpublished ratings may also be assigned.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Moody&rsquo;s differentiates structured finance ratings from fundamental
ratings (<I>i.e.</I>, ratings on nonfinancial corporate, financial institution, and public sector entities) on the global long-term scale
by adding (sf ) to all structured finance ratings. The addition of (sf ) to structured finance ratings should eliminate any presumption
that such ratings and fundamental ratings at the same letter grade level will behave the same. The (sf ) indicator for structured finance
security ratings indicates that otherwise similarly rated structured finance and fundamental securities may have different risk characteristics.
Through its current methodologies, however, Moody&rsquo;s aspires to achieve broad expected equivalence in structured finance and fundamental
rating performance when measured over a long period of time.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Global Long-Term Rating Scale</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Aaa </B>Obligations rated Aaa are judged to be of the highest
quality, subject to the lowest level of credit risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Aa </B>Obligations rated Aa are judged to be of high quality and
are subject to very low credit risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>A </B>Obligations rated A are judged to be upper-medium grade
and are subject to low credit risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Baa </B>Obligations rated Baa are judged to be medium-grade and
subject to moderate credit risk and as such may possess certain speculative characteristics.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Ba </B>Obligations rated Ba are judged to be speculative and are
subject to substantial credit risk.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>B </B>Obligations rated B are considered speculative and are subject
to high credit risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Caa </B>Obligations rated Caa are judged to be speculative of
poor standing and are subject to very high credit risk.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>Ca </B>Obligations rated Ca are highly speculative and are likely
in, or very near, default, with some prospect of recovery of principal and interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>C </B>Obligations rated C are the lowest rated and are typically
in default, with little prospect for recovery of principal or interest.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B><U>Note: </U></B>Moody&rsquo;s appends numerical modifiers 1,
2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end
of that generic rating category. Additionally, a &ldquo;(hyb)&rdquo; indicator is appended to all ratings of hybrid securities issued
by banks, insurers, finance companies, and securities firms.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">By their terms, hybrid securities allow for the omission of scheduled
dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may
also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator,
the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Global Short-Term Rating Scale</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>P-1 </B>Issuers (or supporting institutions) rated Prime-1 have
a superior ability to repay short-term debt obligations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>P-2 </B>Issuers (or supporting institutions) rated Prime-2 have
a strong ability to repay short-term debt obligations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>P-3 </B>Issuers (or supporting institutions) rated Prime-3 have
an acceptable ability to repay short-term obligations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>NP </B>Issuers (or supporting institutions) rated Not Prime do
not fall within any of the Prime rating categories.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B><I>Short-Term Obligation Ratings. </I></B>While the global short-term
&lsquo;prime&rsquo; rating scale is applied to US municipal tax-exempt commercial paper, these programs are typically backed by external
letters of credit or liquidity facilities and their short-term prime ratings usually map to the long-term rating of the enhancing bank
or financial institution and not to the municipality&rsquo;s rating. Other short-term municipal obligations, which generally have different
funding sources for repayment, are rated using two additional short-term rating scales (<I>i.e.</I>, the MIG and VMIG scales discussed
below).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">The Municipal Investment Grade (MIG) scale is used to rate US municipal
bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues
or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer&rsquo;s
long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels &mdash; MIG1 through
MIG3 &mdash; while speculative grade short-term obligations are designated SG.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>MIG 1 </B>This designation denotes superior credit quality. Excellent
protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market
for refinancing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>MIG 2 </B>This designation denotes strong credit quality. Margins
of protection are ample, although not as large as in the preceding group.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>MIG 3 </B>This designation denotes acceptable credit quality.
Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>SG </B>This designation denotes speculative-grade credit quality.
Debt instruments in this category may lack sufficient margins of protection.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B><I>Demand Obligation Ratings. </I></B>In the case of variable
rate demand obligations (VRDOs), a two-component rating is assigned: a long- or short-term debt rating and a demand obligation rating.
The first element represents Moody&rsquo;s evaluation of risk associated with scheduled principal and interest payments. The second element
represents Moody&rsquo;s evaluation of risk associated with the ability to receive purchase price upon demand (&ldquo;demand feature&rdquo;).
The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale. VMIG ratings
of demand obligations with unconditional liquidity support are mapped from the short-term debt rating or counterparty assessment) of the
support provider, or the underlying obligor in the absence of</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">third party liquidity support, with VMIG 1 corresponding to P-1,
VMIG 2 to P-2, VMIG 3 to P-3 and SG to not prime. For example, the VMIG rating for an industrial revenue bond with Company XYZ as the
underlying obligor would normally have the same numerical modifier as Company XYZ&rsquo;s prime rating. Transitions of VMIG ratings of
demand obligations with conditional liquidity support, as shown in the diagram below, differ from transitions on the Prime scale to reflect
the risk that external liquidity support will terminate if the issuer&rsquo;s long-term rating drops below investment grade.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>VMIG 1</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">This designation denotes superior credit quality. Excellent protection
is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the
timely payment of purchase price upon demand.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>VMIG 2</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">This designation denotes strong credit quality. Good protection is
afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely
payment of purchase price upon demand.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>VMIG 3</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">This designation denotes acceptable credit quality. Adequate protection
is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure
the timely payment of purchase price upon demand.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">This designation denotes speculative-grade credit quality. Demand
features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may
lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.</P>

<P STYLE="font: 10pt/11pt Times New Roman, Times, Serif; margin: 0"><B><U>Note: </U></B>For VRDBs supported with conditional liquidity
support, short-term ratings transition down at higher long-term ratings to reflect the risk of termination of liquidity support as a
result of a downgrade below investment grade. VMIG ratings of VRDBs with unconditional liquidity support reflect the short-term debt
rating (or counterparty assessment) of the liquidity support provider with VMIG 1 corresponding to P-1, VMIG 2 to P-2, VMIG 3 to P-3
and SG to not prime.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>e </B>Expected Ratings Indicator. To address market demand for
timely information on particular types of credit ratings, Moody&rsquo;s has licensed to certain third parties the right to generate &ldquo;Expected
Ratings.&rdquo; Expected Ratings are designated by an &ldquo;e&rdquo; after the rating code, and are intended to anticipate Moody&rsquo;s
forthcoming rating assignments based on reliable information from third party sources (such as the issuer or underwriter associated with
the particular securities) or established Moody&rsquo;s rating practices (<I>i.e.</I>, medium term notes are typically, but not always,
assigned the same rating as the note&rsquo;s program rating). Expected Ratings will exist only until Moody&rsquo;s confirms the Expected
Rating, or issues a different rating for the relevant instrument. Moody&rsquo;s encourages market participants to contact Moody&rsquo;s
Ratings Desk or visit www.moodys.com if they have questions regarding Expected Ratings, or wish Moody&rsquo;s to confirm an Expected Rating.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>(P) </B>Provisional Ratings. Moody&rsquo;s will often assign a
provisional rating to program ratings or to an issuer or an instrument when the assignment of a definitive rating is subject to the fulfilment
of contingencies that are highly likely to be completed. Upon fulfillment of these contingencies, such as finalization of documents and
issuance of the securities, the provisional notation is removed. A provisional rating is denoted by placing a (P) in front of the rating.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B># </B>Refundeds. Issues that are secured by escrowed funds held
in trust, reinvested in direct, non-callable US government obligations or non-callable obligations unconditionally guaranteed by the US
Government or Resolution Funding Corporation are identified with a # (hatch mark) symbol, <I>e.g., </I>#Aaa.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>WR </B>Withdrawn. When Moody&rsquo;s no longer rates an obligation
on which it previously maintained a rating, the symbol WR is employed.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>NR </B>Not Rated. NR is assigned to an unrated issuer, obligation
and/or program.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>NAV </B>Not Available. An issue that Moody&rsquo;s has not yet
rated is denoted by the NAV symbol.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>TWR </B>Terminated Without Rating. The symbol TWR applies primarily
to issues that mature or are redeemed without having been rated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>FITCH RATINGS, INC.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">A brief description of the applicable Fitch Ratings, Inc. (&ldquo;Fitch&rdquo;)
ratings symbols and meanings (as published by Fitch) follows.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Rated entities in a number of sectors, including financial and non-financial
corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings
(IDRs). IDRs are also assigned to certain entities or enterprises in global infrastructure, project finance and public finance. IDRs opine
on an entity&rsquo;s relative vulnerability to default (including by way of a distressed debt exchange) on financial obligations. The
threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured
failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">In aggregate, IDRs provide an ordinal ranking of issuers based on
the agency&rsquo;s view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><I>Long-Term Credit Ratings Scales</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>AAA Highest credit quality. </B>&lsquo;AAA&rsquo; ratings denote
the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments.
This capacity is highly unlikely to be adversely affected by foreseeable events.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>AA Very high credit quality. </B>&lsquo;AA&rsquo; ratings denote
expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>A High credit quality. </B>&lsquo;A&rsquo; ratings denote expectations
of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic conditions than is the case for higher ratings.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>BBB Good credit quality. </B>&lsquo;BBB&rsquo; ratings indicate
that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse
business or economic conditions are more likely to impair this capacity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>BB Speculative. </B>&lsquo;BB&rsquo; ratings indicate an elevated
vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business
or financial flexibility exists that supports the servicing of financial commitments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>B Highly speculative. </B>&lsquo;B&rsquo; ratings indicate that
material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity
for continued payment is vulnerable to deterioration in the business and economic environment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>CCC Substantial credit risk. </B>Default is a real possibility.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>CC Very high levels of credit risk. </B>Default of some kind appears
probable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>C Near default. </B>A default or default-like process has begun,
or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative
of a &lsquo;C&rsquo; category rating for an issuer 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: 0.4in">a.</TD><TD>the issuer has entered into a grace or cure period following non-payment of a material financial obligation;&#9;</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">b.</TD><TD>the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial
obligation; or&#9;</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">c.</TD><TD>the formal announcement by the issuer or their agent of a distressed debt exchange;</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">d.</TD><TD>a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal
in full during the life of the transaction, but where no payment default is imminent</TD></TR></TABLE>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>RD Restricted default. </B>&lsquo;RD&rsquo; ratings indicate an
issuer that in Fitch&rsquo;s opinion has experienced:</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">a.</TD><TD>an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation but</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">b.</TD><TD>has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and&#9;</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">c.</TD><TD>has not otherwise ceased operating.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">This would 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: 0.4in">i.</TD><TD>the selective payment default on a specific class or currency of debt;</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 uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank
loan, capital markets security or other material financial obligation;</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 extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either
in series or in parallel; 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: 0.4in">iv.</TD><TD>execution of a distressed debt exchange on one or more material financial obligations.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>D Default. </B>&lsquo;D&rsquo; ratings indicate an issuer that
in Fitch Ratings&rsquo; opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up
procedure or that has otherwise ceased business.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">Default ratings are not assigned prospectively to entities or their
obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be
considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or
other similar circumstance, or by a distressed debt exchange.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">In all cases, the assignment of a default rating reflects the agency&rsquo;s
opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition
of default under the terms of an issuer&rsquo;s financial obligations or local commercial practice.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B><I>Short-Term Ratings Assigned to Issuers and Obligations. </I></B>A
short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates
to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit
ratings are assigned to obligations whose initial maturity is viewed as &ldquo;short term&rdquo; based on market convention. Typically,
this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance
markets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>F1: Highest Short-Term Credit Quality. </B>Indicates the strongest
intrinsic capacity for timely payment of financial commitments; may have an added &ldquo;+&rdquo; to denote any exceptionally strong credit
feature.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>F2: Good Short-Term Credit Quality. </B>Good intrinsic capacity
for timely payment of financial commitments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>F3: Fair Short-Term Credit Quality. </B>The intrinsic capacity
for timely payment of financial commitments is adequate.</P>

