<SEC-DOCUMENT>0001193125-20-259598.txt : 20210105
<SEC-HEADER>0001193125-20-259598.hdr.sgml : 20210105

<ACCEPTANCE-DATETIME>20200930160230

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0001193125-20-259598

CONFORMED SUBMISSION TYPE:	N-2

PUBLIC DOCUMENT COUNT:		19

FILED AS OF DATE:		20200930

DATE AS OF CHANGE:		20201207


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			DoubleLine Income Solutions Fund

		CENTRAL INDEX KEY:			0001566388

		IRS NUMBER:				000000000

		STATE OF INCORPORATION:			MA



	FILING VALUES:

		FORM TYPE:		N-2

		SEC ACT:		1933 Act

		SEC FILE NUMBER:	333-249168

		FILM NUMBER:		201212278



	BUSINESS ADDRESS:	

		STREET 1:		C/O DOUBLELINE CAPITAL LP

		STREET 2:		333 SOUTH GRAND AVENUE, SUITE 800

		CITY:			LOS ANGELES

		STATE:			CA

		ZIP:			90071

		BUSINESS PHONE:		213-633-8200



	MAIL ADDRESS:	

		STREET 1:		C/O DOUBLELINE CAPITAL LP

		STREET 2:		333 SOUTH GRAND AVENUE, SUITE 800

		CITY:			LOS ANGELES

		STATE:			CA

		ZIP:			90071




FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			DoubleLine Income Solutions Fund

		CENTRAL INDEX KEY:			0001566388

		IRS NUMBER:				000000000

		STATE OF INCORPORATION:			MA



	FILING VALUES:

		FORM TYPE:		N-2

		SEC ACT:		1940 Act

		SEC FILE NUMBER:	811-22791

		FILM NUMBER:		201212277



	BUSINESS ADDRESS:	

		STREET 1:		C/O DOUBLELINE CAPITAL LP

		STREET 2:		333 SOUTH GRAND AVENUE, SUITE 800

		CITY:			LOS ANGELES

		STATE:			CA

		ZIP:			90071

		BUSINESS PHONE:		213-633-8200



	MAIL ADDRESS:	

		STREET 1:		C/O DOUBLELINE CAPITAL LP

		STREET 2:		333 SOUTH GRAND AVENUE, SUITE 800

		CITY:			LOS ANGELES

		STATE:			CA

		ZIP:			90071



<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>

<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>d920962dn2.htm
<DESCRIPTION>N-2
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<HTML><HEAD>
<TITLE>N-2</TITLE>
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<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>1933 Act File <FONT STYLE="white-space:nowrap">No.&nbsp;333-[</FONT> ] </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>1940 Act File <FONT STYLE="white-space:nowrap">No.&nbsp;811-22791</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>As filed with the Securities and Exchange Commission </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>on September&nbsp;30, 2020 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">N-2</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD WIDTH="97%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="2%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>REGISTRATION&nbsp;STATEMENT&nbsp;UNDER&nbsp;THE&nbsp;SECURITIES&nbsp;ACT&nbsp;OF&nbsp;1933</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B></B>&#9746;<B></B><B></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">Pre-Effective</FONT> Amendment No.</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B></B>&#9744;<B></B><B></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Post-Effective Amendment No.</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B></B>&#9744;<B></B><B></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>REGISTRATION&nbsp;STATEMENT&nbsp;UNDER&nbsp;THE&nbsp;INVESTMENT&nbsp;COMPANY&nbsp;ACT</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OF&nbsp;1940</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B></B>&#9746;<B></B><B></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Amendment No.&nbsp;5</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B></B>&#9746;<B></B><B></B></TD></TR>
</TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INCOME SOLUTIONS FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(Exact Name of Registrant as Specified in Charter) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>333 South Grand Avenue, Suite 1800 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Los Angeles, California 90071 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(Address of Principal Executive Offices) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><FONT STYLE="white-space:nowrap">(213)&nbsp;633-8200</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(Registrant&#146;s Telephone Number) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Ronald R. Redell </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>c/o
DoubleLine Capital LP </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>333 South Grand Avenue, Suite 1800 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Los Angeles, California 90071 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(Name and Address of Agent for Service) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>Copy to: </I></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="99%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Jeremy C. Smith</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Ropes&nbsp;&amp; Gray LLP</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>1211 Sixth Avenue</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>New York, New York 10036</B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>(212) <FONT STYLE="white-space:nowrap">596-9858</FONT></B></TD></TR>
</TABLE> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Approximate Date of Commencement of Proposed Public Offering</B>: As soon as practicable
after the effective date of this Registration Statement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box:&nbsp;&#9744; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If any of the securities being registered on this form
will be offered on a delayed or continuous basis in reliance on Rule&nbsp;415 under the Securities Act of 1933 (&#147;Securities Act&#148;), other than securities offered in connection with a dividend reinvestment plan, check the following
box:&nbsp;<B></B>&#9746;<B></B><B></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective
amendment thereto, check the following box:&nbsp;<B></B>&#9746;<B></B><B></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">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;<B></B>&#9746;<B></B><B></B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">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;&#9744; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">It
is proposed that this filing will become effective (check appropriate box): </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#9744;&nbsp;when declared effective pursuant
to Section&nbsp;8(c) of the Securities Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If appropriate, check the following box: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;This post-effective amendment designates a new effective date for a previously filed
registration statement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;This Form is filed to register additional securities for an
offering pursuant to Rule&nbsp;462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;This Form
is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Check each box that appropriately characterizes the
Registrant: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B></B>&#9746;<B></B><B></B>&nbsp;&nbsp;&nbsp;&nbsp;Registered
<FONT STYLE="white-space:nowrap">closed-end</FONT> fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;Business development company.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;Interval fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B></B>&#9746;<B></B><B></B>&nbsp;&nbsp;&nbsp;&nbsp;A.2 Qualified. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B></B>&#9746;<B></B><B></B>&nbsp;&nbsp;&nbsp;&nbsp;Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities
Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;Emerging Growth Company (as defined by Rule
<FONT STYLE="white-space:nowrap">12b-2</FONT> under the Securities Exchange Act of 1934 (&#147;Exchange Act&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;New registrant. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TR STYLE="font-size:1px; ">
<TD COLSPAN="16" VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top"><B>Title&nbsp;of&nbsp;Securities <BR>Being&nbsp;Registered</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="2" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>&nbsp;&nbsp;Amount&nbsp;Being&nbsp;&nbsp;</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Registered(1)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="2" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Proposed<BR>Maximum<BR>&nbsp;&nbsp;Offering&nbsp;Price&nbsp;&nbsp;</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Per&nbsp;Unit</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="2" ALIGN="center"><B>Proposed<BR>Maximum<BR>Aggregate&nbsp;Offering<BR>Price(2)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="2" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Amount&nbsp;of<BR>&nbsp;&nbsp;&nbsp;&nbsp;Registration&nbsp;&nbsp;&nbsp;&nbsp;</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Fee</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Common Shares, par value $0.00001</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">$</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">500,000,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">64,900.00&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD COLSPAN="16" VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:18%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">There are being registered hereunder a presently indeterminate number of shares of common stock to be
offered on an immediate, continuous or delayed basis. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(o) under the
Securities Act. </P></TD></TR></TABLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>PROSPECTUS </U></B></P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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 </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Income Solutions Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Up to $500,000,000 of Common Shares </B></P> <P STYLE="font-size:30pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Income Solutions Fund (the &#147;Fund&#148;) is a diversified,
<FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company that commenced operations on April&nbsp;26, 2013 following the initial public offering of the Fund&#146;s common shares of beneficial interest (the &#147;Common
Shares&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Common Shares, par value $0.00001 per share, are listed on the New York Stock Exchange (&#147;NYSE&#148;)
under the symbol &#147;DSL.&#148; As of August&nbsp;31, 2020, the net assets of the Fund attributable to Common Shares were $1,679,792,659 and the Fund had outstanding 101,956,908 Common Shares.&nbsp;The last reported sale price of the Common
Shares, as reported by the NYSE on August&nbsp;31, 2020 was $16.05 per Common Share. The net asset value of the Common Shares at the close of business on August&nbsp;31, 2020 was $16.48 per Common Share. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment Objectives</I></B><I>. </I>The Fund&#146;s primary investment objective is to seek high current income and its secondary
objective is to seek capital appreciation. The Fund cannot assure you that it will achieve its investment objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Principal
Investment Strategies.</I></B><I> </I>The Fund will seek to achieve its investment objectives by investing in a portfolio of investments selected for their potential to provide high current income, growth of capital, or both. The Fund may invest in
debt securities and other income-producing investments anywhere in the world, including in emerging markets. The Fund&#146;s investment adviser, DoubleLine Capital LP&nbsp;(&#147;DoubleLine&#148; or the &#147;Adviser&#148;), allocates the
Fund&#146;s assets among debt security market sectors, and among investments within those sectors, in an attempt to construct a portfolio providing the potential for a high level of current income and for capital appreciation consistent with what
DoubleLine considers an appropriate level of risk in light of market conditions prevailing at the time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>(continued on following page)
</I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment Adviser</I></B>. The Fund&#146;s investment adviser is DoubleLine Capital LP. The Adviser is responsible for the <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> management of the Fund&#146;s assets. As of June&nbsp;30, 2020, DoubleLine had approximately $137.4&nbsp;billion in assets under management. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>An investment in the Fund involves certain risks arising from, among other things, the Fund&#146;s ability to invest in debt securities
that are at the time of investment rated below investment grade or unrated securities judged by DoubleLine to be of comparable quality (a category of investment that includes securities commonly referred to as &#147;high yield&#148; securities or
&#147;junk bonds&#148;). See &#147;Principal Risk Factors&#151;Below investment grade/high yield securities risk.&#148; An investment in the Fund is also subject to the risk of the use of leverage. See &#147;Leverage&#148; and &#147;Principal Risk
Factors&#151;Leverage risk.&#148; Investors should carefully consider the Fund&#146;s risks and investment objectives, as an investment in the Fund may not be appropriate for all investors and is not designed to be a complete investment program. No
assurance can be given that the Fund&#146;s investment objectives will be achieved. Before buying any of the Fund&#146;s Common Shares, you should read the discussion of the principal risks of investing in the Fund in &#147;Principal Risk
Factors&#148; beginning on page 61 of this Prospectus. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Neither the U.S. Securities and Exchange Commission (the &#147;SEC&#148;)
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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>The date of this Prospectus is September&nbsp;30, 2020 </B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">i </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Beginning on January&nbsp;1, 2021, as permitted by regulations adopted by the SEC, paper copies
of the Fund&#146;s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund&#146;s website
(www.doublelinefunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this
change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank). You may elect to receive
all future reports in paper free of charge. You can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your
account if you invest through your financial intermediary. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ii </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>(continued from previous page) </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in debt securities and other income-producing investments based on DoubleLine&#146;s assessment of the potential returns
and risks of different sectors of the debt security markets and of particular securities and other investments. Such securities may include, by way of example, U.S. Government securities; debt securities issued by domestic or foreign corporate or
other issuers; obligations of foreign sovereigns or their agencies or instrumentalities; equity, mortgage, or hybrid real estate investment trust (&#147;REIT&#148;) securities that trade on an exchange (<I>i.e.</I>, the Fund may not purchase REIT
securities that do not trade on an exchange); loans of any kind (including, among others, bank loans, senior loans, delayed funding loans, revolving credit facilities, assignments, participations, subordinated loans,
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">debtor-in-possession</FONT></FONT> loans, and exit facilities); municipal securities and other debt securities issued by states or local governments and their agencies, authorities
and other government-sponsored enterprises; collateralized loan obligations; <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">payment-in-kind</FONT></FONT> securities; <FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds;
inflation-indexed bonds; structured notes and other hybrid instruments; convertible securities; credit-linked trust certificates; preferred securities; commercial paper; and cash and cash equivalents. The rate of interest on the debt and other
income-producing investments that the Fund may purchase may be fixed, floating, or variable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in mortgage-backed
securities of any kind. Mortgage-backed securities may include, among other things, securities issued or guaranteed by the U.S. Government, its agencies, or its instrumentalities or sponsored corporations, or securities of domestic or foreign
private issuers. The Fund may invest in asset-backed securities that are not mortgage-backed securities, and in pools of loans through mortgage- or other asset-backed securities where a trust or other entity issues interests in the loans. The Fund
may invest in any level of the capital structure of an issuer of mortgage-backed or asset-backed securities. The Fund&#146;s investments in loans and the loans underlying the asset-backed securities and similar obligations in which the Fund may
invest may include loans that contain fewer or less restrictive constraints on the borrower than certain other types of loans (&#147;covenant-lite&#148; loans). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest without limit in securities of issuers domiciled or organized in jurisdictions other than the United States, including
securities of issuers domiciled or organized in emerging market countries. The Fund intends to invest a significant portion of its assets in securities of issuers domiciled or organized in emerging market countries, although the composition of the
Fund&#146;s portfolio may change over time and from time to time such that a significant portion of the Fund&#146;s assets are not invested in securities of emerging markets issuers. Although the Fund intends to invest in U.S. dollar-denominated
investments, the Fund may take positions in various foreign <FONT STYLE="white-space:nowrap">(non-U.S.)</FONT> currencies, including by actual holdings of those currencies and through forward, futures, swap, and option contracts with respect to
foreign currencies, for hedging, or as a substitute for actual purchases or sales of the currencies in question; the Fund may also invest in investments denominated in currencies other than the U.S. dollar if DoubleLine determines that such
investments present favorable investment opportunities. The Fund may (but is not required to) attempt to hedge some of its exposure to foreign currencies in order to reduce the risk of loss due to fluctuations in currency exchange rates relative to
the U.S. dollar. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest without limit in securities rated below investment grade (securities rated Ba1 or below by
Moody&#146;s Investors Service, Inc. (&#147;Moody&#146;s&#148;) and BB+ or below by Standard&nbsp;&amp; Poor&#146;s Rating Services (&#147;S&amp;P&#148;) and Fitch, Inc. (&#147;Fitch&#148;)) or unrated securities judged by DoubleLine to be of
comparable quality. The Fund will not normally invest more than 20% of its total assets in corporate debt instruments that are, at the time of purchase, rated lower than B3 by Moody&#146;s and lower than <FONT STYLE="white-space:nowrap">B-</FONT> by
S&amp;P and Fitch (or, if unrated, determined by the Adviser to be of comparable quality). In addition, the Fund will not normally invest more than 20% of its total assets in debt securities and other income-producing investments that are not rated
by at least one nationally recognized statistical rating organization. Debt securities of below investment grade quality are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and to repay
principal. Securities rated Ba1 or below by Moody&#146;s and BB+ or below by S&amp;P or Fitch are considered vulnerable to nonpayment and their issuers to be dependent on favorable business, financial and economic conditions to meet their financial
commitments. The Fund may invest in securities at risk of being in default as to the repayment of principal and/or interest at the time of acquisition by the Fund. However, the Fund will not normally invest in corporate debt securities rated at the
time of investment lower than Ca3 by Moody&#146;s and lower than C by S&amp;P and Fitch (or, if unrated, determined by the Adviser to be of comparable quality). In the case of split ratings, DoubleLine will categorize the security according to the
highest rating assigned. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities of any or no maturity. The portfolio managers intend, under normal market
conditions, to seek to construct an investment portfolio with a weighted average effective duration of not less than two years and not more than ten years. Duration is a measure of the expected life of a debt instrument that is used to determine the
sensitivity of a security&#146;s price to changes in interest rates. Effective duration is a measure of the Fund&#146;s portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage <FONT