<P STYLE="font: 10pt/15pt Times New Roman, Times, Serif; margin: 0"><B>B: Speculative Short-Term Credit quality. </B>Minimal capacity
for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>C: High Short-Term Default Risk. </B>Default is a real possibility.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt"><B>RD: Restricted Default. </B>Indicates an entity that has defaulted
on one or more of its financial commitments, although it continues to meet other financial obligations. Typically, applicable to entity
ratings only.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>D: Default. </B>Indicates a broad-based default event for an entity,
or the default of a short-term obligation.</P>


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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: center"><B>GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT,
LLC<BR>
Proxy Voting Policy and Procedures</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0">Guggenheim Partners Investment Management, LLC (&ldquo;GPIM&rdquo;)
generally is responsible for voting proxies with respect to securities held in client accounts, including clients registered as investment
companies under the Investment Company Act of 1940 (&ldquo;40 Act Funds&rdquo;) and clients that are pension plans (&ldquo;Plans&rdquo;)
subject to the Employee Retirement Income Security Act of 1974 (&ldquo;ERISA&rdquo;). This document sets forth GPIM&rsquo;s policies and
guidelines with respect to proxy voting and its procedures to comply with SEC Rule 206(4)-6 under the Investment Advisers Act of 1940.
Rule 206(4)-6 requires each registered investment adviser that exercises proxy voting authority with respect to client securities to:</P>

<UL STYLE="margin-top: 0in; list-style-type: disc">

<LI STYLE="margin: 10pt 0">Adopt and implement written policies and procedures reasonably designed to ensure that the adviser votes client
securities in the best interest of clients; such policies and procedures must address the manner in which the adviser will resolve material
conflicts of interest that can arise during the proxy voting process;</LI>

<LI STYLE="margin: 10pt 0">Disclose to clients how they may obtain information from the adviser about how the adviser voted proxies with
respect to their securities; and</LI>

<LI STYLE="margin: 10pt 0">Describe to clients the adviser&rsquo;s proxy voting procedures and, upon request, furnish a copy of the policies
and procedures.</LI>