STYLE="white-space:nowrap">pre-payment</FONT> rates. The effective duration of the Fund&#146;s investment portfolio may from time to time vary materially from the range stated above, and there is no assurance that the effective duration of the
Fund&#146;s investment portfolio will not vary outside the range stated above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may use various derivative strategies for hedging
purposes, or to gain, or reduce, long or short exposure to one or more asset classes, issuers, currencies or reference assets. The Fund also may enter into derivatives transactions with the purpose or effect of creating investment leverage. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">iii </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Leverage. </I></B>The Fund currently uses, and may in the future use, financial leverage.
The Fund has obtained financial leverage through a Liquidity Agreement (the &#147;Liquidity Agreement&#148;) with State Street Bank&nbsp;&amp; Trust Company (&#147;SSB&#148;) that allows the Fund to borrow up to $1&nbsp;billion. The Fund pledges its
assets as collateral to secure obligations under the Liquidity Agreement. The Fund retains the risks and rewards of the ownership of assets pledged to secure obligations under the Liquidity Agreement and generally expects to make these assets
available for securities lending transactions. Additional details regarding the Liquidity Agreement are included under &#147;Leverage.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although it has no current intention to do so, the Fund also may determine to issue preferred shares to add leverage to its portfolio. The
Fund also may enter into transactions that may give rise to a form of leverage or that have leverage embedded in them, including, among others, reverse repurchase agreements, dollar roll transactions, transactions involving inverse floaters and
related securities, credit default swap contracts and other transactions. Other similar transactions include loans of portfolio securities, transactions involving derivative instruments, short sales and when-issued, delayed delivery, and forward
commitment transactions. These transactions may represent a form of investment leverage and will create special risks. The use of these forms of additional leverage will increase the volatility of the Fund&#146;s investment portfolio and could
result in larger losses than if the strategies were not used. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under normal market conditions, the Fund will not (i)&nbsp;enter into
reverse repurchase agreements or dollar roll transactions, (ii)&nbsp;borrow money through loans or draw on lines of credit from banks or other credit facilities, (iii)&nbsp;issue preferred shares, or (iv)&nbsp;enter into derivatives transactions
with the intention on the part of the Adviser to create investment leverage, if as a result the amount of investment leverage the Adviser determines to be attributable to the activities listed in (i)&nbsp;through (iv) above in the aggregate would
exceed 50% of the Fund&#146;s total assets (including, for purposes of the 50% limit, the amounts of leverage obtained through such activities) (the &#147;50% leverage policy&#148;). Derivatives transactions entered into by the Fund to hedge, manage
or reduce risk or to equitize a cash position (<I>i.e.</I>, obtain investment exposure in an amount equal to or less than the Fund&#146;s position in cash, cash equivalents, high-quality short-term debt instruments and other similar investments)
will not be considered to have been made for the purpose of creating investment leverage and therefore will not be subject to the 50% leverage policy. It is possible that following the incurrence of any amount of investment leverage, the value of
the assets of the Fund will decline due to market conditions or other factors and that the 50% leverage limit will as a result be exceeded. In that case, the leverage risk to holders of Common Shares will increase. See &#147;Leverage&#148; and
&#147;Principal Risk Factors&#151;Leverage Risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will use leverage opportunistically and may choose to increase, decrease,
or eliminate its use of leverage over time and from time to time based on DoubleLine&#146;s assessment of the yield curve environment, interest rate trends, market conditions, and other factors. By using leverage, the Fund will seek to obtain a
higher return for holders of Common Shares (&#147;Common Shareholders&#148;) than if the Fund did not use leverage. Leveraging is a speculative technique and there are special risks and costs involved. There can be no assurance that a leveraging
strategy will be used or that it will be successful. See &#147;Leverage&#148; and &#147;Principal Risk Factors&#151;Leverage Risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>The Offering. </I></B>This Prospectus is part of a registration statement that the Fund has filed with the SEC, using the
&#147;shelf&#148; registration process. The Fund may offer, from time to time, in one or more offerings, up to $500,000,000 of the Common Shares on terms to be determined at the time of the offering. This Prospectus provides you with a general
description of the Common Shares that the Fund may offer. Each time the Fund uses this Prospectus to offer Common Shares, the Fund will provide a prospectus supplement that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in this Prospectus. You should read this Prospectus and the applicable prospectus supplement, which contain important information about the Fund, carefully before you invest
in the Common Shares. Common Shares may be offered directly to one or more purchasers, through agents designated from time to time by the Fund, or to or through underwriters or dealers. The prospectus supplement relating to an offering will identify
any agents, underwriters or dealers involved in the sale of Common Shares, and will set forth any applicable purchase price, fee, commission or discount arrangement between the Fund and its agents or underwriters or the basis upon which such amount
may be calculated. The Fund may not sell any Common Shares through agents, underwriters or dealers without delivery or deemed delivery of a prospectus supplement describing the method and terms of the particular offering of the Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Please retain this Prospectus and any prospectus supplement for future reference. It sets forth concisely the information about the Fund that
a prospective investor ought to know before investing in the Fund. The Fund has filed with the SEC a statement of additional information (&#147;SAI&#148;) dated September&nbsp;30, 2020, containing additional information about the Fund. The SAI is
incorporated by reference into this Prospectus, which means it is part of this Prospectus for legal purposes. The Fund also produces both annual and semi-annual reports that contain important information about the Fund. On or after August&nbsp;1,
2020, all subsequent annual reports that the Fund files with the SEC will also be incorporated by reference into this Prospectus and any accompanying prospectus supplement, until the date on which the Fund files an amendment to this Prospectus and
the accompanying prospectus supplement that indicates the offering has been terminated. Copies of the SAI and the Fund&#146;s annual and semi-annual reports may be obtained upon request, without charge, by calling toll-free (877)&nbsp;DLine11 <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311)</FONT></FONT> or by writing to the Fund at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071. You also may call this toll-free telephone number to request
other information about the Fund or to make shareholder inquiries. The annual report and the semi-annual report are available on the Fund&#146;s website at www.doublelinefunds.com. Information on, or accessible through, the Fund&#146;s website is
not a part of, and is not incorporated into, this Prospectus. You may review information about the Fund, including the SAI, reports and other information about the Fund on the EDGAR Database on the SEC&#146;s Internet site at
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">iv </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
www.sec.gov. You may get copies of this information, with payment of a duplication fee, by electronic request at the following <FONT STYLE="white-space:nowrap">E-mail</FONT> address:
publicinfo@sec.gov. The table of contents for the SAI appears on page 108 of this Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Common Shares do not
represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
government agency. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc"></A>TABLE OF CONTENTS </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_1">Prospectus Summary</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">1</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_12">Description of Shares</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">98</P></TD></TR>
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<TD HEIGHT="16"></TD>
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<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_2">Summary of Fund Expenses</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">32</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_13">Anti-Takeover and Other Provisions in the Declaration of Trust
</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">99</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_3">The Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">34</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_14"><FONT STYLE="white-space:nowrap">Repurchase&nbsp;of&nbsp;
Common&nbsp;Shares;&nbsp;Conversion&nbsp;to&nbsp;Open-End&nbsp;Fund</FONT></A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">100</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_4">Use of Proceeds</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">34</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_15">Tax Matters</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">101</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_5">The&nbsp;Fund&#146;s&nbsp;Investment&nbsp;Objectives&nbsp;and&nbsp;Strategies</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">34</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_16">Plan of Distribution</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">106</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_6">Leverage</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">57</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_17">Custodian and Transfer Agent</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">107</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_7">Principal Risk Factors</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">61</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_18">Independent Registered Public Accounting Firm</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">107</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_8">Management of the Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">91</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_19">Legal Matters</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">107</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_9">Market and Net Asset Value</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">93</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_20">Table of Contents for the Statement of Additional Information
</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">108</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_10">Distributions</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">95</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_21">Privacy Policy</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">109</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="#tx920962_11">Dividend Reinvestment Plan</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">96</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_22">Incorporation of Certain Information by
Reference</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">112</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx920962_23">Appendix A&#151;Description of Securities
Ratings</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><FONT STYLE="white-space:nowrap">A-1</FONT></P></TD></TR>
</TABLE> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">You should rely only on the information contained or incorporated by reference in this Prospectus. The Fund has not authorized
anyone to provide you with inconsistent information. If anyone provides you with inconsistent information, you should not assume that the Fund has authorized or verified it. The Fund is not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus. The Fund&#146;s business, financial condition, results of operations and
prospects may have changed since that date. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">v </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<div style ="BORDER-BOTTOM:1.00pt solid #000000;BORDER-LEFT:1.00pt solid #000000;BORDER-RIGHT:1.00pt solid #000000;BORDER-TOP:1.00pt solid #000000;MARGIN-LEFT:0px; MARGIN-RIGHT:0px;max-width:100%"><div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><A NAME="tx920962_1"></A>Prospectus summary </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>This is only a summary. This summary may not contain all of the information that you should consider before investing in common shares of
beneficial interest (&#147;Common Shares&#148;) of DoubleLine Income Solutions Fund (the &#147;Fund&#148;). You should review the more detailed information contained in this Prospectus and in the statement of additional information (the
&#147;SAI&#148;). In particular, you should carefully read the principal risks of investing in the Fund&#146;s Common Shares, as discussed under &#147;Principal Risk Factors.&#148; </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>THE FUND </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Income Solutions
Fund (the &#147;Fund&#148;) is a diversified, <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company that commenced operations on April&nbsp;26, 2013. See &#147;The Fund&#148; on page 34. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Common Shares are listed on the New York Stock Exchange (&#147;NYSE&#148;) under the symbol &#147;DSL.&#148; As of August&nbsp;31, 2020,
the net assets of the Fund attributable to Common Shares were $1,679,792,659 and the Fund had outstanding 101,956,908 Common Shares. The last reported sale price of the Common Shares, as reported by the NYSE on August&nbsp;31, 2020 was $16.05 per
Common Share. The net asset value (&#147;NAV&#148;) of the Common Shares at the close of business on August&nbsp;31, 2020 was $16.48 per Common Share. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>THE OFFERING </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may offer, from
time to time, in one or more offerings, up to $500,000,000 of the Common Shares on terms to be determined at the time of the offering. The Common Shares may be offered at prices and on terms to be set forth in one or more prospectus supplements. You
should read this Prospectus and the applicable prospectus supplement carefully before you invest in the Common Shares. Common Shares may be offered directly to one or more purchasers, through agents designated from time to time by the Fund, or to or
through underwriters or dealers. The prospectus supplement relating to an offering will identify any agents, underwriters or dealers involved in the sale of Common Shares, and will set forth any applicable purchase price, fee, commission or discount
arrangement between the Fund and its agents or underwriters or the basis upon which such amount may be calculated. The Fund may not sell any Common Shares through agents, underwriters or dealers without delivery or deemed delivery of a prospectus
supplement describing the method and terms of the particular offering of the Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>USE OF PROCEEDS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will invest the net proceeds of an offering in accordance with the Fund&#146;s investment objectives and strategies as stated below.
It is presently anticipated that the Fund will be able to invest substantially all of the net proceeds in investments that meet its investment objectives and policies within approximately 30 days after the completion of an offering, depending on the
amount and timing of proceeds available to the Fund as well as the availability of investments consistent with the Fund&#146;s investment objectives and policies. See &#147;Use of Proceeds.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>INVESTMENT OBJECTIVES AND STRATEGIES </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment
Objectives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s primary investment objective is to seek high current income and its secondary objective is to seek capital
appreciation. The Fund cannot assure you that it will achieve its investment objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Principal Investment Strategies </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will seek to achieve its investment objectives by investing in a portfolio of investments selected for their potential to provide
high current income, growth of capital, or both. The Fund may invest in debt securities and other income-producing investments anywhere in the world, including in emerging markets. The Fund&#146;s investment adviser, DoubleLine Capital LP
(&#147;DoubleLine&#148; or the &#147;Adviser&#148;), allocates the Fund&#146;s assets among debt security market sectors, and among investments within those sectors, in an attempt to construct a portfolio providing the potential for a high level of
current income and for capital appreciation consistent with what DoubleLine considers an appropriate level of risk in light of market conditions prevailing at the time. In managing the Fund&#146;s investments, the Adviser uses a controlled risk
approach. The techniques of this approach attempt to control the principal risk components of the fixed-income markets and include consideration of: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149; security selection within a given debt security market sector; </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149; relative performance of the various market sectors; </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149; the shape of the yield curve; and </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149; fluctuations in the overall level of interest rates. </P>
</div><br clear="All"></div><br clear="All">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine will select investments over time to implement its long-term strategic investment
view. It also will buy and sell securities opportunistically in response to short-term market, economic, political, or other developments or otherwise as opportunities may present themselves. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in debt securities and other income-producing investments based on DoubleLine&#146;s assessment of the potential returns
and risks of different sectors of the debt security markets and of particular securities and other investments. Such securities may include, by way of example, U.S. Government securities; debt securities issued by domestic or foreign corporate or