</UL>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0">Where GPIM has been delegated the responsibility for voting proxies,
it must take reasonable steps under the circumstances to ensure that proxies are received and voted in the best long-term interests of
its clients. This generally means voting proxies with a view to enhancing the value of the securities held in client accounts, considering
all relevant factors and without giving undue weight to the opinions of individuals or groups who may have an economic interest in the
outcome of the proxy vote. GPIM&rsquo;s authority is initially established by its advisory contracts or comparable documents. Clients,
however, may change their proxy voting direction at any time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0">The financial interest of GPIM&rsquo;s clients is the primary consideration
in determining how proxies should be voted. Any material conflicts of interest between GPIM and its clients with respect to proxy voting
are resolved in the best interests of the clients.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0">This policy covers only proxy voting. It does not cover corporate
actions, such as rights offerings, tender offers, and stock splits, or actions initiated by holders of a security rather than the issuer
(such as reset rights for a CLO). This policy also does not cover legal actions, such as bankruptcy proceedings or class action lawsuits.
Corporate and legal actions involve decisions about a security itself, rather than decisions about the governance of the security&rsquo;s
issuer. As such, the investment team managing the client&rsquo;s account will decide whether and how to respond to a corporate or legal
action about which they are notified, with assistance from GPIM Compliance or Legal as needed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in"><B>1.1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Proxy
Voting Advisory Committee</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">Guggenheim Investments (&ldquo;GI&rdquo;) has established
the Proxy Voting Advisory Committee (&ldquo;PVAC&rdquo;) to oversee the proxy voting activities and policies and procedures of certain
GI registered investment advisers, including GPIM. The PVAC comprises of representatives from Investment Management, Compliance, Risk,
Operations and Legal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">The PVAC&rsquo;s primary responsibility will be to seek
to ensure that the GI Advisors, including GPIM, fulfill their fiduciary duties in voting proxies in the best interests of their clients,
and has certain responsibilities including, but not limited to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Oversee GPIM&rsquo;s proxy voting policies and procedures and ensure that a review of GPIM&rsquo;s proxy voting policies and procedures
is conducted no less frequently than annually;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT> Determine how GPIM should vote proxies on behalf of clients in certain conflict situations and evaluate recommendations, proposals
and issues that may not be covered by the proxy voting policies and procedures;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Review situations and documentation where Portfolio Managers/Investment Management has determined to override a voting recommendation
contrary to the Guidelines; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT>Oversee evaluation of GPIM&rsquo;s third-party proxy advisory firm&rsquo;s policies and procedures, due diligence and Guidelines
on an annual basis.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">The PVAC is authorized to meet two times annually and at
such other times as the PVAC may deem necessary or appropriate under its authorities and responsibilities. In general, the PVAC&rsquo;s
two regular meetings are to be held before and after proxy season.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0"><B>2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Procedures</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in"><B>2.1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Overview</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">Guggenheim Partners Investment Management, LLC (&ldquo;GPIM&rdquo;)
has adopted the proxy voting guidelines of an outside proxy voting firm, Institutional Shareholder Services Inc. (&ldquo;ISS&rdquo;),
as GPIM&rsquo;s proxy voting guidelines (&ldquo;Guidelines&rdquo;). GPIM has also engaged ISS to act as agent for the proxy process, to
maintain records on proxy votes for its clients, and to provide independent research on corporate governance, proxy and corporate responsibility
issues. At account inception, depending on the objective of the client account and the portfolio team managing, GPIM will assess the proxy
voting guidelines in Appendix A to determine which Guidelines will be followed. GPIM reviews the Guidelines and conducts a due diligence
assessment of ISS and the performance of its duties as agent at least annually.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">GPIM may override the Guidelines recommending a vote on
a particular proposal if GPIM determines a different vote to be in the best interest of the client or if required to deviate under applicable
rule, law or regulation. If a proposal is voted in a manner different than set forth in the Guidelines, the reasons therefore shall be
documented in writing by the appropriate investment team(s) and retained by Operations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">GPIM seeks to vote securities in the best interest of clients
and will apply the Guidelines regardless whether the issuer, a third party, or both solicit GPIM&rsquo;s vote.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">In the absence of contrary instructions received from GPIM,
ISS will vote proxies in accordance with the Guidelines, attached as Appendix A hereto, as such Guidelines may be revised from time to
time. ISS will employ these Guidelines based on account set up instructions received from Operations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in"><B>2.2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GPIM Voting</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">GPIM typically will vote proxies itself in two scenarios:
(1) the Guidelines do not address the proposal; and (2) GPIM has decided to vote some or all of the shares contrary to the Guidelines.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">Proposals not Addressed by Guidelines: ISS will notify
Operations of all proxy proposals that do not fall within the Guidelines (i.e. proposals which are either not addressed in the Guidelines
or proposals for which GPIM has indicated that a decision will be made on a case-by-case basis, such as fixed-income securities). Operations
will forward such proposals to the investment team(s) responsible for the client account. If the investment team(s) responsible, together
with the PVAC, determines that there is no material conflict of interest, the proposal will be voted in accordance with the recommendation
of said team(s) and approval from the PVAC. If there is a material conflicts of interest, GPIM will follow the procedure below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">Proposal to be Voted Contrary to Guidelines: When an investment
team decides that a proposal should be voted contrary to the Guidelines, because it believes it is in the best interest of the client
to do so, the team will consult with the PVAC to determine whether there is a material conflict of interest as to that proposal. If the
investment team(s) responsible, together with the PVAC, determines that there is no material conflict</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">of interest, the team(s) will notify Operations to override
the proposal from ISS in accordance with the recommendation of said team(s) and approval from the PVAC. If there is a material conflicts
of interest, GPIM will follow the procedure below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">In either case, the investment team(s) responsible will
document the rationale for voting the proposal in a particular manner. The PVAC will review instances of either scenarios.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in"><B>2.3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Resolving
Conflicts of Interest</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">GPIM may occasionally be subject to conflicts of interest
in the voting of proxies due to relationships it maintains with persons having an interest in the outcome of certain votes. Common examples
of conflicts in the voting of proxies are<B>:</B> (a) GPIM or a GPIM affiliate provides or is seeking to provide services to the company
on whose behalf proxies are being solicited, (b) an employee of GPIM or its affiliate has a personal relationship with the company&rsquo;s
management or another proponent of a proxy issue, or (c) an immediate family member of the employee is a director or executive officer
of the company. Senior members of the investment team responsible for voting the proxy, in consultation with GPIM Compliance, will decide
whether a material conflict of interest exists. If a material conflict of interest exists, the investment team will consult the PVAC to
determine how to resolve the conflict consistent with the procedures below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">If the Guidelines do not address a proposal, or GPIM wishes
to vote a proposal contrary to the Guidelines, or ISS does not provide a recommendation on a proposal, and GPIM has a material conflict
of interest as to the vote, then GPIM may resolve the conflict in any of the following ways, as recommended by the PVAC:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><B>Refer Proposal to the Client</B> &ndash; GPIM may refer the proposal to the client and obtain instructions from the client on
how to vote the proxy relating to that proposal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><B>Obtain Client Ratification</B> &ndash; If GPIM is in a position to disclose the conflict to the client (<I>i.e.</I>, such information
is not confidential), GPIM may determine how it proposes to vote the proposal on which it has a conflict, fully disclose the nature of
the conflict to the client, and obtain the client&rsquo;s consent for how GPIM will vote on the proposal (or otherwise obtain instructions
from the client on how the proxy on the proposal should be voted).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT><B>Abstain from Voting</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><B>Use another Independent Third Party for All Proposals</B> &ndash; Subject to any client imposed proxy voting policies, GPIM
may vote all proposals in a single proxy according to the policies of an independent third party other than ISS (or have the third party
vote such proxies).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</FONT><B>Use another Independent Third Party to Vote Only the Specific Proposals that Involve a Conflict</B> &ndash; Subject to any client
imposed proxy voting policies, GPIM may use an independent third party other than ISS to recommend how the proxy for specific proposals
that involve a conflict should be voted (or have the third party vote such proxies).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">The method selected by the PVAC to resolve the conflict
may vary from one instance to another depending upon the facts and circumstances of the situation, but in each case, consistent with its
duty of loyalty and care.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in"><B>2.4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Special
Situations (As Applicable)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">2.4.1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Securities
Subject to Lending Arrangements</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">For various legal or administrative reasons, GPIM is often
unable to vote securities that are, at the time of such vote, on loan pursuant to a client&rsquo;s securities lending arrangement with
the client&rsquo;s custodian. GPIM is usually unable to recall securities in order to vote proxies when a third party securities lending
agent has arranged the loan of the client&rsquo;s shares. If GPIM has arranged the loan, GPIM will refrain from voting such securities
where the cost to the client and/or</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">administrative inconvenience of retrieving securities then
on loan outweighs the benefit of voting, assuming retrieval under such circumstances is even feasible and/or possible. In certain extraordinary
situations, GPIM may seek to have securities then on loan pursuant to such securities lending arrangements retrieved by the clients&rsquo;
custodians for voting purposes. This decision will generally be made on a case-by-case basis depending on whether, in the PVAC&rsquo;s
judgment, the matter to be voted on has critical significance to the potential value of the securities in question, the relative cost
and/or administrative inconvenience of retrieving the securities, the significance of the holding, and whether the stock is considered
a long-term holding. There can be no guarantee that any such securities can be retrieved for such purpose.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">2.4.2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Special Issues
with Voting Foreign Proxies</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">Voting proxies with respect to shares of foreign stocks may
involve significantly greater effort and corresponding cost due to the variety of regulatory schemes and corporate practices in foreign
countries with respect to proxy voting. Because the cost of voting on a particular proxy proposal could exceed the expected benefit to
a client (including an ERISA Plan), GPIM will weigh the costs and benefits of voting on proxy proposals relating to foreign securities
and make an informed decision on whether voting a given proxy proposal is prudent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">2.4.3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Share Blocking</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">In certain countries the exercise of voting rights could
restrict the ability of an account&rsquo;s portfolio manager to freely trade the security in question (&ldquo;share blocking&rdquo;).
If the client has not indicated at account set-up whether it wants shares voted regardless of the potential for share blocking, then the
portfolio manager retains the final authority to determine whether to vote the shares in the client&rsquo;s account or to forego voting
the shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">2.4.4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Lack of Adequate
Information, Untimely Receipt of Proxy or Excessive Costs</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">GPIM may be unable to enter an informed vote in certain circumstances
due to the lack of information provided in the proxy statement or by the issuer or other resolution sponsor, and may abstain from voting
in those instances. Proxy materials not delivered in a timely manner may prevent analysis or entry of a vote by voting deadlines. GPIM&rsquo;s
practice is to abstain from voting a proxy in circumstances where, in its judgment, the costs exceed the expected benefits to the client.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">2.4.5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Formation
of a Group</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">If GPIM owns shares of a public company and enters into a
written or oral agreement with one or more shareholders to vote its shares in line with such shareholder(s) or in line with company management
recommendations, several issues arise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">First, if GPIM agrees to vote its shares at the direction
of or in line with another member of the group, or in line with management, then GPIM must consider whether its vote is in the best long-term
financial interests of its clients. If it is not, then GPIM will have a conflict of interest that it must resolve using the procedures
set out in Section 2.2.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">Second, if GPIM holds an irrevocable proxy for the other
members of the group, or has the right to designate director nominees for which the other group members must vote, GPIM will be viewed
as the beneficial owner of all of the other members&rsquo; shares as well as its own shares. This will affect the number of shares that
GPIM must report on a Schedule 13D or 13G.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">2.4.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fixed Income
Securities</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">The issuers of fixed income securities generally do not solicit
proxies. If such an issuer were to solicit a proxy, GPIM would seek to apply these proxy voting procedures in determining how to vote
the proxy. If the subject of the proxy is not covered in ISS Standard Guidelines or any other</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in">third-party guidelines GPIM uses, and assuming that voting
the proxy does not present GPIM with a material conflict of interest, GPIM may vote the proxy in a manner it believes is in its clients&rsquo;
best long-term interests. If voting the proxy presents GPIM with a material conflict of interest, it will follow the conflict resolution
procedures in this policy.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in"><B>2.5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Undue
Influence</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">If at any time any person involved in the GPIM&rsquo;s
proxy voting process is pressured or lobbied either by GPIM&rsquo;s personnel or affiliates or third parties with respect to a particular
proposal, he or she should provide information regarding such activity to GPIM Compliance or Legal Departments. A determination will then
be made regarding this information, keeping in mind GPIM&rsquo;s duty of loyalty and care to its clients.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in"><B>2.6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Recordkeeping</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">GPIM is required to keep the following records:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>a copy of this policy;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>proxy statements received regarding client securities;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>records of votes cast on behalf of clients;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>records of how material conflicts were resolved;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>any documents prepared by GPIM that were material to making a decision how to vote, or that memorialized the basis for the decision;
and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 1in; text-indent: -0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>records of client requests for proxy voting information and a copy of any written response by GPIM to any client request (regardless
of whether such client request was written or oral).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">The foregoing records will be retained for such period
of time as is required to comply with applicable laws and regulations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">GPIM may rely on proxy statements filed on the SEC&rsquo;s
EDGAR system instead of keeping its own copies, and may rely on proxy statements and records of proxy votes cast by GPIM that are maintained
with a third party, such as ISS, provided that GPIM has obtained an undertaking from the third party to provide a copy of the documents
promptly upon request.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in"><B>2.7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Disclosure</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">Rule 206(4)-6 requires GPIM to disclose in response to
any client request how the client can obtain information from GPIM on how the client&rsquo;s securities were voted. GPIM will disclose
in Form ADV Part 2 that clients can obtain information on how their securities were voted by submitting a written request to GPIM. Upon
receipt of a written request from a client, GPIM Compliance Department will provide the information requested by the client within a reasonable
amount of time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">Rule 206(4)-6 also requires GPIM to describe its proxy
voting policies and procedures to clients, and upon request, to provide clients with a copy of those policies and procedures. GPIM will
provide such a description in its Form ADV Part 2. Upon receipt of a written request from a client, GPIM Compliance Department will provide
a copy of this policy within a reasonable amount of time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0 10pt 0.5in">If approved by the client, this policy and any requested
records may be provided electronically.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 10pt 0"><B>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;APPENDIX A</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt">ISS Standard Guidelines for the various relevant local markets, including
the U.S., are available upon request. In addition, the Taft-Hartley Guidelines and the Socially Responsible Investor Guidelines are also
available.</P>