other issuers; obligations of foreign sovereigns or their agencies or instrumentalities; equity, mortgage, or hybrid real estate investment trust (&#147;REIT&#148;) securities that trade on an exchange (<I>i.e.</I>, the Fund may not purchase REIT
securities that do not trade on an exchange); loans of any kind (including, among others, bank loans, senior loans, delayed funding loans, revolving credit facilities, assignments, participations, subordinated loans,
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">debtor-in-possession</FONT></FONT> loans, and exit facilities); municipal securities and other debt securities issued by states or local governments and their agencies, authorities
and other government-sponsored enterprises; collateralized loan obligations (&#147;CLOs&#148;); <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">payment-in-kind</FONT></FONT> securities;
<FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds; inflation-indexed bonds; structured notes and other hybrid instruments; convertible securities; credit-linked trust certificates; preferred securities; commercial paper; and cash and cash
equivalents. The rate of interest on the debt and other income-producing investments that the Fund may purchase may be fixed, floating, or variable. DoubleLine expects that the Fund will normally invest at least 80% of its net assets (plus any
borrowings for investment purposes) in debt securities and other income-producing investments anywhere in the world, including emerging markets. DoubleLine expects that the Fund will normally not invest more than 50% of its total assets in a single
debt security market sector (excluding U.S. Government securities), as determined by the Adviser. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in mortgage-backed
securities of any kind. Mortgage-backed securities may include, among other things, securities issued or guaranteed by the U.S. Government, its agencies, or its instrumentalities or sponsored corporations, or securities of domestic or foreign
private issuers. Mortgage-backed securities may be issued or guaranteed by banks or other financial institutions, special-purpose vehicles established for such purpose, or private issuers, or by government agencies or instrumentalities.
Privately-issued mortgage-backed securities include any mortgage-backed security other than those issued or guaranteed as to principal or interest by the U.S. Government or its agencies or instrumentalities. Mortgage-backed securities may include,
without limitation, interests in pools of residential mortgages or commercial mortgages, and may relate to domestic or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> mortgages. Mortgage-backed securities include, but are not limited to, securities
representing interests in, collateralized or backed by, or whose values are determined in whole or in part by reference to, any number of mortgages or pools of mortgages or the payment experience of such mortgages or pools of mortgages, including
Real Estate Mortgage Investment Conduits (&#147;REMICs&#148;), which could include resecuritizations of REMICs <FONT STYLE="white-space:nowrap">(&#147;Re-REMICs&#148;),</FONT> mortgage pass-through securities, inverse floaters, collateralized
mortgage obligations (&#147;CMOs&#148;), multiclass pass-through securities, private mortgage pass-through securities, and stripped mortgage securities (generally interest-only and principal-only securities). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in asset-backed securities that are not mortgage-backed securities, including securitizations of various <FONT
STYLE="white-space:nowrap">non-mortgage-related</FONT> receivables, such as credit card and automobile finance receivables, student loans, airplane leases, installment loan contracts, home equity loans, and leases of various types of real and
personal property. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in any level of the capital structure of an issuer of mortgage-backed or asset-backed securities,
and in pools of loans through mortgage- or other asset-backed securities where a trust or other entity issues interests in the loans. The Fund&#146;s investments in loans and the loans underlying the asset-backed securities and similar obligations
in which the Fund may invest may include loans that contain fewer or less restrictive constraints on the borrower than certain other types of loans (&#147;covenant-lite&#148; loans). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will not normally invest more than 10% of its total assets in CLOs, and will normally not invest in equity tranches of CLOs. The Fund
will not normally invest more than 10% of its total assets in asset-backed securities that are not mortgage-backed securities, CLOs or obligations issued or guaranteed by the U.S. Government, its agencies, or its instrumentalities or sponsored
corporations. The Fund will not normally invest in collateralized debt obligations that are not mortgage-backed securities, asset-backed securities or CLOs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain mortgage- and other asset-backed securities in which the Fund may invest may represent an inverse interest-only class of security for
which the holders are entitled to receive no payments of principal and are entitled only to receive interest at a rate that will vary inversely with a specified index or reference rate, or a multiple thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest without limit in securities of issuers domiciled or organized in jurisdictions other than the United States, including
securities of issuers domiciled or organized in emerging market countries. The Fund intends to invest a significant portion of its assets in securities of issuers domiciled or organized in emerging market countries, although the composition of the
Fund&#146;s portfolio may change over time and from time to time such that a significant portion of the Fund&#146;s assets are not invested in securities of emerging markets issuers. The Fund may take positions in various foreign <FONT
STYLE="white-space:nowrap">(non-U.S.)</FONT> currencies, including by actual holdings of those currencies and through forward, futures, swap, and option contracts with respect to foreign currencies, for hedging, or as a substitute for actual
purchases or sales of the currencies in question; the Fund may also invest in investments denominated in currencies other than the U.S. dollar if DoubleLine determines that such investments present favorable investment opportunities. The Fund may
(but is not required </P>
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to) attempt to hedge some of its exposure to foreign currencies in order to reduce the risk of loss due to fluctuations in currency exchange rates relative to the U.S. dollar. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest without limit in securities rated below investment grade (securities rated Ba1 or below by Moody&#146;s Investors Service,
Inc. (&#147;Moody&#146;s&#148;) and BB+ or below by Standard&nbsp;&amp; Poor&#146;s Rating Services (&#147;S&amp;P&#148;) and Fitch, Inc. (&#147;Fitch&#148;)) or unrated securities judged by DoubleLine to be of comparable quality. The Fund will not
normally invest more than 20% of its total assets in corporate debt instruments that are, at the time of purchase, rated lower than B3 by Moody&#146;s and lower than <FONT STYLE="white-space:nowrap">B-</FONT> by S&amp;P and Fitch (or, if unrated,
determined by the Adviser to be of comparable quality). In addition, the Fund will not normally invest more than 20% of its total assets in debt securities and other income-producing investments that are not rated by at least one nationally
recognized statistical rating organization. Debt securities of below investment grade quality are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and to repay principal. Securities rated Ba1 or
below by Moody&#146;s and BB+ or below by S&amp;P or Fitch are considered vulnerable to nonpayment and their issuers to be dependent on favorable business, financial and economic conditions to meet their financial commitments. The Fund may invest in
securities at risk of being in default as to the repayment of principal and/or interest at the time of acquisition by the Fund. However, the Fund will not normally invest in corporate debt securities rated at the time of investment lower than Ca3 by
Moody&#146;s and lower than C by S&amp;P and Fitch (or, if unrated, determined by the Adviser to be of comparable quality). The Fund will not normally invest in defaulted corporate securities. In the case of split ratings, DoubleLine will categorize
the security according to the highest rating assigned. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities of any or no maturity. The portfolio managers
intend, under normal market conditions, to seek to construct an investment portfolio with a weighted average effective duration of not less than two years and not more than ten years. Duration is a measure of the expected life of a debt instrument
that is used to determine the sensitivity of a security&#146;s price to changes in interest rates. For example, the value of a portfolio of debt securities with an average duration of ten years would generally be expected to decline by approximately
10% if interest rates rose by one percentage point. Effective duration is a measure of the Fund&#146;s portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage
<FONT STYLE="white-space:nowrap">pre-payment</FONT> rates. The effective duration of the Fund&#146;s investment portfolio may from time to time vary materially from the range stated above, and there is no assurance that the effective duration of the
Fund&#146;s investment portfolio will not vary outside the range stated above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may hold common stocks and other equity
securities from time to time, including, among others, those it has received through the conversion of a convertible security held by the Fund or in connection with the restructuring of a debt security. The Fund may invest in securities that have
not been registered for public sale, including securities eligible for purchase and sale pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), and other securities issued in private
placements. The Fund also may invest without limit in securities of other open- or <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies, including exchange-traded funds (&#147;ETFs&#148;). The Fund may invest in securities of
companies with small and medium market capitalizations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Portfolio securities may be sold at any time. Sales may occur when the Adviser
determines to take advantage of what it considers to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities, when there is perceived
deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers&#146; sell target. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment objectives may be changed by the Fund&#146;s Board of Trustees (the &#147;Board&#148; or the &#147;Trustees&#148;)
without prior notice to or approval of the Fund&#146;s shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Note regarding investment limitations.</I></B> Where this
Prospectus states that the Fund or the Adviser will not, or does not intend to, make investments in excess of a stated percentage of the Fund&#146;s total assets, &#147;total assets&#148; includes amounts of leverage obtained through the use of
reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and/or issuances of preferred shares. With respect to any reverse repurchase agreement, dollar roll transaction or similar transaction, &#147;total
assets&#148; includes 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 asset so sold as of the relevant measuring date. Except as otherwise noted, all percentages apply only
at the time of investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>DERIVATIVES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may use various derivatives strategies for hedging purposes or to gain, or reduce, long or short exposure to one or more asset
classes, issuers, currencies or reference assets, or to manage the dollar-weighted average effective duration of the Fund&#146;s portfolio. The Fund also may enter into derivatives transactions with the purpose or effect of creating investment
leverage. Although the Fund reserves the right to invest in derivatives of any kind, it currently expects that it may use the following types of derivatives: futures contracts and options on futures contracts, in order to gain efficient long or
short investment exposures as an alternative to cash investments or to hedge against portfolio exposures; interest rate swaps, in order to gain indirect long or short exposures to interest rates, issuers, or currencies or to hedge against portfolio
exposures; and total return swaps and credit derivatives, put and call options, and exchange-traded and structured notes, in order to take indirect long or short positions on indexes, securities, currencies, commodities or other indicators of value
or to hedge against portfolio exposures. The Fund may, for hedging purposes or as a substitute for direct long or </P>
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short investments in debt securities, make use of credit default swaps, which are contracts whereby one party makes periodic payments to a counterparty in exchange for the right to receive from
the counterparty a payment equal to the par (or other agreed-upon) value of a referenced debt obligation in the event of a default by the issuer of the debt obligation. When the Fund acts as a seller of a credit default swap, the Fund or its agents
will earmark on its books or segregate liquid assets equal to the full notional amount of the swap agreement. The Fund may engage in short sales, either to earn additional return or to hedge existing investments. Any use of derivatives strategies
entails the risks of investing directly in the securities or instruments underlying the derivatives strategies, as well as the risks of using derivatives generally, and in some cases the risks of leverage, described in this Prospectus and in the
SAI. The Fund or its agents will earmark or segregate liquid assets on its books against its derivatives exposures to the extent required by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LEVERAGE </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund currently uses, and
may in the future use, financial leverage.&nbsp;The Fund has obtained financial leverage through a Liquidity Agreement (the &#147;Liquidity Agreement&#148;) with State Street Bank&nbsp;&amp; Trust Company (&#147;SSB&#148;) that allows the Fund to
borrow up to $1&nbsp;billion. As of June&nbsp;30, 2020, the amount of total outstanding borrowings was $625,000,000. The Fund pledges its assets as collateral to secure obligations under the Liquidity Agreement. Under the terms of the Liquidity
Agreement, the Fund&#146;s securities may be loaned in securities lending transactions initiated by SSB, acting as the Fund&#146;s authorized securities lending agent. All securities lent through SSB are required to be secured with cash collateral
received from the securities lending counterparty, and cash collateral received by SSB, in its role as securities lending agent for the Fund, may be used by SSB to fund amounts drawn by the Fund under the Liquidity Agreement. The Fund retains the
risks and rewards of the ownership of assets pledged to secure obligations under the Liquidity Agreement and generally expects to make these assets available for securities lending transactions. In the event the Liquidity Agreement is terminated,
the Fund may be required to sell securities in order to pay amounts due thereunder, and there can be no assurance that the Fund will be able to obtain a replacement source of leverage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although it has no current intention to do so, the Fund also may determine to issue preferred shares to add leverage to its portfolio. The
Fund also may enter into other transactions that may give rise to a form of leverage or that have leverage embedded in them including, among others, reverse repurchase agreements, dollar roll transactions, transactions involving inverse floaters and
related securities, credit default swap contracts and other transactions. Other similar transactions include loans of portfolio securities, transactions involving derivative instruments, short sales and when-issued, delayed delivery, and forward
commitment transactions. These transactions may represent a form of investment leverage and will create special risks. The use of these forms of additional leverage will increase the volatility of the Fund&#146;s investment portfolio and could
result in larger losses than if the strategies were not used. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under normal market conditions, the Fund will not (i)&nbsp;enter into
reverse repurchase agreements or dollar roll transactions, (ii)&nbsp;borrow money through loans or draw on lines of credit from banks or other credit facilities, (iii)&nbsp;issue preferred shares, or (iv)&nbsp;enter into derivatives transactions
with the intention on the part of the Adviser to create investment leverage, if as a result the amount of investment leverage the Adviser determines to be attributable to the activities listed in (i)&nbsp;through (iv) above in the aggregate would
exceed 50% of the Fund&#146;s total assets (including, for purposes of the 50% limit, the amounts of leverage obtained through such activities) (the &#147;50% leverage policy&#148;). Derivatives transactions entered into by the Fund to hedge, manage
or reduce risk or to equitize a cash position will not be considered to have been made for the purpose of creating investment leverage and therefore will not be subject to the 50% leverage policy; the Adviser generally will determine whether an
investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of the Fund as a whole. It is possible that following the incurrence of any amount of investment leverage, the
value of the assets of the Fund will decline due to market conditions or other factors and that the 50% leverage limit will as a result be exceeded. In that case, the leverage risk to holders of Common Shares (&#147;Common Shareholders&#148;) will
increase. See &#147;Leverage&#148; and &#147;Principal Risk Factors&#151;Leverage Risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will use leverage
opportunistically and may choose to increase, decrease, or eliminate its use of leverage over time and from time to time based on DoubleLine&#146;s assessment of the yield curve environment, interest rate trends, market conditions, and other
factors. There is no assurance that the Fund will use reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, issue preferred shares and/or use other forms of leverage. If used, there is no assurance that the
Fund&#146;s leveraging strategies will be successful. The net proceeds the Fund obtains from the use of leverage will be invested in accordance with the Fund&#146;s investment objectives and policies as described in this Prospectus. So long as the
rate of return, net of applicable Fund expenses, on the investments purchased by the Fund exceeds the costs of such leverage to the Fund, the use of leverage should help the Fund to achieve an investment return greater than it would if it were not
leveraged, although use of leverage may result in losses greater than if the Fund had not used leverage. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Leveraging is a speculative
technique and there are special risks and costs involved. By using leverage, the Fund will seek to obtain a higher return for Common Shareholders than if the Fund did not use leverage. The Fund cannot assure you that any use of reverse repurchase
agreements, dollar roll transactions or similar transactions, borrowings, or other forms of leverage (such as a potential future issuance of preferred shares or the use of derivatives strategies) will result in a higher investment return on your
Common Shares, and it may result in losses. When leverage is used, the net asset value (&#147;NAV&#148;) and market price of the Common Shares and the yield to Common Shareholders will be more volatile. See &#147;Principal Risk Factors &#151;
Leverage Risk.&#148; In addition, fees and expenses of </P>
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repurchase agreements and borrowings, any future issuance of preferred shares, and other forms of leverage borne by the Fund are borne entirely by the Common Shareholders (and not by preferred
shareholders, if any) and will reduce the investment return of the Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Investment Company Act of 1940 (the &#147;1940
Act&#148;) generally prohibits the Fund from engaging in most forms of leverage representing indebtedness unless immediately after the issuance of the leverage the Fund has satisfied the asset coverage test with respect to senior securities
representing indebtedness prescribed by the 1940 Act; that is, the value of the Fund&#146;s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes, &#147;total net assets&#148;) is at least 300%
of the senior securities representing indebtedness (effectively limiting the use of leverage through senior securities representing indebtedness to 33 1/3% of the Fund&#146;s total net assets, including assets attributable to such leverage). In
addition, the Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless, at the time of such declaration, this asset coverage test is satisfied with respect to indebtedness other than certain privately
arranged debt that is not intended to be publicly distributed. The Fund may (but is not required to) cover its commitments under derivatives instruments by the segregation of liquid assets, or by entering into offsetting transactions or owning
positions covering its obligations. To the extent that certain of these instruments are so covered, they will not be considered &#147;senior securities&#148; under the 1940 Act and therefore will not be subject to the 300% asset coverage requirement
of the 1940 Act otherwise applicable to forms of senior securities representing indebtedness used by the Fund. However, such instruments, even if covered, represent a form of economic leverage and create special risks. The use of these forms of
leverage increases the volatility of the Fund&#146;s investment portfolio and could result in larger losses to Common Shareholders than if these strategies were not used. See &#147;Principal Risk Factors&#151;Leverage risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The U.S. Securities and Exchange Commission (the &#147;SEC&#148;) has proposed a new rule that would replace present SEC and SEC staff
regulatory guidance related to limits on a registered investment company&#146;s use of derivative instruments and certain other transactions, such as short sales and reverse repurchase agreements. There is no assurance that the rule will be adopted.
The proposed rule would, among other things, limit the ability of the Fund to enter into derivative transactions and certain other transactions if the effect would be to increase the Fund&#146;s value at risk (&#147;VaR&#148;) beyond a multiple of
the VaR of a designated, unleveraged reference index or, alternatively, a percentage of the Fund&#146;s net assets. These limitations may substantially curtail the Fund&#146;s ability to use derivative instruments and inhibit the Adviser&#146;s
ability to establish what it views as the optimal level of leverage for the Fund, especially when the Fund has issued preferred shares or has borrowings, reverse repurchase agreements or similar transactions outstanding. If the proposed rule is
adopted, the Fund might not be able to use derivative instruments, reverse repurchase agreements and other transactions involving leverage to the same extent as if the current regulatory structure had remained in place, and the ability of the
Adviser to pursue the Fund&#146;s investment objectives as currently anticipated, and the Fund&#146;s long-term investment performance, might be adversely affected. The risks described in this Prospectus relating to the Fund&#146;s use of
derivatives and other financial instruments, including Leverage Risk, would continue to apply generally if the rule were adopted as proposed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Additional or other new regulations or guidance issued by the SEC or the Commodity Futures Trading Commission (the &#147;CFTC&#148;) or their
staffs could, among other things, restrict the Fund&#146;s ability to engage in leveraging and derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the Fund) and/or increase the costs of
such leveraging and derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may be unable to execute its investment strategy as a result. The Fund&#146;s ability to utilize derivatives and leverage may also
be limited by asset coverage requirements applicable to the use of certain transactions that may involve leverage, restrictions imposed by the Fund&#146;s creditors, and guidelines or restrictions imposed by rating agencies that provide ratings for
preferred shares or in connection with liquidity arrangements for preferred shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because the fees received by the Adviser are based on
the total managed assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions, or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other
than liabilities in respect of reverse repurchase agreements, dollar roll transactions, or similar transactions, and borrowings), there is a financial incentive for the Adviser to cause the Fund to use leverage, which creates a conflict of interest
between the Adviser, on the one hand, and the Common Shareholders, on the other hand. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Please see &#147;Leverage&#148; and &#147;Principal
Risk Factors&#151;Leverage Risk&#148; in the body of this Prospectus for additional information regarding the Fund&#146;s use of leverage and related risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>INVESTMENT ADVISER </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine, with
offices at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071, serves as the investment adviser of the Fund. Subject to the oversight of the Board, the Adviser is responsible for managing, either directly or through others selected by
it, the investment activities of the Fund and the Fund&#146;s business affairs. The Adviser will receive an annual management fee, computed and paid monthly, in an amount equal to 1.00% of the Fund&#146;s average daily total managed assets.
&#147;Total managed assets&#148; means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and preferred shares that may be outstanding)
minus accrued liabilities (other than liabilities in respect of reverse repurchase </P>
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agreements, dollar roll transactions or similar transactions, and borrowings). For purposes of calculating &#147;total managed assets,&#148; the liquidation preference of any preferred shares
outstanding shall not be considered a liability. With respect to any reverse repurchase agreement, dollar roll transaction or similar transaction, &#147;total managed assets&#148; includes 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 asset subject to the reverse repurchase agreement or dollar roll transaction, as of the relevant measuring date. Cash and cash equivalents are included when calculating the
Fund&#146;s total managed assets. For purposes of calculating total managed assets, the Fund&#146;s derivative investments generally will be valued based on their market value (<I>i.e.</I>, the notional value of such investments will not be used for
purposes of calculating total managed assets). The average daily total managed assets of the Fund for any month is determined by taking an average of all of the determinations of total managed assets during such month at the close of business on
each business day during such month. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser was founded in December 2009. Jeffrey E. Gundlach serves as the Chief Executive Officer
and Chief Investment Officer of the Adviser. As of June&nbsp;30, 2020, the Adviser had approximately $137.4&nbsp;billion of assets under management. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>ADMINISTRATOR </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">U.S. Bancorp Fund
Services, LLC, with offices at 777 E. Wisconsin Avenue Milwaukee, WI 53202 and doing business as U.S. Bank Global Fund Services, (&#147;USBGFS&#148; or the &#147;Administrator&#148;) is the Fund&#146;s administrator, fund accountant and transfer
agent pursuant to a Master Services Agreement (the &#147;Master Services Agreement&#148;) among the Fund, TS Capital, LLC (&#147;TSC&#148;) and USBGFS. As administrator, USBGFS provides certain services, including, among other things, certain
compliance monitoring services; furnishing the Fund with various services required by the Fund&#146;s operations; compiling data for and preparing filings or notices to the SEC; calculating the Fund&#146;s daily NAV, providing pricing information
and certain other financial data; preparing reports that are required by the securities, investment, tax or other laws and regulations of the United States; coordinating federal and state tax returns; monitoring the Fund&#146;s expense accruals; and
generally assisting in the overall operations of the Fund. Pursuant to the Master Services Agreement, the Fund has retained TSC to provide, upon request, certain other services to the Fund, including, among other things, preparing certain
shareholder communications and press releases; communicating with the <FONT STYLE="white-space:nowrap">closed-end</FONT> fund analyst community; generally assisting with the Fund&#146;s communications with the investment community; and providing
reports to the Board regarding certain strategic issues relating to <FONT STYLE="white-space:nowrap">closed-end</FONT> funds. For these services the Fund pays USBGFS an aggregate fee, payable monthly, at the annual rate of 0.05% of the Fund&#146;s
average total managed assets. For these purposes, the Fund&#146;s average total managed assets will be calculated in the same manner as they are for purposes of calculating the fee payable under the investment management agreement (the
&#147;Investment Management Agreement&#148;).&nbsp;See &#147;Management of the Fund&#151;Investment Management Agreement.&#148; USBGFS will also be reimbursed by the Fund for
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses that are reasonably incurred by USBGFS and TSC in performing their duties under the Master Services Agreement. USBGFS (and not the Fund) will be
responsible for compensating and reimbursing TSC from the fees and reimbursements paid to USBGFS by the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>DISTRIBUTIONS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund intends to declare and pay distributions from its net investment income monthly. The Fund also expects to make a distribution during
or with respect to each calendar year (which may be combined with a regular monthly distribution), which will generally include any net investment income and net realized capital gain for the year not otherwise distributed previously. The tax
treatment and characterization of the Fund&#146;s distributions may vary significantly from time to time because of the varied nature of the Fund&#146;s investments. The tax characterization of the Fund&#146;s distributions made in a taxable year
cannot finally be determined until at or after the end of the year. If the total distributions made in any taxable year exceed the sum of the Fund&#146;s (i)&nbsp;investment company taxable income (as that term is defined in the Internal Revenue
Code of 1986, as amended (the &#147;Code&#148;)) and net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income, determined in each case without regard to the deduction for dividends paid, and (ii)&nbsp;net capital gains (defined as net long-term
gains in excess of net short-term losses, in each case taking into account any loss carryforwards), such excess distributed amount would be treated for U.S. federal income tax purposes first as a <FONT STYLE="white-space:nowrap">tax-free</FONT>
return of capital to Common Shareholders to the extent of their adjusted tax basis in the Common Shares. After such adjusted tax basis is reduced to zero, the distribution would constitute capital gain (assuming the shares are held as capital
assets). In general terms, a return of capital would involve a situation where a Fund distribution (or a portion thereof) represents a return of a portion of the Common Shareholder&#146;s investment, rather than net income or capital gains generated
from his or her investment during a particular period. Although return of capital distributions may not be taxable, such distributions would reduce the basis of a shareholder&#146;s Common Shares and therefore may increase a shareholder&#146;s tax
liability for capital gains upon a sale of Common Shares. See &#147;Tax Matters.&#148; Returns of capital cause less of the Common Shareholders&#146; assets to be invested in the Fund and thereby potentially increase the Fund&#146;s expense ratio
over time. The distribution policy may cause the Fund to sell a security at a time it would not otherwise do so in order to manage the distribution of income and gain. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Section&nbsp;19(b) of the 1940 Act limits the number of times the Fund may distribute long-term capital gains in any tax year, which may
increase the variability of the Fund&#146;s distributions and result in certain distributions being comprised more or less heavily than others of long-term capital gains currently eligible for favorable income tax rates. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund is not permitted to declare any cash dividend or other distribution on its Common
Shares unless, at the time of such declaration, the Fund satisfies the asset coverage test with respect to senior securities representing indebtedness or senior securities that are stocks, if any, as prescribed by the 1940 Act. See
&#147;Leverage&#148; for more information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unless the registered owner of Common Shares elects to receive cash by contacting USBGFS, all
distributions will be reinvested in Common Shares of the Fund in accordance with the Fund&#146;s automatic dividend reinvestment plan. The Fund may pay distributions from sources that may not be available in the future and that are unrelated to the
Fund&#146;s performance, such as from offering proceeds and/or borrowings. See &#147;Distributions&#148; and &#147;Dividend Reinvestment Plan.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although it does not currently intend to do so, the Board may change the Fund&#146;s distribution policy and the amount or timing of
distributions, based on a number of factors, including the amount of the Fund&#146;s undistributed net investment income and net short- and long-term capital gains and historical and projected net investment income and net short- and long-term
capital gains. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LISTING </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund&#146;s Common Shares are listed on the New York Stock Exchange (&#147;NYSE&#148;) under the trading or &#147;ticker&#148; symbol &#147;DSL.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>CUSTODIAN AND TRANSFER AGENT </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">State
Street Bank and Trust Company, 1 Iron Street, Boston, Massachusetts 02210, serves as custodian for the Fund and is responsible for maintaining custody of the Fund&#146;s cash and investments. USBGFS serves as the Fund&#146;s registrar, transfer
agent and dividend disbursement agent. See &#147;Custodian and Transfer Agent.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>MARKET PRICE OF SHARES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Shares <FONT STYLE="white-space:nowrap">of&nbsp;closed-end&nbsp;investment</FONT> companies frequently trade at prices lower than net asset
value. Shares <FONT STYLE="white-space:nowrap">of&nbsp;closed-end&nbsp;investment</FONT> companies have during some periods traded at prices higher than net asset value and during other periods traded at prices lower than net asset value. The Fund
cannot assure you that Common Shares will trade at a price equal to or higher than net asset value in the future. Net asset value will be reduced immediately following an offering by any sales or commissions and the amount of offering expenses paid
or reimbursed by the Fund. See &#147;Use of Proceeds.&#148; In addition to net asset value, market price may be affected by factors relating to the Fund such as dividend levels and stability (which will in turn be affected by Fund expenses,
including the costs of any leverage used by the Fund, levels of interest payments by the Fund&#146;s portfolio holdings, levels of appreciation/depreciation of the Fund&#146;s portfolio holdings, regulation affecting the timing and character of Fund
distributions and other factors), portfolio credit quality, liquidity, call protection, market supply and demand and similar factors relating to the Fund&#146;s portfolio holdings. See &#147;Leverage,&#148; &#147;Principal Risk Factors,&#148;
&#147;Description of Shares&#148; and &#147;Repurchase of Common Shares; Conversion <FONT STYLE="white-space:nowrap">to&nbsp;Open-End&nbsp;Fund&#148;</FONT> in this Prospectus, and see &#147;Repurchase of Common Shares; Conversion <FONT
STYLE="white-space:nowrap">to&nbsp;Open-End&nbsp;Fund&#148;</FONT> in the SAI. The Common Shares are designed for long-term investors and should not be treated as trading vehicles. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>PRINCIPAL RISK FACTORS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Market discount risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As with any stock, the price of the Fund&#146;s Common Shares will fluctuate with market conditions and other factors. If you sell your Common
Shares, the price received may be more or less than your original investment. The Common Shares are designed for long-term investors and should not be treated as trading vehicles. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT>
management investment companies frequently trade at a discount from their NAV. The Common Shares may trade at a price that is less than the initial offering price. This risk may be greater for investors who sell their Common Shares relatively
shortly after completion of the initial offering. The Fund cannot assure you that Common Shares will trade at a price equal to or higher than NAV in the future, and they may trade at a price lower than NAV. In addition to the Fund&#146;s NAV, the
Fund&#146;s market price may be affected by factors related to the Fund such as dividend payments (which will in turn be affected by Fund expenses, including the costs of the Fund&#146;s leverage, amounts of interest payments made by the Fund&#146;s