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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 25. Financial Statements And Exhibits</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Financial Statements</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 0 0 0.5in">Incorporated by reference into Part B of the Registration Statement,
as described in the Statement of Additional Information, included herein, are the Registrant&rsquo;s audited financial statements, notes
to such financial statements and the report of independent registered public accounting firm thereon, by reference to the Registrant&rsquo;s
<A HREF="http://www.sec.gov/Archives/edgar/data/0001380936/000182126821000352/gugg82423.htm" STYLE="-sec-extract: exhibit">Annual Report for the period ended May 31, 2021</A>, as contained in the Registrant&rsquo;s Form N-CSR filed with the Securities and Exchange
Commission (the &ldquo;Commission&rdquo;) on August 6, 2021.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(a) <A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000182126820000077/ex99a.htm" STYLE="-sec-extract: exhibit">Amended and Restated Agreement and Declaration of Trust of Registrant(11)</A></P>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(b)&#9;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000182126820000077/ex99b.htm" STYLE="-sec-extract: exhibit">Amended and Restated By-Laws of Registrant(11)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(c)&#9;Not applicable</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(d)&#9;Not applicable</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(e)&#9;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000110465907050002/a07-16972_1ex99de.htm" STYLE="-sec-extract: exhibit">Dividend Reinvestment Plan of Registrant(1)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(f)&#9;Not applicable</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: 0.5in"></TD><TD STYLE="width: 0.5in">(g)</TD><TD><A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180410003574/exgi.htm" STYLE="-sec-extract: exhibit">(i) &#9;Investment Advisory Agreement <FONT STYLE="background-color: white">between Registrant and Guggenheim Funds Investment Advisors, LLC (the &ldquo;Investment Adviser&rdquo;)</FONT>(2)</A></TD></TR><TR STYLE="vertical-align: top">
<TD>&nbsp;</TD><TD>&nbsp;</TD><TD><A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180410003574/exgii.htm" STYLE="-sec-extract: exhibit">(ii) &#9;Investment Sub-Advisory Agreement <FONT STYLE="background-color: white">among Registrant, the Investment Adviser and Guggenheim Partners Investment Management, LLC (the &ldquo;Sub-Adviser&rdquo;)</FONT>(2)</A></TD></TR>
                                                              </TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-indent: 1in"></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="text-align: center">&#8239;&#8239;&#8239;&#8239;&#8239;(h)</TD><TD>(i)</TD><TD><A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180419000222/ex99h.htm" STYLE="-sec-extract: exhibit">Controlled Equity Offering<SUP>SM&nbsp;</SUP>Sale Agreement among the Registrant, the Investment Adviser and Cantor Fitzgerald &amp; Co.(8)</A></TD></TR>
                                                                                                                                      <TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(ii)</TD><TD><A HREF="https://www.sec.gov/Archives/edgar/data/0001380936/000182126821000029/ex99hii.htm" STYLE="-sec-extract: exhibit">First Amendment to Controlled Equity OfferingSM Sales Agreement among the Registrant, the Investment Adviser and Cantor Fitzgerald &amp; Co.(12)</A></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: 1in"></TD><TD STYLE="width: 0.5in">(iii)</TD><TD>Form of Second Amendment to Controlled Equity OfferingSM Sales Agreement among the Registrant, the Investment Adviser and Cantor
                                                               Fitzgerald &amp; Co.(*)</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(i)&#9;&#9;Not applicable</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(j)&#9;(i)&#9;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000138093613000002/custodyagreement.htm" STYLE="-sec-extract: exhibit">Custody Agreement(4)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.65in">(ii)<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000138093613000002/foreigncustodymanageragree.htm" STYLE="-sec-extract: exhibit">Foreign Custody Manager Agreement(4)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(k) &#9;(i)&#9;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000138093613000002/stocktransferagencyagreeme.htm" STYLE="-sec-extract: exhibit">Stock Transfer Agency Agreement(4)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: 0.5in">(ii)(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000138093613000002/fundaccountingagreement.htm" STYLE="-sec-extract: exhibit">Fund Accounting Agreement(4)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: 0.5in">(ii)(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180416001833/ex99kii2.htm" STYLE="-sec-extract: exhibit">Amendment to Fund Accounting Agreement(5)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: 0.5in">(ii)(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000182126820000077/ex99kii3.htm" STYLE="-sec-extract: exhibit">Amendment to Fund Accounting Agreement(11)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: 0.5in">(iii)(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000138093613000002/administrationagreement.htm" STYLE="-sec-extract: exhibit">Administration Agreement(4)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: 0.5in">(iii)(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180416001833/ex99kiii2.htm" STYLE="-sec-extract: exhibit">Amendment to Administration Agreement(5)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: 0.5in">(iii)(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000182126820000077/ex99kiii3.htm" STYLE="-sec-extract: exhibit">Amendment to Fund Administration Agreement(11)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-indent: 0in">(iv)&#9;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;Amended and Restated Committed Facility
Agreement between Registrant and BNP Prime&#8239;Brokerage,&#8239;Inc. (&ldquo;BNP Prime Brokerage&rdquo;)(*)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-indent: 0in">(v)&#9;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180419000096/ex99kv.htm" STYLE="-sec-extract: exhibit">Amended and Restated Account Agreement between Registrant and BNP Prime Brokerage(7)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-indent: 0in">(vi)&#8239;&#9;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180410003574/exkvii.htm" STYLE="-sec-extract: exhibit">Special Custody and Pledge Agreement among Registrant, BNP Prime Brokerage and The Bank of &#8239;New York Mellon(2)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-indent: 0.5in">(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000138093613000002/offeringexpenselimitationa.htm" STYLE="-sec-extract: exhibit">Offering Expense Limitation Agreement(4)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(l)&#9; Opinion and Consent of Dechert LLP(*)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(m)&#9;Not applicable</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(n)&#9;Consent of Independent Registered Public Accounting Firm(*)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(o)&#9;Not applicable</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(p)&#9;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000138093613000002/initialsubscriptionagreeme.htm" STYLE="-sec-extract: exhibit">Initial Subscription Agreement(4)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(q)&#9;Not applicable</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(r)&#9; (i)&#9;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180418000429/ex99ri.htm" STYLE="-sec-extract: exhibit">Code of Ethics of the Registrant and the Investment Adviser(6)</A></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.65in">&nbsp;(ii)&nbsp;<A HREF="https://www.sec.gov/Archives/edgar/data/1380936/000089180418000429/ex99rii.htm" STYLE="-sec-extract: exhibit">Code of Ethics of the Sub-Adviser(6)</A></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in">(s)&#9;Power of Attorney(10)</P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(*)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">&#8239;&#8239;&#8239;&#8239;Filed herewith.</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(1)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant&rsquo;s Registration
Statement on Form N-2<FONT STYLE="background-color: white">, filed June 26, 2007 (File No. 333-138686)</FONT>.</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(2)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify"><FONT STYLE="background-color: white">Incorporated by reference to the Registrant&rsquo;s
Registration Statement on Form N-2, filed on July 9, 2010 (File No. 333-168044)</FONT>.</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(3)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant&rsquo;s Registration
Statement on Form N-2, filed on March 16, 2011 (File No. 333-168044).</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(4)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to the Registrant&rsquo;s Registration Statement on Form N-2, filed
on August 28, 2013 (File No. 333-190872).</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(5)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant&rsquo;s Registration
Statement on Form N-2, filed on October 14, 2016 (File No. 333-213452).</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(6)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to Post-Effective Amendment No. 2 to the Registrant&rsquo;s Registration
Statement on Form N-2, filed September 10, 2018 (File No. 333-221873).</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(7)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to the Registrant&rsquo;s Registration Statement on Form N-2, filed
March 22, 2019 (File No. 333-230474).</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(8)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to Post-Effective Amendment No. 1 to the Registrant&rsquo;s Registration
Statement on Form N-2, filed July 1, 2019 (File No. 333-230474).</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(9)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to Exhibit 3.1 to the Registrant&rsquo;s Current Report on Form
8-K (File No. 811-21982), filed with the Securities and Exchange Commission on March 1, 2016.</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(10)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify">Incorporated by reference to Post-Effective Amendment No. 3 to the Registrant&rsquo;s Registration
Statement on Form N-2, filed July 31, 2020 (File No. 333-230474).</TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(11)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify"><FONT STYLE="background-color: white">Incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant&rsquo;s Registration Statement on Form N-2, filed September 30, 2020 (File No. 333-230474).</FONT></TD>
</TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 15pt; text-align: right">(12)</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify"><FONT STYLE="background-color: white">Incorporated by reference to Post-Effective Amendment
No. 5 to the Registrant&rsquo;s Registration Statement on Form N-2, filed February 1, 2021 (File No. 333-230474).</FONT></TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 26. Marketing Arrangements</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 12pt 0.5in; text-align: justify">Reference is made to Exhibit (h) to
this Registration Statement and the section entitled &ldquo;Plan of Distribution&rdquo; contained in Registrant&rsquo;s Prospectus, filed
herewith as Part A of Registrant&rsquo;s Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 27. Other Expenses of Issuance and Distribution</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">The following table sets forth the estimated expenses
to be incurred in connection with the offering described in this Registration Statement:</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: 77%; padding-right: 5.4pt; padding-left: 5.4pt">NYSE Listing Fees</TD>
    <TD STYLE="width: 23%; padding-right: 5.4pt; padding-left: 5.4pt">$&#9;75,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">SEC Registration Fees</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">$&#9;76,370</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Independent Registered Public Accounting Firm Fees</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">$&#9;24,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Legal Fees</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">$&#9;300,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">FINRA Fees</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">$&#9;105,500</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 20pt">&#9;Total</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">$&#9;580,870</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 28. Persons Controlled by or Under Common Control with Registrant</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">None</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 29. Number of Holders of Securities</B></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="padding-right: 5.4pt; padding-left: 5.4pt"><B><U>Title of Class</U></B></TD>
    <TD STYLE="width: 200px; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><B>Number of Record Shareholders <BR>
<U>as of August 31, 2021</U></B></TD></TR>
  <TR STYLE="vertical-align: top">
    <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: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">Common shares of beneficial interest, par value $0.01 per share</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">8</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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: 1in"><B>Item 30. Indemnification</B></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">Article V of the Registrant&rsquo;s Amended and
Restated Agreement and Declaration of Trust provides as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Personal Liability of Shareholders, Trustees, etc. No Shareholder of the Trust shall be subject in such capacity to any personal liability
whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the
same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware
General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to
any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless
disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer,
as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he
shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect
any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts
or omissions occurring prior to such repeal or modification.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mandatory
Indemnification.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Trust hereby agrees to indemnify each person who at any time serves as a Trustee or officer of the Trust (each such person being an &ldquo;indemnitee&rdquo;)
against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and
reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved
as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth in this Article V
by reason of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith
in the reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as to which
he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that no indemnitee shall be indemnified
hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad
faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred
to in such clauses (i) through (iv) being sometimes referred to herein as &ldquo;disabling conduct&rdquo;). Notwithstanding the foregoing,
with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory
only if the prosecution of such action, suit or other proceeding by such indemnitee (1) was authorized by a majority of the Trustees or
(2) was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found
to be entitled to such indemnification. The rights to indemnification set forth in this Declaration shall continue as to a person who
has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal
representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the
benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder
in respect of any act or omission that occurred prior to such amendment, restatement or repeal.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the foregoing, no indemnification shall be made hereunder unless there has been a determination (i) by a final decision on the merits
by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that
such indemnitee is entitled to indemnification</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0">hereunder or, (ii) in the absence of such a decision, by (1) a majority
vote of a quorum of those Trustees who are neither &ldquo;interested persons&rdquo; of the Trust (as defined in Section 2(a)(19) of the
1940 Act) nor parties to the proceeding (&ldquo;Disinterested Non-Party Trustees&rdquo;), that the indemnitee is entitled to indemnification
hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a
written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments
in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding
paragraph (c) below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might
be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee&rsquo;s good faith belief that the
standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless it is subsequently
determined that the indemnitee is entitled to such indemnification and if a majority of the Trustees determine that the applicable standards
of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (i)
the indemnitee shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of
any lawful advances, or (iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so
direct, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
rights accruing to any indemnitee under these provisions shall not exclude any other right which any person may have or hereafter acquire
under this Declaration, the By-Laws of the Trust, any statute, agreement, vote of stockholders or Trustees who are &ldquo;disinterested
persons&rdquo; (as defined in Section 2(a)(19) of the 1940 Act) or any other right to which he or she may be lawfully entitled.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to any limitations provided by the 1940 Act and this Declaration, the Trust shall have the power and authority to indemnify and provide
for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity
at the request of the Trust to the full extent corporations organized under the Delaware General Corporation Law may indemnify or provide
for the advance payment of expenses for such Persons, provided that such indemnification has been approved by a majority of the Trustees.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Bond Required of Trustees. No Trustee shall, as such, be obligated to give any bond or other security for the performance of any of his
duties hereunder.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">5.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Duty of Investigation; Notice in Trust Instruments, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees
or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting
to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or
delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument,
certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be
conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or
in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property,
its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability,
and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">5.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reliance
on Experts, etc. Each Trustee and officer or employee of the Trust shall, in the performance of its duties, be fully and completely justified
and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records
of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of the Trust&rsquo;s officers or employees or by any
advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable
care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">In addition, the Registrant has entered into an
Indemnification Agreement with each trustee who is not an &ldquo;interested person,&rdquo; as defined in the Investment Company Act of
1940, as amended, of the Registrant, which provides as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">The Trust shall indemnify and hold harmless the
Trustee against any and all Expenses actually and reasonably incurred by the Trustee in any Proceeding arising out of or in connection
with the Trustee&rsquo;s service to the Trust, to the fullest extent permitted by the Trust Agreement and By-Laws and the laws of the
State of Delaware, the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, as now or hereafter in
force, subject to the provisions of the following sentence and the provisions of paragraph (b) of Section 4 of this Agreement. The Trustee
shall be indemnified pursuant to this Section I against any and all of such Expenses unless (i) the Trustee is subject to such Expenses
by reason of the Trustee&rsquo;s not having acted in good faith in the reasonable belief that his or her action was in the best interests
of the Trust or (ii) the Trustee is liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of his or her office, as defined in Section 17(h) of the Investment Company
Act of 1940, as amended, and with respect to each of (i) and (ii), there has been a final adjudication in a decision on the merits in
the relevant Proceeding that the Trustee&rsquo;s conduct fell within (i) or (ii).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 31. Business and Other Connections of the Investment Adviser
and the Sub-Adviser</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">The Adviser, a limited liability company organized
under the laws of Delaware, acts as investment adviser to the Registrant. The Registrant is fulfilling the requirement of this Item 31
to provide a list of the officers and directors of the Investment Adviser, together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by the Adviser or those officers and directors during the past two years, by
incorporating by reference the information contained in the Form ADV of the Adviser filed with the commission pursuant to the Investment
Advisers Act of 1940 (Commission File No. 801-62515).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">The Sub-Adviser, a limited liability company organized
under the laws of Delaware, acts as investment Sub-Adviser to the Registrant. The Registrant is fulfilling the requirement of this Item
31 to provide a list of the officers and directors of the Sub-Adviser, together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by the Sub-Adviser or those officers and directors during the past two years,
by incorporating by reference the information contained in the Form ADV of the Sub-Adviser filed with the commission pursuant to the Investment
Advisers Act of 1940 (Commission File No. 801-66786).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 32. Location of Accounts and Records</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">The accounts and records of the Registrant are
maintained in part at the offices of the Fund at 227 West Monroe Street, Chicago, IL 60606, in part at the offices of the Investment Adviser
at 227 West Monroe Street, Chicago, IL 60606, in part at the offices of the Sub-Adviser at 100 Wilshire Boulevard, 5th Floor, Santa Monica,
California 90401 and in part at the offices of the Custodian at&nbsp;One Wall Street, New York, NY 10286, and in part at the offices of
the Transfer Agent and Dividend Disbursing Agent at&nbsp;P.O. Box 30170, College Station, TX 77842-3170.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 33. Management Services</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0; text-indent: 0.5in">Not applicable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0"><B>Item 34. Undertakings</B></P>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">1.&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;Not applicable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registrant
undertakes:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(a)</TD><TD>to file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:</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: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.5in"></TD><TD STYLE="width: 0.5in">(1)</TD><TD>to include any prospectus required by Section 10(a)(3) of the Securities Act;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.5in"></TD><TD STYLE="width: 0.5in">(2)</TD><TD>to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 2in">Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the &ldquo;Calculation of Registration Fee&rdquo; table in the effective registration statement.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.5in"></TD><TD STYLE="width: 0.5in">(3)</TD><TD>to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1.5in; text-indent: 0.5in">Provided, however, that paragraphs (a)(1),
(a)(2), and (a)(3) of this section do not apply to the extent the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(b)</TD><TD>that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be
deemed to be the initial bona fide offering thereof;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(c)</TD><TD>to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of 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: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(d)</TD><TD>that, for the purpose of determining liability under the Securities Act to any purchaser:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin: 0 0 12pt 1.5in; text-indent: 0in">&#9;(1) &#9;if the Registrant is relying
on Rule 430B under the Securities Act:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 144pt"></TD><TD STYLE="width: 40.5pt">(A)</TD><TD>Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 144pt"></TD><TD STYLE="width: 40.5pt">(B)</TD><TD>Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration</TD></TR></TABLE>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 184.5pt">statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date; or</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.5in"></TD><TD STYLE="width: 0.5in">(2)</TD><TD>that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C
under the Securities Act: Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A under
the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(e)</TD><TD>that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of securities:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1.5in">The undersigned Registrant undertakes that in a primary offering
of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.5in"></TD><TD STYLE="width: 0.5in">(1)</TD><TD>any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
497 or Rule 424 under the Securities Act;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.5in"></TD><TD STYLE="width: 0.5in">(2)</TD><TD>free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.5in"></TD><TD STYLE="width: 0.5in">(3)</TD><TD>the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering
containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant;
and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.5in"></TD><TD STYLE="width: 0.5in">(4)</TD><TD>any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.</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: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">4.</TD><TD>Registrant undertakes that</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;for the purpose
of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the Registration
Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 497 or 424(b)(1)
will be deemed to be a part of the Registration Statement as of the time it was declared effective.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;for the purpose
of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will be deemed
to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time will be
deemed to be the initial bona fide offering thereof.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">5.</TD><TD>The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant&rsquo;s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">6.</TD><TD>Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">7.</TD><TD>The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business
days of receipt of a written or oral request, any prospectus or Statement of Additional Information.</TD></TR></TABLE>


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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">As required by the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, this Registration Statement has been signed on behalf of the Registrant,
in the City of Chicago, State of Illinois, on the 16th day of September, 2021.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 2.5in">GUGGENHEIM STRATEGIC OPPORTUNITIES FUND</P>

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

<P STYLE="text-align: center; font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0">By:&#9;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;<U>/s/ Brian E. Binder</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 2.5in; text-indent: 3in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: center; margin-top: 0; margin-bottom: 0">&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;Brian
E. Binder<BR>
&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;&#8239;President and Chief Executive Officer (Principal Executive Officer)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 2.5in; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">As required by the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following persons in the capacities set forth below on the 16th day
of September, 2021.</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: 50%; padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>*&#9;&#9;_________</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Randall C. Barnes</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD>
    <TD ROWSPAN="9" STYLE="width: 50%; padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>/s/ Brian E. Binder<BR>
    </U>Brian E. Binder</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">President and Chief Executive Officer (Principal Executive Officer)</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">&nbsp;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>/s/ John L. Sullivan</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">John L. Sullivan</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 16.85pt 0 0; text-indent: -0.9pt">Chief Financial Officer, Treasurer and
    Chief Accounting Officer (Principal Financial and Accounting Officer)</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 16.85pt 0 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"><U>/s/ Amy J. Lee</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Amy J. Lee</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Trustee, Vice President and Chief Legal Officer</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">&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">&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">&nbsp;</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Signed by Mark E. Mathiasen,
    pursuant to a power of attorney filed July 31, 2020.</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"><U>/s/ Mark E. Mathiasen</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Mark E. Mathiasen</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Attorney-In-Fact</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>*&#9;&#9;_________</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Angela-Brock Kyle</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>*&#9;&#9;_________</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Thomas Lydon, Jr.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>*&#9;&#9;_________</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Ronald A. Nyberg</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>*&#9;&#9;_________</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Sandra G. Sponem</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>*&#9;&#9;_________</U></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Ronald E. Toupin Jr.</P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Trustee</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 6pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 6pt">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 6pt; text-align: center"><B>Exhibit List</B></P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; 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: 1in">(h)(iii)</TD><TD><A HREF="ex99hiii.htm">Form of Second Amendment to Controlled Equity OfferingSM Sales Agreement among the Registrant, the
                                                              Investment Adviser and Cantor Fitzgerald &amp; Co.</A></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in">(k)(iv)</TD><TD><A HREF="ex99kiv.htm">Amended and Restated Committed Facility Agreement between Registrant and BNP Prime Brokerage, Inc.</A></TD></TR><TR STYLE="vertical-align: top">
<TD>(l)</TD><TD><A HREF="ex99l.htm">Opinion and Consent of Dechert LLP</A></TD></TR>
                                                                                                                                                                             <TR STYLE="vertical-align: top">
<TD>(n)</TD><TD><A HREF="ex99n.htm">Consent of Independent Registered Public Accounting Firm</A></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"></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 0 6pt">&nbsp;</P>