portfolio holdings, appreciation/depreciation of the Fund&#146;s portfolio holdings, regulations affecting the timing and character of Fund distributions, and other factors), portfolio credit quality, liquidity, call protection, market supply and
demand and similar factors relating to the Fund&#146;s portfolio holdings. The Fund&#146;s market price may also be affected by general market or economic conditions, including market trends affecting securities values generally or values of <FONT
STYLE="white-space:nowrap">closed-end</FONT> fund shares more specifically. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Issuer risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Issuer risk is the risk that the market price of securities may go up or down, sometimes rapidly or unpredictably, including due to factors
affecting securities markets generally, particular industries represented in those markets, or the issuer itself. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment and market risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An investment in Common Shares is subject to investment risk, including the possible loss of the entire principal amount invested. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An investment in Common Shares represents an indirect investment in the securities and other instruments owned by the Fund. The market price of
securities and other instruments may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting markets generally, particular industries represented in those markets, or the issuer itself. See
&#147;Principal Risk Factors&#150;&#150;Issuer risk.&#148; The values of securities may decline due to general market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes
in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Equity securities generally have greater price volatility than bonds and other debt securities. Common Shares are subject
to the risk that markets will perform poorly or that the returns from the securities in which the Fund invests will underperform returns from the general securities markets or other types of investments. Markets may, in response to governmental
actions or intervention, political, economic or market developments, or other external factors, experience periods of high volatility and reduced liquidity. Certain securities may be difficult to value during such periods. The value of securities
and other instruments traded in <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> markets, like other market investments, may move up or down, sometimes rapidly and unpredictably. Further, the value of
securities and other instruments held by the Fund may decline in value due to factors affecting securities markets generally or particular industries. These risks may be heightened for fixed income securities due to the current historically low
interest rate environment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Credit risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit risk is the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. If an investment&#146;s
issuer or counterparty fails to pay interest or otherwise fails to meet its obligations to the Fund, the Fund&#146;s income might be reduced and the value of the investment might fall or be lost entirely. Financial strength and solvency of an issuer
are the primary factors influencing credit risk. Changes in the financial condition of an issuer or counterparty, changes in specific economic, social or political conditions that affect a particular type of security, other instrument or an issuer,
and changes in economic, social or political conditions generally can increase the risk of default by an issuer or counterparty, which can affect a security&#146;s or other instrument&#146;s credit quality or value and an issuer&#146;s or
counterparty&#146;s ability to pay interest and principal when due. The values of lower-quality debt securities (including debt securities commonly referred to as &#147;high yield&#148; securities and &#147;junk&#148; bonds) and floating rate loans,
tend to be particularly sensitive to these changes. The values of securities also may decline for a number of other reasons that relate directly to the issuer, such as management performance, financial leverage and reduced demand for the
issuer&#146;s goods and services, as well as the historical and prospective earnings of the issuer and the value of its assets. Credit risk is heightened to the extent the Fund has fewer counterparties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, lack of or inadequacy of collateral or credit enhancements for a fixed income security may affect its credit risk. Credit risk of
a security may change over time, and securities which are rated by rating agencies may be subject to downgrade, which may have an indirect impact on the market price of securities. Ratings are only opinions of the agencies issuing them as to the
likelihood of <FONT STYLE="white-space:nowrap">re-payment.</FONT> They are not guarantees as to quality and they do not reflect market risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Interest
rate risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Interest rate risk is the risk that debt instruments will change in value because of changes in interest rates. The value
of an instrument with a longer duration (whether positive or negative) will be more sensitive to changes in interest rates than a similar instrument with a shorter duration. Bonds and other debt instruments typically have a positive duration. The
value of a debt instrument with positive duration will generally decline if interest rates increase. Certain other investments, such as inverse floaters and certain derivative instruments, may have a negative duration. The value of instruments with
a negative duration will generally decline if interest rates decrease. Inverse floaters, interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the
income flows and repayment assumptions about those investments. In recent years, the U.S. has experienced historically low interest rates, increasing the exposure of bond investors to the risks associated with rising interest rates. The prices of
long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest rates change. Because the Fund&#146;s weighted average effective duration generally will fluctuate as interest rates change, the Common Share
NAV and market price per share may tend to fluctuate more in response to changes in market interest rates than if the Fund invested mainly in short-term debt securities. During periods of rising interest rates, the average life of certain types of
securities may extend due to lower than expected rates of <FONT STYLE="white-space:nowrap">pre-payments,</FONT> which could cause the securities&#146; durations to extend and expose the securities to more price volatility. This may lock in a below
market yield, increase the security&#146;s duration and reduce the securities&#146; value. In addition to directly affecting debt securities, rising interest rates also may have an adverse effect on the value of any equity securities held by the
Fund. The Fund&#146;s use of leverage, as described below, will tend to increase Common Share interest rate risk. DoubleLine may use certain strategies, including investments in structured notes or interest rate futures contracts or swap, cap, floor
or collar transactions, for the purpose of reducing the interest rate sensitivity of the Fund&#146;s portfolio, although there is no assurance that it will do so or that such strategies will be successful. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Yield curve risk is the risk associated with either a flattening or steepening of the yield
curve. The yield curve is a representation of market interest rates of obligations with durations of different lengths. When the yield curve is &#147;steep,&#148; longer-term obligations bear higher rates of interest than similar shorter-term
obligations; when the curve &#147;flattens,&#148; the difference between those interest rates is reduced. If the yield curve is &#147;inverted,&#148; longer term obligations bear lower interest rates than shorter term obligations. If the Fund&#146;s
portfolio is structured to perform favorably in a particular interest rate environment, a change in the yield curve could result in losses to the Fund. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Variable and floating rate debt securities are generally less sensitive to interest rate changes, but may decline in value if their interest
rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. Inverse floating rate debt securities may decrease in value if interest
rates increase. Inverse floating rate debt securities also may exhibit greater price volatility than a fixed rate debt obligation with similar credit quality. When the Fund holds variable or floating rate securities, a decrease (or, in the case of
inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the NAV of the Common Shares. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Debt securities risk </B></P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to
certain of the other risks described herein such as interest rate risk and credit risk, debt securities generally also are subject to the following risks: </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Redemption Risk &#151; Debt securities sometimes contain provisions that allow for redemption in the event of
tax or security law changes in addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. </P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Liquidity Risk &#151; Certain debt securities may be substantially less liquid than many other securities,
such as U.S. Government securities or common shares or other equity securities. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Spread Risk &#151; Wider credit spreads and decreasing market values typically represent a deterioration of
the debt security&#146;s credit soundness and a perceived greater likelihood or risk of default by the issuer. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Limited Voting Rights &#151; Debt securities typically do not provide any voting rights, except in some cases
when interest payments have not been made and the issuer is in default. Even in such cases, such rights may be limited to the terms of the debenture or other agreements. </P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Extension Risk &#151; This is the risk that if interest rates rise, repayments of principal on certain debt
securities, including, but not limited to, floating rate loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities could lengthen as a result. Securities that are subject to
extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Prepayment/Reinvestment Risk &#151; Many types of debt securities, including floating rate loans,
mortgage-backed securities and asset-backed securities, may reflect an interest in periodic payments made by borrowers. Although debt securities and other obligations typically mature after a specified period of time, borrowers may pay them off
sooner. When a prepayment happens, all or a portion of the obligation will be prepaid. A borrower is more likely to prepay an obligation which bears a relatively high rate of interest. This means that in times of declining interest rates, there is a
greater likelihood that the Fund&#146;s higher yielding securities will be <FONT STYLE="white-space:nowrap">pre-paid</FONT> and the Fund will probably be unable to reinvest those proceeds in an investment with as great a yield, causing the
Fund&#146;s yield to decline. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If the Fund buys those investments at a premium, accelerated prepayments on those investments could
cause the Fund to lose a portion of its principal investment and result in lower yields to shareholders. The increased likelihood of prepayment when interest rates decline also limits market price appreciation, especially with respect to certain
loans, mortgage-backed securities and asset-backed securities. The effect of prepayments on the price of a security may be difficult to predict and may increase the security&#146;s price volatility. Interest-only and principal-only securities are
especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. Income from the Fund&#146;s portfolio may decline when the Fund invests the
proceeds from investment income, sales of portfolio securities or matured, traded or called debt obligations. A decline in income received by the Fund from its investments is likely to have a negative effect on the dividend levels and market price,
NAV and/or overall return of the Common Shares. </P></TD></TR></TABLE> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in debt securities may include, but are not
limited to, senior, junior, secured and unsecured bonds, notes and other debt securities, and may be fixed rate, floating rate, zero coupon and inflation linked, among other things. The Fund may invest in convertible bonds, which are fixed income
securities that are exercisable into other debt or equity securities, and &#147;synthetic&#148; convertible </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
securities, which are created through a combination of separate securities that possess the two principal characteristics of a traditional convertible security, <I>i.e.</I>, an income-producing
security (&#147;income-producing component&#148;) and the right to acquire an equity security (&#147;convertible component&#148;). The market value of a debt security may be affected by the credit rating of the issuer, the issuer&#146;s performance,
perceptions of the issuer in the market place, management performance, financial leverage and reduced demand for the issuer&#146;s goods and services. There is a risk that the issuers of the debt securities in which the Fund may invest may not be
able to meet their obligations on interest or principal payments at the time called for by an instrument. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser manages a wide
variety of accounts and investment strategies. Investments made on behalf of one client or strategy can raise conflict of interest issues with other of the Adviser&#146;s clients or strategies. For example, the Adviser may cause a client to purchase
an issuer&#146;s debt security and cause another client to purchase a different debt security of the same issuer, such as a different bond of the issuer or different tranche of a mortgage-backed security that is subordinated to the investment held
by other clients. Please refer to the section of the SAI entitled &#147;Portfolio Managers &#151; Conflicts of Interest&#148; for more information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign investing risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in
foreign securities or in issuers with significant exposure to foreign markets may involve greater risks than investments in domestic securities. To the extent that investments are made in a limited number of countries, events in those countries will
have a more significant impact on the Fund. As compared to U.S. companies, foreign issuers generally disclose less financial and other information publicly and are subject to less stringent and less uniform accounting, auditing, and financial
reporting standards. In addition, there may be limited information generally regarding factors affecting a particular foreign market, issuer, or security. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign countries typically impose less thorough regulations on brokers, dealers, stock exchanges, corporate insiders and listed companies
than does the United States and foreign securities markets may be less liquid and more volatile than domestic markets. Investment in foreign securities involves higher costs than investment in U.S. securities, including higher transaction and
custody costs as well as the imposition of additional taxes by foreign governments. In addition, security trading and custody practices abroad may offer less protection to investors such as the Fund. Political, social or financial instability, civil
unrest and acts of terrorism are other potential risks that could adversely affect an investment in a foreign security or in foreign markets or issuers generally. Settlement of transactions in some foreign markets may be delayed or may be less
frequent than in the United States which could affect the liquidity of the Fund&#146;s portfolio. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because foreign securities generally
are denominated and pay dividends or interest in foreign currencies, and the Fund may hold various foreign currencies from time to time, the value of the Fund&#146;s assets, as measured in U.S. dollars, can be affected unfavorably by changes in
exchange rates with respect to the U.S. dollar or with respect to other foreign currencies or by unfavorable currency regulations imposed by foreign governments. If the Fund invests in securities issued by foreign issuers, the Fund may be subject to
these risks even if the investment is denominated in United States dollars. This risk may be heightened with respect to issuers whose revenues are principally earned in a foreign currency but whose debt obligations have been issued in United States
dollars or other hard currencies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign issuers may become subject to sanctions imposed by the U.S. or another country or other
governmental or <FONT STYLE="white-space:nowrap">non-governmental</FONT> organizations, which could result in the immediate freeze of the foreign issuers&#146; assets or securities. The imposition of such sanctions could impair the market value of
the securities of such foreign issuers and limit the Fund&#146;s ability to buy, sell, receive or deliver the securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Continuing
uncertainty as to the status of the European Economic and Monetary Union (&#147;EMU&#148;) and the potential for certain countries (such as those in the United Kingdom) to withdraw from the institution has created significant volatility in currency
and financial markets generally. Any partial or complete dissolution of the EU could have significant adverse effects on currency and financial markets, and on the values of the Fund&#146;s portfolio investments. In June 2016, the United Kingdom
approved a referendum to leave the EU and, in March 2017, the United Kingdom commenced the formal process of withdrawing from the EU. The withdrawal agreement between the United Kingdom and the EU, endorsed by the European Council in November 2018,
sets out the basis on which the United Kingdom will withdraw from the EU and includes certain transitional provisions that have the effect of preserving the application of EU law in the United Kingdom until December&nbsp;31, 2020 (or such other
later date as may be agreed). The withdrawal agreement, and the associated transitional provisions, will become effective only once approved by the United Kingdom&#146;s Parliament, which approval has not yet happened and may not happen, meaning
that the United Kingdom may leave the EU without any transitional period (a <FONT STYLE="white-space:nowrap">so-called</FONT> &#147;hard Brexit&#148;). In April 2019, the United Kingdom came to an agreement with the EU to delay the deadline for
withdrawal. Unless the United Kingdom&#146;s Parliament approves the withdrawal agreement, there may be a hard Brexit in the near term absent any further agreements to delay the withdrawal. It is unclear when and if such a withdrawal will take
place; however, recent parliamentary elections in the United Kingdom have increased the likelihood of a withdrawal in the near term. Significant uncertainty remains in the market regarding the ramifications of these developments, and the range and
potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. As and to the extent the United Kingdom moves forward with its withdrawal from the EU and makes various decisions regarding its post <FONT
STYLE="white-space:nowrap">EU-status,</FONT> markets may be further disrupted at various times given the uncertainty surrounding the country&#146;s trade, financial, and other arrangements. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If one or more EMU countries were to stop using the euro as its primary currency, the
Fund&#146;s investments in such countries may be redenominated into a different or newly adopted currency, possibly resulting in the value of those investments declining significantly and unpredictably. In addition, securities or other investments
that are redenominated may be subject to liquidity risk and the risk that the Fund may not be able to value investments accurately to a greater extent than similar investments currently denominated in euros. To the extent a currency used for
redenomination purposes is not specified in respect of certain <FONT STYLE="white-space:nowrap">EMU-related</FONT> 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Emerging markets risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investing in
emerging market countries, as compared to foreign developed markets, involves substantial additional risk due to more limited information about the issuer and/or the security; higher brokerage costs; different accounting, auditing and financial
reporting standards; less developed legal systems and thinner trading markets; the possibility of currency blockages or transfer restrictions; an emerging market country&#146;s dependence on revenue from particular commodities or international aid;
and the risk of expropriation, nationalization or other adverse political or economic developments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Political and economic structures in
many emerging market countries may undergo significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristics of more developed countries. Some emerging market countries have a
greater degree of economic, political and social instability than the U.S. and other developed countries. Such social, political and economic instability could disrupt the financial markets in which the Fund invests and adversely affect the value of
its investment portfolio. Some of these countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. In addition, unanticipated political or social
developments may affect the value of investments in emerging markets and the availability of additional investments in these markets. The small size, limited trading volume and relative inexperience of the securities markets in these countries may
make investments in securities traded in emerging markets illiquid and more volatile than investments in securities traded in more developed countries, and the Fund may be required to establish special custodial or other arrangements before making
investments in securities traded in emerging markets. There may be little financial or accounting information available with respect to issuers of emerging market securities, and it may be difficult as a result to assess the value or prospects of an
investment in such securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The securities markets of emerging market countries may be substantially smaller, less developed, less
liquid and more volatile than the major securities markets in the United States and other developed nations. The limited size of many securities markets in emerging market countries and limited trading volume in issuers compared to the volume in
U.S. securities or securities of issuers in other developed countries could cause prices to be erratic for reasons other than factors that affect the quality of the securities and investments in emerging markets can become illiquid. In addition,
emerging market countries&#146; exchanges and broker-dealers may generally be subject to less regulation than their counterparts in developed countries. Brokerage commissions and dealer <FONT STYLE="white-space:nowrap">mark-ups,</FONT> custodial
expenses and other transaction costs are generally higher in emerging market countries than in developed countries. As a result, funds that invest in emerging market countries have operating expenses that are higher than funds investing in other
securities markets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to
inspect audit work papers in certain foreign countries. Investors in foreign countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S.
Department of Justice and other authorities to bring and enforce actions against foreign issuers or foreign persons is limited. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Emerging
market countries may have different clearance and settlement procedures than in the U.S., including significantly longer settlement cycles for purchases and sales of securities, and in certain markets there may be times when settlements fail to keep
pace with the volume of securities transactions, making it difficult to conduct such transactions. Further, satisfactory custodial services for investment securities may not be available in some emerging market countries, which may result in the
Fund incurring additional costs and delays in transporting and custodying such securities outside such countries. Delays in settlement or other problems could result in periods when the Fund&#146;s assets are uninvested and no return is earned
thereon. The Fund&#146;s inability to make intended security purchases due to settlement problems or the risk of intermediary counterparty failures could cause the Fund to miss attractive investment opportunities. The inability to dispose of a
portfolio security due to settlement problems could result either in losses to the Fund due to subsequent declines in the value of such portfolio security or, if the Fund has entered into a contract to sell the security, could result in possible
liability to the purchaser. The currencies of certain emerging market countries have experienced devaluations relative to the U.S. dollar, and future devaluations may adversely affect the value of assets denominated in such currencies. Many emerging
market countries have experienced substantial, and in some periods extremely high, rates of inflation or deflation for many years, and future inflation may adversely affect the economies and securities markets of such countries. When debt and
similar obligations issued by foreign issuers are denominated in a currency (<I>e.g.</I>, the U.S. dollar or the Euro) other than the local currency of the issuer, the subsequent strengthening of the <FONT STYLE="white-space:nowrap">non-local</FONT>
currency against the local currency will generally increase the burden of repayment on the issuer and may increase significantly the risk of default by the issuer. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Emerging market countries have and may in the future impose capital controls, foreign
currency controls and repatriation controls. In addition, some currency hedging techniques may be unavailable in emerging market countries, and the currencies of emerging market countries may experience greater volatility in exchange rates as
compared to those of developed countries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Mortgage-backed securities risks </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities include, among other things, participation interests in pools of residential mortgage loans purchased from
individual lenders by a federal agency or originated and issued by private lenders and involve, among others, the following risks: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Credit and Market Risks of Mortgage-Backed Securities.</I></B> Investments by the Fund in fixed rate and floating rate mortgage-backed
securities will entail credit risks (<I>i.e.</I>, the risk of <FONT STYLE="white-space:nowrap">non-payment</FONT> of interest and principal) and market risks (<I>i.e.</I>, the risk that interest rates and other factors could cause the value of the
instrument to decline). Some issuers or servicers of mortgage-backed securities guarantee timely payment of interest and principal on the securities, whether or not payments are made when due on the underlying mortgages. This kind of guarantee
generally increases the quality of a security, but does not mean that the security&#146;s market value and yield will not change. The values of mortgage-backed securities may change because of changes in the market&#146;s perception of the credit
quality of the assets held by the issuer of the mortgage-backed securities or an entity, if any, providing credit support in respect of the mortgage-backed securities. In addition, an unexpectedly high rate of defaults on the mortgages held by a
mortgage pool may limit substantially the pool&#146;s ability to make payments of principal or interest to the Fund as a holder of such securities, reducing the values of those securities or in some cases rendering them worthless. The Fund also may
purchase securities that are not guaranteed or subject to any credit support. An investment in a privately issued mortgage-backed security is generally less liquid and subject to greater credit risks than an investment in a mortgage-backed security
that is issued or otherwise guaranteed by a federal government agency or sponsored corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities may be
structured similarly to collateralized debt obligations (&#147;CDOs&#148;) and may be subject to similar risks. For example, the cash flows from the collateral held by the mortgage-backed security may be split into two or more portions, called
tranches, varying in risk and yield. Senior tranches are paid from the cash flows from the underlying assets before the junior tranches and equity or &#147;first loss&#148; tranches. Losses are first borne by the equity tranches, next by the junior
tranches, and finally by the senior tranches. Interest holders in senior tranches are entitled to the lowest interest rates but are generally subject to less credit risk than more junior tranches because, should there be any default, senior tranches
are typically paid first. The most junior tranches, such as equity tranches, typically are due to be paid the highest interest rates but suffer the highest risk of loss should the holder of an underlying mortgage loan default. If some loans default
and the cash collected by the issuer of the mortgage-backed security is insufficient to pay all of its investors, those in the lowest, most junior tranches suffer losses first. See &#147;Principal Risk Factors &#151; Collateralized Debt Obligations
Risk&#148; in this Prospectus and &#147;Mortgage-Backed and Asset-Backed Securities &#151; Collateralized Debt Obligations&#148; in the SAI for more information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Like bond investments, the value of fixed rate mortgage-backed securities will tend to rise when interest rates fall, and fall when rates
rise. Floating rate mortgage-backed securities generally tend to have more moderate changes in price when interest rates rise or fall, but their current yield will generally be affected. In addition, the mortgage-backed securities market in general
may be adversely affected by changes in governmental legislation or regulation. Factors that could affect the value of a mortgage-backed security include, among other things, the types and amounts of insurance which an individual mortgage or that
specific mortgage-backed security carries, the default and delinquency rate of the mortgage pool, the amount of time the mortgage loan has been outstanding, the
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">loan-to-value</FONT></FONT> ratio of each mortgage and the amount of overcollateralization or undercollateralization of a mortgage pool. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The residential mortgage market in the United States has experienced difficulties at times, and the same or similar events may adversely
affect the performance and market value of certain of the Fund&#146;s mortgage-related investments. Delinquencies and losses on residential mortgage loans (especially subprime and second-lien mortgage loans) generally increased in the recession
prompted by the 2008 financial crisis and potentially could begin to increase again. A decline in or flattening of housing values (as was experienced recently and may continue to be experienced in many housing markets) may exacerbate such
delinquencies and losses. Borrowers with adjustable rate mortgage loans may be more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest
rates. Reduced investor demand for mortgage-related securities could result in limited new issuances of mortgage-related securities and limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market
value of mortgage-related securities and limit the availability of attractive investment opportunities for the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of
mortgage-backed securities may be substantially dependent on the servicing of the underlying mortgage pools, and therefore are subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their
servicers. In certain circumstances, the mishandling of related documentation also may affect the rights of security holders in and to the underlying collateral. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some government sponsored mortgage-related securities are backed by the full faith and
credit of the United States. The Government National Mortgage Association (&#147;Ginnie Mae&#148;), the principal guarantor of such securities, is a wholly owned United States government corporation within the Department of Housing and Urban
Development. Other government-sponsored mortgage-related securities are not backed by the full faith and credit of the United States government. Issuers of such securities include Fannie Mae (formally known as the Federal National Mortgage
Association) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation). Fannie Mae is a government-sponsored corporation which is subject to general regulation by the Secretary of Housing and Urban Development. Pass-through
securities issued by Fannie Mae are guaranteed as to timely payment of principal and interest by Fannie Mae. Freddie Mac is a stockholder-owned corporation chartered by Congress and subject to general regulation by the Department of Housing and
Urban Development. Participation certificates representing interests in mortgages from Freddie Mac&#146;s national portfolio are guaranteed as to the timely payment of interest and ultimate collection of principal by Freddie Mac. The U.S. government
has provided financial support to Fannie Mae and Freddie Mac in the past, but there can be no assurances that it will support these or other government-sponsored entities in the future. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Commercial Mortgage-Backed Securities (&#147;CMBS&#148;) Risks.</I></B> CMBS include securities that reflect an interest in, or are
secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects
of local and other economic conditions on real estate markets, the ability of tenants to make loan payments and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater
price volatility than other types of mortgage- or asset-backed securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Prepayment, Extension and Redemption Risks of
Mortgage-Backed Securities.</I></B> Mortgage-backed securities may reflect an interest in monthly payments made by the borrowers who receive the underlying mortgage loans. Although the underlying mortgage loans are for specified periods of time,
such as 20 or 30 years, the borrowers can, and historically have often paid them off sooner. When a prepayment happens, a portion of the mortgage-backed security which represents an interest in the underlying mortgage loan will be prepaid. A
borrower is more likely to prepay a mortgage which bears a relatively high rate of interest. This means that in times of declining interest rates, a portion of the Fund&#146;s higher yielding securities are likely to be redeemed and the Fund will
probably be unable to replace them with securities having as great a yield. Prepayments can result in lower yields to shareholders. The increased likelihood of prepayment when interest rates decline also limits market price appreciation. This is
known as prepayment risk. Mortgage-backed securities also are subject to extension risk. Extension risk is the possibility that rising interest rates may cause prepayments to occur at a slower than expected rate. This particular risk may effectively
change a security which was considered short or intermediate term into a long-term security. The values of long-term securities generally fluctuate more widely in response to changes in interest rates than short or intermediate-term securities. In
addition, a mortgage-backed security may be subject to redemption at the option of the issuer. If a mortgage-backed security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem or <FONT
STYLE="white-space:nowrap">pay-off</FONT> the security, which could have an adverse effect on the Fund&#146;s ability to achieve its investment objectives. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Liquidity Risk of Mortgage-Backed Securities.</I></B> The liquidity of mortgage-backed securities varies by type of security; at certain
times the Fund may encounter difficulty in disposing of such investments. Investments in privately issued mortgage-backed securities may have less liquidity than mortgage-backed securities that are issued by a federal government agency or sponsored
corporation. Because mortgage-backed securities have the potential to be less liquid than other securities, the Fund may be more susceptible to liquidity risks than funds that invest in other securities. In the past, in stressed markets, certain
types of mortgage-backed securities suffered periods of illiquidity when disfavored by the market. It is possible that the Fund may be unable to sell a mortgage-backed security at a desirable time or at the value the Fund has placed on the
investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Collateralized Mortgage Obligations (&#147;CMOs&#148;) Risks.</I></B> CMOs are debt obligations collateralized by
mortgage loans or mortgage pass-through securities. The expected average life of CMOs is determined using mathematical models that incorporate prepayment assumptions and other factors that involve estimates of future economic and market conditions.
These estimates may vary from actual future results, particularly during periods of extreme market volatility. Further, under certain market conditions, such as those that occurred in 1994, 2007, 2008 and 2009, the average weighted life of certain
CMOs may not accurately reflect the price volatility of such securities. For example, in periods of supply and demand imbalances in the market for such securities and/or in periods of sharp interest rate movements, the prices of CMOs may fluctuate
to a greater extent than would be expected from interest rate movements alone. CMOs issued by private entities are not obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and are not guaranteed by any
government agency, although the securities underlying a CMO may be subject to a guarantee. Therefore, if the collateral securing the CMO, as well as any third party credit support or guarantees, is insufficient to make payments when due, the holder