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

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0">C-ii</P>

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<DOCUMENT>
<TYPE>EX-99.H.III
<SEQUENCE>3
<FILENAME>ex99hiii.htm
<DESCRIPTION>SECOND AMENDMENT TO CONTROLLED EQUITY OFFERING
<TEXT>
<HTML>
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<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">GUGGENHEIM STRATEGIC OPPORTUNITIES FUND<BR>
COMMON SHARES (PAR VALUE $0.01 PER SHARE)</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">FORM OF SECOND AMENDMENT<BR>
TO<BR>
CONTROLLED EQUITY OFFERING<SUP>SM</SUP> SALES AGREEMENT</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">September 16, 2021</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">THIS SECOND AMENDMENT (this
&ldquo;<B><I>Amendment</I></B>&rdquo;) to the Sales Agreement (defined below) is entered into on and as of September 16, 2021, by and
among Guggenheim Strategic Opportunities Fund, a statutory trust organized under the laws of the State of Delaware (the &ldquo;<B><I>Fund</I></B>&rdquo;),
Guggenheim Funds Investment Advisors, LLC, a Delaware limited liability company (the &ldquo;<B><I>Adviser</I></B>&rdquo;) and Cantor Fitzgerald
&amp; Co. (&ldquo;<B><I>CF&amp;Co</I></B>&rdquo;, and together with the Fund and Adviser, the &ldquo;<B><I>Parties</I></B>&rdquo;). Capitalized
terms used and not defined in this Amendment have the meanings ascribed thereto in the Sales Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>WHEREAS</B>, the Parties
entered into that certain Controlled Equity Offering<SUP>SM</SUP> Sales Agreement, dated July 1, 2019 (the &ldquo;<B><I>Original Sales
Agreement</I></B>&rdquo;), with respect to the issuance and sale of up to 11,250,000 shares of the Fund&rsquo;s common shares of beneficial
interest, par value $0.01 per share (&ldquo;<B><I>Common Shares</I></B>&rdquo;);</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>WHEREAS</B>, on February
1, 2021, the Parties entered into that certain First Amendment to Controlled Equity Offering<SUP>SM</SUP> Sales Agreement (as amended,
the &ldquo;<B><I>Sales Agreement</I></B>&rdquo;), with respect to the issuance and sale of Common Shares having an aggregate initial offering
price of up to $159,724,117; and</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>WHEREAS</B>, the Parties
desire to amend the Sales Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>NOW THEREFORE</B>, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
first sentence of Section 1 of the Sales Agreement is hereby amended and replaced in its entirety with the following:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">The Fund agrees that,
from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through
CF&amp;Co, acting as agent and/or principal, the Fund&rsquo;s common shares of beneficial interest, $0.01 par value per share (the &ldquo;<B><U>Common
Shares</U></B>&rdquo;), having an aggregate initial offering price of up to $[&#9679;] (the &ldquo;<B><U>Placement Shares</U></B>&rdquo;),
as the Fund and CF&amp;Co shall mutually agree from time to time.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The fifth sentence of Section 1 of the Sales Agreement is hereby amended
and replaced in its entirety with the following:
</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">The Fund has filed,
in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the
&ldquo;<B><U>Securities Act</U></B>&rdquo;) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in"></P>

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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in"></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in"> (collectively, the &ldquo;<B><U>Investment Company Act</U></B>&rdquo;), with the Commission a registration statement on Form N-2 (File
No.   811-[&#9679;]) (the &ldquo;<B><U>registration statement</U></B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
references to &ldquo;Rule 497&rdquo; in Section 1, Section 7(l) and Section 8(j) are each replaced with &ldquo;Rule 424.&rdquo;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
references to &ldquo;Rule 497(b)&rdquo; in Section 1, Section 7(m) and Section 7(n) are each replaced with &ldquo;Rule 424(b).&rdquo;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
fifth clause of Section 7(a) of the Sales Agreement is hereby amended and replaced in its entirety with the following:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0in">and the Fund will cause
each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to Rule 424(b) under the Securities
Act, and will advise CF&amp;Co of the time and manner of such filing.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
of the Fund and the Adviser represent to CF&amp;Co that it has duly authorized, executed and delivered this Amendment.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as modified and amended in this Amendment, the Sales Agreement shall remain in full force and effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Amendment shall be governed by and construed in accordance with the law governing the Sales Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">[SIGNATURE PAGE FOLLOWS]</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">IN WITNESS WHEREOF, the
Parties have caused this Amendment to be duly executed as of the date first above written.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0.5in 3in">Very truly yours,</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0.5in 3in"><B>GUGGENHEIM STRATEGIC OPPORTUNITIES FUND</B></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0.5in"><TR STYLE="vertical-align: top">
<TD STYLE="width: 3in"></TD><TD STYLE="width: 0.5in">By:</TD><TD><U>&#9; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name: Brian E. Binder<BR>
Title: President and Chief Executive Officer</TD></TR></TABLE>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0.5in 3in"><B>GUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC</B></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0.5in"><TR STYLE="vertical-align: top">
<TD STYLE="width: 3in"></TD><TD STYLE="width: 0.5in">By:</TD><TD><U><FONT STYLE="letter-spacing: 0.75pt">&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
</FONT></U>Name: Brian E. Binder<BR>
Title: President and Chief Executive Officer</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><I>Signature Page to Second Amendment to Controlled
Equity Offering<SUP>SM</SUP> Sales Agreement (GOF)</I></P>

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

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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0.5in 3in">ACCEPTED, as of the date first-above written:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0.5in 3in"><B>CANTOR FITZGERALD &amp; CO.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0.5in 3.5in; text-indent: -0.5in">By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#9;<U>&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&#9;Sage Kelly<BR>
Title:&#9;Global Head of Investment Banking</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.K.IV
<SEQUENCE>4
<FILENAME>ex99kiv.htm
<DESCRIPTION>AMENDED AND RESTATED COMMITTED FACILITY AGREEMENT
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>AMENDMENT AGREEMENT</B></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-align: justify">THIS AMENDMENT AGREEMENT (&ldquo;<B>Amendment</B>&rdquo;)
dated as of March 12, 2021 (the &ldquo;Effective Date&rdquo;) to the Amended and Restated Committed Facility Agreement dated as of March
6, 2019 by and among GUGGENHEIM STRATEGIC OPPORTUNITIES FUND (<FONT STYLE="letter-spacing: -0.15pt">&ldquo;<B>Customer</B>&rdquo;), on
the one hand, and BNP PARIBAS PRIME BROKERAGE INTERNATIONAL, LIMITED</FONT> (&ldquo;<B>BNPP PB</B>&rdquo;), on the other hand.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">WHEREAS, BNPP PB (as succcsesor in interest to BNP Paribas Prime Brokerage
Inc.) and Customer have previously entered into a Committed Facility Agreement dated as of November 20, 2008, as amended from time to
time (the &ldquo;<B>Original Agreement</B>&rdquo;).</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">WHEREAS, BNPP PB and Customer previously amended and restated the Original
Agreement by entering into the Amended and Restated Committed Facility Agreement, dated as of March 6, 2019 (as may be further amended,
supplemented, or otherwise modified from time to time, the &ldquo;<B>Amended and Restated CFA</B>&rdquo;).</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-align: justify">WHEREAS, the parties desire to amend the Amended and
Restated CFA as provided herein.</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">NOW THEREFORE, in consideration of the foregoing promises
and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, BNPP PB and the Customer agree
as follows:</P>

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

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<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in"><FONT STYLE="font-size: 10pt">1.</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><B>Amendment to Appendix B</B></FONT></TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify">Appendix B to the Amended and Restated CFA
is hereby deleted and replaced in its entirety with the attached Appendix B.</P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt 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"><FONT STYLE="font-size: 10pt">2.</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><B>Representations</B></FONT></TD></TR></TABLE>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify">Each party represents to the other party
that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations
are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.</P>

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

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt 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"><FONT STYLE="font-size: 10pt">3.</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><B>Miscellaneous</B></FONT></TD></TR></TABLE>

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

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(a)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><B>Definitions.</B> Capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings specified for such terms in the Agreement.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 6pt; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(b)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><B>Entire Agreement.</B> This Amendment constitutes the entire agreement
and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings (except
as otherwise provided herein) with respect thereto.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 6pt; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(c)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><B>Counterparts. </B> This Amendment may be executed and delivered in counterparts
(including by facsimile transmission), each of which will be deemed an original.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 6pt; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(d)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><B>Headings.</B> The headings used in this Amendment are for convenience
of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 6pt; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 10pt">(e)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt"><B>Governing Law.</B> This Amendment will be governed by and construed in
accordance with the laws of the State of New York (without reference to choice of law doctrine).</FONT></TD></TR></TABLE>

<P STYLE="font: 11pt/170% Times New Roman, Times, Serif; margin: 1.3pt 389.7pt 0 5.5pt"><FONT STYLE="font-size: 10.5pt; letter-spacing: 0.2pt">1</FONT>
<FONT STYLE="font-size: 10pt; letter-spacing: -0.1pt"></FONT></P>



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<P STYLE="font: 10pt/110% Times New Roman, Times, Serif; margin: 2.5pt 0 0 5.5pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; letter-spacing: -0.05pt"><B>&nbsp;</B></FONT></P>

<P STYLE="font: 10pt/110% Times New Roman, Times, Serif; margin: 2.5pt 0 0 5.5pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; letter-spacing: -0.05pt"><B>IN
WITNESS WHEREOF </B>the parties have executed this Amendment with effect from the first date specified on the first page of this Amendment.</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;&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 0 5.5pt"><FONT STYLE="letter-spacing: -0.05pt">BNP</FONT> <FONT STYLE="letter-spacing: -0.2pt">PARIBAS
PRIME</FONT> <FONT STYLE="letter-spacing: -0.15pt">BROKERAGE</FONT> <FONT STYLE="letter-spacing: -0.3pt">INTERNATIONAL,</FONT> <FONT STYLE="letter-spacing: -0.05pt">LIMITED</FONT></P>

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

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0.35pt 0 0"><B>&nbsp;</B></P>

<P STYLE="margin: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>/s/ Robert Luzzo</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0.65pt 0 0 5.5pt"><FONT STYLE="letter-spacing: -0.15pt">Name:
&nbsp;Robert Luzzo</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0.65pt 0 0 5.5pt"><FONT STYLE="letter-spacing: -0.15pt">Title:</FONT>
&nbsp;&nbsp;&nbsp;Managing Director</P>

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

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0.05pt 0 0">&nbsp;</P>


<P STYLE="margin: 0">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>/s/ Mohamed Adil
El Batji</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0.65pt 0 0 5.5pt"><FONT STYLE="letter-spacing: -0.15pt">Name:
&nbsp;Mohamed Adil El Batji</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0.65pt 0 0 5.5pt"><FONT STYLE="letter-spacing: -0.15pt">Title:</FONT>
&nbsp;&nbsp;&nbsp;Managing Director</P>

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

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0.05pt 0 0">&nbsp;</P>

<P STYLE="font: 10.5pt Times New Roman, Times, Serif; margin: 1.25pt 0 0 5.5pt"></P>

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

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0.1pt 0 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 0 5.5pt"><FONT STYLE="letter-spacing: -0.1pt">GUGGENHEIM</FONT> <FONT STYLE="letter-spacing: -0.15pt">STRATEGIC</FONT>
<FONT STYLE="letter-spacing: -0.2pt">OPPORTUNITIES FUND</FONT></P>

<P STYLE="font: 2.5pt Times New Roman, Times, Serif; margin: 0.35pt 0 0"><B>&nbsp;</B></P>

<P STYLE="font: 9pt/10pt Sans-Serif; margin: 0 0 0 5.05pt; color: Red"></P>

<P STYLE="margin: 0"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>/s/
John <FONT STYLE="letter-spacing: -0.05pt">Sullivan</FONT></U></FONT><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0.65pt 0 0 5.5pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: -0.15pt">Name:
&nbsp;John</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: -0.05pt">Sullivan</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0.65pt 0 0 5.5pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: -0.15pt">Title:
</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;&nbsp;&nbsp;</FONT></P>

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


<P STYLE="font: 10.5pt Times New Roman, Times, Serif; margin: 1.95pt 0 0 5.5pt"><FONT STYLE="font-size: 10pt; letter-spacing: 0.25pt">Name:</FONT></P>

<P STYLE="font: 10pt/112% Times New Roman, Times, Serif; margin: 7.45pt 198.4pt 0 5.5pt"><FONT STYLE="letter-spacing: -0.15pt">Title:</FONT></P>

<P STYLE="font: 10pt/112% Times New Roman, Times, Serif; margin: 7.45pt 198.4pt 0 5.5pt">&nbsp;</P>

<P STYLE="font: 10pt/112% Times New Roman, Times, Serif; margin: 7.45pt 198.4pt 0 5.5pt"><FONT STYLE="letter-spacing: -0.15pt">2&nbsp;</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>


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<P STYLE="font: 6pt Times New Roman, Times, Serif; margin: 0.15pt 0 0">&nbsp;</P>

<P STYLE="font: 11pt/195% Times New Roman, Times, Serif; margin: 3.55pt 0pt 0 0pt; text-align: center"><FONT STYLE="font-size: 10.5pt; letter-spacing: -0.1pt"><B>Appendix
B</B></FONT></P>

<P STYLE="font: 11pt/195% Times New Roman, Times, Serif; margin: 3.55pt 0pt 0; text-align: center"><FONT STYLE="font-size: 10.5pt; letter-spacing: -0.1pt"><B>Pricing</B></FONT></P>

<P STYLE="font: 11pt/195% Times New Roman, Times, Serif; margin: 3.55pt 0pt 0; text-align: center"><FONT STYLE="font-size: 10.5pt; letter-spacing: -0.1pt"><B>&nbsp;</B></FONT></P>

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><B>GUGGENHEIM <FONT STYLE="letter-spacing: -0.15pt">STRATEGIC</FONT> <FONT STYLE="letter-spacing: -0.2pt">OPPORTUNITIES
FUND</FONT></B></P>

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><B><FONT STYLE="letter-spacing: -0.2pt">&nbsp;</FONT></B></P>

<P STYLE="text-align: center; margin-top: 0; margin-bottom: 0"><B><FONT STYLE="letter-spacing: -0.2pt">Financing
Rate&nbsp;</FONT></B></P>

<P STYLE="font: 6pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 4pt 82.15pt 0 82.55pt; text-align: center"><FONT STYLE="letter-spacing: -0.05pt">Customer
Debit</FONT> <FONT STYLE="letter-spacing: -0.15pt">Rate</FONT></P>

<P STYLE="font: 10.5pt Times New Roman, Times, Serif; margin: 1.2pt 82.15pt 0 82.6pt; text-align: center"><FONT STYLE="letter-spacing: -0.1pt"></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">With respect to each type of Eligible Security, as
specified in the below grid:</P>
<P STYLE="font: 10.5pt Times New Roman, Times, Serif; margin: 1.2pt 82.15pt 0 82.6pt; text-align: center"><FONT STYLE="letter-spacing: -0.1pt"></FONT>&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0pt 0 0pt; text-align: center"><FONT STYLE="letter-spacing: -0.15pt"><B>ISO
Code</B></FONT></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0.1pt 0 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 81.55pt 0 82.6pt; text-align: center"><FONT STYLE="letter-spacing: -0.25pt">USD</FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0.3pt 0 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 32%; border: black 1pt solid; font: 11pt Calibri, Helvetica, Sans-Serif; padding-top: 4.2pt; padding-left: 4.75pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: 0.05pt"><B>Collateral</B></FONT><B> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: -0.2pt">Bucket</FONT></B></TD>
    <TD STYLE="width: 42%; border-top: black 1pt solid; border-right: black 1pt solid; border-bottom: black 1pt solid; font: 11pt Calibri, Helvetica, Sans-Serif; padding-top: 4.2pt; padding-left: 5.55pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: 0.05pt"><B>Benchmark</B></FONT></TD>
    <TD STYLE="width: 26%; border-top: black 1pt solid; border-right: black 1pt solid; border-bottom: black 1pt solid; font: 11pt Calibri, Helvetica, Sans-Serif; padding-top: 4.2pt; padding-left: 5.55pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>Spread <FONT STYLE="letter-spacing: -0.2pt">(bps)</FONT></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; font: 11pt/111% Calibri, Helvetica, Sans-Serif; padding-top: 1.2pt; padding-right: 10.15pt; padding-left: 4.75pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: -0.3pt; line-height: 111%">Eligible</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: 0.1pt; line-height: 111%">&nbsp;</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: -0.05pt; line-height: 111%">Securities</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: 0.15pt; line-height: 111%">(as</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; letter-spacing: 0.05pt; line-height: 111%">such</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10.5pt; line-height: 111%">term <FONT STYLE="letter-spacing: -0.3pt">is</FONT> <FONT STYLE="letter-spacing: 0.1pt">defined</FONT> <FONT STYLE="letter-spacing: -0.3pt">in</FONT> <FONT STYLE="letter-spacing: -0.05pt">Appendix</FONT> <FONT STYLE="letter-spacing: -0.3pt">A),</FONT> <FONT STYLE="letter-spacing: 0.05pt">excluding</FONT> <FONT STYLE="letter-spacing: -0.1pt">SPACs</FONT></FONT></TD>
    <TD STYLE="border-right: black 1pt solid; border-bottom: black 1pt solid">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 14pt Times New Roman, Times, Serif; margin: 0.1pt 0 0">&nbsp;</P>
    <P STYLE="font: 10.5pt/10.2pt Times New Roman, Times, Serif; margin: 0 0 0 5.55pt"><FONT STYLE="letter-spacing: 0.2pt">1M</FONT> <FONT STYLE="letter-spacing: 0.05pt">LIBOR</FONT></P></TD>
    <TD STYLE="border-right: black 1pt solid; border-bottom: black 1pt solid">
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 14pt Times New Roman, Times, Serif; margin: 0.1pt 0 0">&nbsp;</P>
    <P STYLE="font: 10.5pt/10.2pt Times New Roman, Times, Serif; margin: 0 0 0 5.55pt">+85 <FONT STYLE="letter-spacing: 0.4pt">bps</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: black 1pt solid; border-bottom: black 1pt solid; border-left: black 1pt solid; font: 11pt/10.2pt Calibri, Helvetica, Sans-Serif; padding-top: 5.7pt; padding-left: 4.75pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10.5pt; letter-spacing: -0.1pt">SPACS</FONT></TD>
    <TD STYLE="border-right: black 1pt solid; border-bottom: black 1pt solid; font: 11pt/10.2pt Calibri, Helvetica, Sans-Serif; padding-top: 5.7pt; padding-left: 5.55pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10.5pt; letter-spacing: 0.15pt">1M</FONT> <FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10.5pt; letter-spacing: 0.05pt">LIBOR</FONT></TD>
    <TD STYLE="border-right: black 1pt solid; border-bottom: black 1pt solid; font: 11pt/10.2pt Calibri, Helvetica, Sans-Serif; padding-top: 5.7pt; padding-left: 5.55pt"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10.5pt; letter-spacing: -0.35pt">+</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10.5pt; letter-spacing: 0.35pt">12</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10.5pt">5 <FONT STYLE="letter-spacing: 0.4pt">bps</FONT></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">
    <P STYLE="font: 11pt/110% Times New Roman, Times, Serif; margin: 1.25pt 4.2pt 0 4.75pt"><FONT STYLE="font-size: 10pt">Any <FONT STYLE="letter-spacing: -0.05pt">securities</FONT>
    <FONT STYLE="letter-spacing: 0.15pt">not</FONT> constituting <FONT STYLE="letter-spacing: -0.3pt">Eligible</FONT></FONT> <FONT STYLE="font-size: 10.5pt; letter-spacing: -0.05pt">Securities</FONT>
    <FONT STYLE="font-size: 10.5pt; letter-spacing: 0.05pt">agreed upon</FONT></P>
    <P STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin: 0.8pt 4.2pt 0 4.75pt"><FONT STYLE="font-size: 10pt; letter-spacing: 0.05pt">between</FONT>
    <FONT STYLE="font-size: 10pt; letter-spacing: -0.05pt">the</FONT> <FONT STYLE="font-size: 10pt">parties <FONT STYLE="letter-spacing: -0.05pt">from</FONT>
    <FONT STYLE="letter-spacing: -0.3pt">time</FONT></FONT> <FONT STYLE="font-size: 10.5pt; letter-spacing: 0.15pt">to</FONT> <FONT STYLE="font-size: 10.5pt; letter-spacing: 0.1pt">time</FONT></P></TD>
    <TD STYLE="border-right: black 1pt solid; border-bottom: black 1pt solid">
    <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">&nbsp;&nbsp;1M <FONT STYLE="letter-spacing: 0.05pt">LIBOR</FONT></P></TD>
    <TD STYLE="border-right: black 1pt solid; border-bottom: black 1pt solid">
    <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">&nbsp;&nbsp;+125 <FONT STYLE="letter-spacing: 0.2pt">bps</FONT></P></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0.2pt 0 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0 0 0 11.05pt"><FONT STYLE="letter-spacing: -0.2pt">&ldquo;SPACS&rdquo;</FONT> <FONT STYLE="letter-spacing: 0.05pt">shall</FONT> <FONT STYLE="letter-spacing: 0.1pt">have
the</FONT> <FONT STYLE="letter-spacing: 0.25pt">meaning in</FONT> <FONT STYLE="letter-spacing: 0.05pt">Section</FONT> <FONT STYLE="letter-spacing: -0.15pt">2(a)(vii)</FONT> <FONT STYLE="letter-spacing: 0.15pt">of</FONT> <FONT STYLE="letter-spacing: -0.15pt">Appendix</FONT> <FONT STYLE="letter-spacing: -0.25pt">A.</FONT></P>

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

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

<P STYLE="font: 6.5pt Times New Roman, Times, Serif; margin: 0.15pt 0 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 5.3pt 13.65pt 0 11.05pt"><FONT STYLE="letter-spacing: 0.05pt">Customer</FONT> <FONT STYLE="letter-spacing: 0.25pt">shall
pay</FONT> a <FONT STYLE="letter-spacing: 0.3pt">one time</FONT> <FONT STYLE="letter-spacing: 0.15pt">a</FONT><FONT STYLE="letter-spacing: -0.35pt">rr</FONT><FONT STYLE="letter-spacing: 0.15pt">a</FONT><FONT STYLE="letter-spacing: -0.45pt">ng</FONT><FONT STYLE="letter-spacing: 0.15pt">e</FONT><FONT STYLE="letter-spacing: -0.15pt">m</FONT><FONT STYLE="letter-spacing: 0.15pt">e</FONT><FONT STYLE="letter-spacing: -0.45pt">n</FONT><FONT STYLE="letter-spacing: 1.1pt">t </FONT><FONT STYLE="letter-spacing: 0.5pt">f</FONT><FONT STYLE="letter-spacing: 0.15pt">e</FONT>e <FONT STYLE="letter-spacing: 0.1pt">equal
to</FONT> <FONT STYLE="letter-spacing: 0.2pt">the</FONT> <FONT STYLE="letter-spacing: -0.05pt">product</FONT> <FONT STYLE="letter-spacing: 0.15pt">of</FONT> <FONT STYLE="letter-spacing: 0.2pt">the</FONT> <FONT STYLE="letter-spacing: -0.05pt">Maximum</FONT> <FONT STYLE="letter-spacing: -0.25pt">Commitment</FONT> <FONT STYLE="letter-spacing: -0.15pt">Financing</FONT> <FONT STYLE="letter-spacing: 0.4pt">and</FONT> <FONT STYLE="letter-spacing: 0.15pt">25</FONT>
bps.</P>

<P STYLE="font: 11.5pt Times New Roman, Times, Serif; margin: 0.45pt 0 0">&nbsp;</P>

<P STYLE="text-align: center; font: 11.5pt Times New Roman, Times, Serif; margin-top: 0.45pt; margin-bottom: 0"><FONT STYLE="font-size: 10pt"><B>Commitment
Fee</B></FONT></P>

<P STYLE="font: 9pt/10pt Sans-Serif; margin: 0 0 0 5.9pt; color: Red"></P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0.05pt 0 0">&nbsp;</P>

<P STYLE="font: 11pt/108% Times New Roman, Times, Serif; margin: 3.55pt 13.65pt 0 11.05pt"><FONT STYLE="font-size: 10pt; letter-spacing: 0.05pt"></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 11pt">Customer shall pay a commitment fee (the &ldquo;<B>Commitment Fee</B>&rdquo;)
to BNPP PB equal to the sum of the Daily Commitment Fees over the relevant calculation period, when the amount calculated under the Financing
Rate above is due. For purposes of this section, the &ldquo;<B>Daily Commitment Fee</B>&rdquo; on each day shall be the product of (a)
the difference between (i) the Maximum Commitment Financing and (ii) the current Outstanding Debt Financing, expressed as a positive number,
(b) 1/360 and (c) 50 bps.</P>
<P STYLE="font: 11pt/108% Times New Roman, Times, Serif; margin: 3.55pt 13.65pt 0 11.05pt"><FONT STYLE="font-size: 10pt; letter-spacing: 0.05pt"></FONT></P>

<P STYLE="font: 11pt/108% Times New Roman, Times, Serif; margin: 3.55pt 13.65pt 0 11.05pt"><FONT STYLE="font-size: 10pt; letter-spacing: 0.15pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/108% Times New Roman, Times, Serif; margin: 3.55pt 13.65pt 0 11.05pt"><FONT STYLE="font-size: 10pt; letter-spacing: 0.15pt">3&nbsp;</FONT></P>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.L
<SEQUENCE>5
<FILENAME>ex99l.htm
<DESCRIPTION>OPINION AND CONSENT OF DECHERT LLP
<TEXT>
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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0"></P>

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    <TD STYLE="width: 50%">&nbsp;</TD>
    <TD STYLE="width: 50%"><P STYLE="margin-top: 0; margin-bottom: 0">1900 K Street, NW<BR> Washington, DC&nbsp; 20006-1110</P>
                           <P STYLE="margin-top: 0; margin-bottom: 0">+1&nbsp; 202&nbsp; 261&nbsp; 3300&nbsp; Main</P>
                           <P STYLE="margin-top: 0; margin-bottom: 0">+1&nbsp; 202&nbsp; 261&nbsp; 3333&nbsp; Fax</P>
                           <P STYLE="margin-top: 0; margin-bottom: 0">www.dechert.com &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</P></TD></TR>
  </TABLE>
<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">September 16, 2021</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">Guggenheim Strategic
Opportunities Fund</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">227 West Monroe Street</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">Chicago, Illinois 60606</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt 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">Re:</TD><TD STYLE="text-align: justify">Guggenheim Strategic Opportunities Fund</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: 0in">File No. 811-21982</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">Dear Ladies and Gentlemen:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have acted as counsel for Guggenheim
Strategic Opportunities Fund (the &ldquo;Trust&rdquo; or the &ldquo;Registrant&rdquo;), a Delaware statutory trust, in connection
with the filing of the Registrant&rsquo;s registration statement on Form N-2 under the Securities Act of 1933 (the &ldquo;1933
Act&rdquo;) constituting Amendment No. 32 to the Registrant's registration statement under the Investment Company Act of 1940 (the
&ldquo;Registration Statement&rdquo;) relating to the issuance and sale of shares by the Registrant.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">This opinion is limited to the Delaware Statutory
Trust Act, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware.
Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the State
of Delaware.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In connection with the opinion set forth herein, we
have examined the following Trust documents: the Trust&rsquo;s Amended and Restated Declaration of Trust; the Trust&rsquo;s Amended and
Restated By-Laws; and such other Trust records, certificates, resolutions and documents that we have deemed relevant in
order to render the opinion expressed herein. In addition, we have reviewed and relied upon a certificate dated September 9, 2021 issued
by the Delaware Secretary of State.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In rendering this opinion we have assumed, without
independent verification: (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures;
(ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions
provided have been duly adopted by the Trust&rsquo;s Board of Trustees; (iv) that the facts contained in the instruments and certificates
or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion
are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would
limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Trust&rsquo;s Board
of Trustees, or in the</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;<IMG SRC="image_003.jpg" ALT=""></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Registration Statement, we have assumed such documents are the same as in the most recent form provided to us,
whether as an exhibit to the Registration Statement or otherwise.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Based upon the foregoing, we are of the opinion
that the shares of the Trust to be registered pursuant to the Registration Statement have been duly authorized for issuance and,
when issued and delivered against payment therefore in accordance with the terms, conditions, requirements and procedures described
in the Registration Statement and any applicable underwriting or purchase agreements, will be validly issued, fully paid and,
subject to the last sentence of Section 3.8 of the Amended and Restated Declaration of Trust, non-assessable beneficial interests in
the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use of our
name in the Registration Statement. In giving such consent, however, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">Very truly yours,</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">/s/ Dechert LLP</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">Dechert LLP</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 0.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.N
<SEQUENCE>6
<FILENAME>ex99n.htm
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
<HTML>
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<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"><B>&nbsp;</B></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-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Consent of Independent Registered Public Accounting
Firm</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">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We consent to the references to our firm under the
captions &ldquo;Financial Highlights&rdquo;, &ldquo;Senior Securities and Other Financial Leverage&rdquo; and &ldquo;Independent Registered
Public Accounting Firm&rdquo; in the Prospectus and &ldquo;Independent Registered Public Accounting Firm&rdquo; and &ldquo;Financial Statements&rdquo;
in the Statement of Additional Information and to the incorporation by reference in this Registration Statement (Form N-2) (Amendment
No. 32 to File No. 811-21982) of Guggenheim Strategic Opportunities Fund of our report dated July 29, 2021 on the financial statements
and financial highlights of Guggenheim Strategic Opportunities Fund included in the May 31, 2021 Annual Report to Shareholders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 4.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: right; margin: 0 0 0 4.5in">/s/ Ernst &amp; Young LLP</P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">September 16, 2021</P>

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

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<SEQUENCE>7
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</SEC-DOCUMENT>