could sustain a loss. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Adjustable Rate Mortgages (&#147;ARMs&#148;) Risks.</I></B> ARMs contain maximum and minimum rates beyond
which the mortgage interest rate may not vary over the lifetime of the security. In addition, many ARMs provide for additional limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period.
Alternatively, certain ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to pay the interest accruing on an ARM, any excess interest is added to the principal balance of the
mortgage loan, which is repaid through future monthly payments. If the monthly </P>
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payment for such an instrument exceeds the sum of the interest accrued at the applicable mortgage interest rate and the principal payment required at such point to amortize the outstanding
principal balance over the remaining term of the loan, the excess is used to reduce the then-outstanding principal balance of the ARM. In addition, certain ARMs may provide for an initial fixed, below-market or teaser interest rate. During this
initial fixed-rate period, the payment due from the related mortgagor may be less than that of a traditional loan. However, after the teaser rate expires, the monthly payment required to be made by the mortgagor may increase significantly when the
interest rate on the mortgage loan adjusts. This increased burden on the mortgagor may increase the risk of delinquency or default on the mortgage loan and in turn, losses on the mortgage-backed security into which that loan has been bundled. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Interest and Principal Only Securities Risks. </I></B>Stripped mortgage-backed securities are usually structured with two classes that
receive different portions of the interest and principal distributions on a pool of debt instruments, such as mortgage loans. In one type of stripped mortgage-backed security, one class will receive all of the interest from the mortgage assets (the
interest-only, or &#147;IO&#148; class), while the other class will receive all of the principal from the mortgage assets (the principal-only, or &#147;PO&#148; class). The yield to maturity (the expected rate of return on a bond if held until the
end of its lifetime) on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund&#146;s
yield to maturity from these securities. If the assets underlying the IO class experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully, or at all, its initial investment in these securities. PO class
securities tend to decline in value if prepayments are slower than anticipated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Inverse Floaters and Related Securities
Risks.</I></B> Investments in inverse floaters and similar instruments expose the Fund to the same risks as investments in debt securities and derivatives, as well as other risks, including those associated with increased volatility. An investment
in these securities typically will involve greater risk than an investment in a fixed rate security. Distributions on inverse floaters and similar instruments will typically bear an inverse relationship to short-term interest rates and typically
will be reduced or, potentially, eliminated as interest rates rise. The rate at which interest is paid on an inverse floater may vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest (typically a short-term
interest rate). The effect of the reference rate multiplier in inverse floaters is associated with greater volatility in their market values. Investments in inverse floaters and similar instruments that have mortgage-backed securities underlying
them will expose the Fund to the risks associated with those mortgage-backed securities and the values of those investments may be especially sensitive to changes in prepayment rates on the underlying mortgage-backed securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities are a type of asset-backed security and therefore are also subject to the risks described below under
&#147;Principal Risk Factors &#150;&#150; Asset-backed securities investment risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Collateralized debt obligations risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">CDOs include collateralized bond obligations (&#147;CBOs&#148;), CLOs, and other similarly structured securities. A CBO is a trust which may
be backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured
loans, second lien loans or other types of subordinate loans, and mezzanine loans, including loans that may be rated below investment grade or equivalent unrated loans and including loans that may be covenant-lite. CDOs may charge management fees
and administrative expenses. The cash flows from the CDO trust are generally split into two or more portions, called tranches, varying in risk and yield. Senior tranches are paid from the cash flows from the underlying assets before the junior
tranches and equity or &#147;first loss&#148; tranches. Losses are first borne by the equity tranches, next by the junior tranches, and finally by the senior tranches. Holders of interests in the senior tranches are entitled to the lowest interest
rate payments but those interests generally involve less credit risk as they are typically paid before junior tranches. The most junior tranches, such as equity tranches, typically are entitled to be paid the highest interest rate payments but
suffer the highest risk of loss should the holder of an underlying debt instrument default. If some debt instruments go into default and the cash collected by the CDO is insufficient to pay all of its investors, those in the lowest, most junior
tranches suffer losses first. Since it is partially protected from defaults, a senior tranche from a CDO trust typically has higher ratings and lower potential yields than the underlying securities, and can be rated investment grade. Despite the
protection from the equity tranche, more senior CDO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of
defaults and aversion to CDO securities as a class. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks of an investment in a CDO depend largely on the quality and type of the
collateral and the tranche of the CDO in which the Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, there may be a limited secondary market for
investments in CDOs and such investments may be illiquid. In addition to the risks associated with debt instruments (<I>e.g.</I>, interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i)&nbsp;the
possibility that distributions from collateral will not be adequate to make interest or other payments; (ii)&nbsp;the quality of the collateral may decline in value or default; (iii)&nbsp;the possibility that the Fund may invest in CDOs that are
subordinate to other classes of the issuer&#146;s securities; and (iv)&nbsp;the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Asset-backed securities investment risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Asset-backed securities in which the Fund may invest include obligations backed by, among others, motor vehicle installment sales or
installment loan contracts; home equity loans; leases of various types of real, personal and other property (including those relating to aircrafts, telecommunication, energy, and/or other infrastructure assets and infrastructure-related assets);
receivables from credit card agreements; student loans; consumer loans; mobile home loans; boat loans; business and small business loans; project finance loans; airplane leases; and other <FONT STYLE="white-space:nowrap">non-mortgage-related</FONT>
income streams, such as income from renewable energy projects and franchise rights. They may also include <FONT STYLE="white-space:nowrap">asset-backed</FONT> securities backed by whole loans or fractions of whole loans issued by alternative lending
platforms and securitized by those platforms or other entities (such as third-party originators or brokers). Any of these loans may be of <FONT STYLE="white-space:nowrap">sub-prime</FONT> quality or made to an obligor with a <FONT
STYLE="white-space:nowrap">sub-prime</FONT> credit history. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Asset-backed securities involve the risk that borrowers may default on the
obligations backing them and that the values of and interest earned on such investments will decline as a result. Loans made to lower quality borrowers, including those of <FONT STYLE="white-space:nowrap">sub-prime</FONT> quality, involve a higher
risk of default. Such loans, including those made by alternative lending platforms, may be difficult to value, may have limited payment histories, and may be subject to significant changes in value over time as economic conditions change. Therefore,
the values of asset-backed securities backed by lower quality loans, including those of <FONT STYLE="white-space:nowrap">sub-prime</FONT> quality, may suffer significantly greater declines in value due to defaults, payment delays or a perceived
increased risk of default, especially during periods when economic conditions worsen. In addition, most or all securities backed by the collateral described above do not involve any credit enhancement provided by the U.S. government or any other
party, and certain asset-backed securities do not have the benefit of a security interest in the related collateral. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Asset-backed
securities tend to increase in value less than traditional debt securities of similar maturity and credit quality when interest rates decline, but are subject to a similar risk of decline in market value during periods of rising interest rates.
Certain assets underlying asset-backed securities are subject to prepayment, which may reduce the overall return to asset-backed security holders. In a period of declining interest rates, <FONT STYLE="white-space:nowrap">pre-payments</FONT> on
asset-backed securities may increase and the Fund may be unable to reinvest those prepaid amounts in investments providing the same rate of interest as the <FONT STYLE="white-space:nowrap">pre-paid</FONT> obligations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of asset-backed securities may also be substantially dependent on the servicing of and diligence performed by their servicers or
sponsors or the originating alternative lending platforms. For example, the Fund may suffer losses due to a servicer&#146;s, sponsor&#146;s or platform&#146;s negligence or malfeasance, such as through the mishandling of certain documentation
affecting security holders&#146; rights in and to underlying collateral or the failure to update or collect accurate and complete borrower information. In addition, the values of asset-backed securities may be adversely affected by the credit
quality of the servicer, sponsor or originating alternative lending platform, as applicable. Certain services, sponsors or originating alternative lending platforms may have limited operating histories to evaluate. The insolvency of a servicer,
sponsor or originating alternative lending platform may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets. The Fund also may experience delays in payment or losses on its investments
if the full amount due on underlying collateral is not realized, which may occur because of unanticipated legal or administrative costs of enforcing the contracts, depreciation or damage to the collateral securing certain contracts,
under-collateralization or other factors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>U.S. Government securities risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some U.S. Government securities, such as Treasury bills, notes, and bonds and mortgage-backed securities guaranteed by the Government National
Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S.
Government to purchase the agency&#146;s obligations; still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although U.S. Government-sponsored enterprises may be chartered or sponsored by Congress, they
are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury, their obligations are not supported by the full faith and credit of the U.S. Government, and so investments in their securities or obligations
issued by them involve greater risk than investments in other types of U.S. Government securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The events surrounding the U.S.
federal government debt ceiling and any resulting agreement could adversely affect the Fund&#146;s ability to achieve its investment objectives. For example, a downgrade of the long-term sovereign credit rating of the U.S. could increase volatility
in both stock and bond markets, result in higher interest rates and lower Treasury prices and increase the costs of all kinds of debt. These events and similar events in other areas of the world could have significant adverse effects on the economy
generally and could result in significant adverse impacts on issuers of securities held by the Fund and the Fund itself. In the past, the values of U.S. Government securities have been affected substantially by increased demand for them around the
world. Changes in the demand for U.S. Government securities may occur at any time and may result in increased volatility in the values of those securities. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Sovereign debt obligations risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in countries&#146; government debt obligations involve special risks. Certain countries have historically experienced, and may
continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. The issuer or governmental authority
that controls the repayment of a country&#146;s debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A debtor&#146;s willingness or ability to repay principal and interest due in
a timely manner may be affected by, among other factors, its cash flow situation and, in the case of a government debtor, the extent of its foreign currency reserves or its inability to sufficiently manage fluctuations in relative currency
valuations, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the government debtor&#146;s policy towards principal international lenders such as the
International Monetary Fund and the political and social constraints to which a government debtor may be subject. Government debtors may default on their debt and also may be dependent on expected disbursements from foreign governments, multilateral
agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a debtor&#146;s implementation of economic
reforms and/or economic performance and the timely service of such debtor&#146;s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of
such third parties&#146; commitments to lend funds to the government debtor, which may further impair such debtor&#146;s ability or willingness to service its debts on a timely basis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As a result of the foregoing, a government obligor may default on its obligations. If such an event occurs, the Fund may have limited (or no)
legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the
political climate in the relevant country. In addition, no assurance can be given that the holders of more senior fixed income securities, such as commercial bank debt, will not contest payments to the holders of other foreign government debt
securities in the event of default under their commercial bank loan agreements. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part. In addition, foreign
governmental entities may enjoy various levels of sovereign immunity, and it may be difficult or impossible to bring a legal action against a foreign governmental entity or to enforce a judgment against such an entity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Government obligors in emerging market countries are among the world&#146;s largest debtors to commercial banks, other governments,
international financial organizations and other financial institutions. The issuers of the government debt securities in which the Fund may invest have in the past experienced substantial difficulties in servicing their external debt obligations,
which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit
agreements, and obtaining new credit to finance interest payments. Holders of certain foreign government debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can
be no assurance that the foreign government debt securities in which the Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit, which may adversely affect the Fund&#146;s holdings. Furthermore,
certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. See &#147;Principal Risk
Factors &#150;&#150; Foreign investing risk&#148; and &#147;Principal Risk Factors &#150;&#150; Emerging markets risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Loan risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in loans are generally subject to the same risks as investments in other types of debt obligations, including, among others,
credit risk, interest rate risk, prepayment risk, and extension risk. In addition, in many cases loans are subject to the risks associated with below-investment grade securities. This means loans are often subject to significant credit risks,
including a greater possibility that the borrower will be adversely affected by changes in market or economic conditions and may default or enter bankruptcy. This risk of default will increase in the event of an economic downturn or a substantial
increase in interest rates (which will increase the cost of the borrower&#146;s debt service). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The interest rates on floating rate loans
typically adjust only periodically. Accordingly, adjustments in the interest rate payable under a loan may trail prevailing interest rates significantly, especially if there are limitations placed on the amount the interest rate on a loan may adjust
in a given period. Certain floating rate loans have a feature that prevents their interest rates from adjusting if market interest rates are below a specified minimum level. When interest rates are low, this feature could result in the interest
rates of those loans becoming fixed at the applicable minimum level until interest rates rise above that level. Although this feature is intended to result in these loans yielding more than they otherwise would when interest rates are low, the
feature might also result in the prices of these loans becoming more sensitive to changes in interest rates should interest rates rise but remain below the applicable minimum level. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, investments in loans may be difficult to value and may be illiquid. Floating rate loans generally are subject to legal or
contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
in such loans, varies significantly over time and among individual floating rate loans. For example, if the credit quality of the borrower related to a floating rate loan unexpectedly declines
significantly, secondary market trading in that floating rate loan can also decline. The secondary market for loans may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods, which may increase the
expenses of the Fund or cause the Fund to be unable to realize the full value of its investment in the loan, resulting in a material decline in the Fund&#146;s NAV. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in loans through a purchase of a loan, loan origination or a direct assignment of a financial institution&#146;s interests with
respect to a loan may involve additional risks to the Fund. For example, if a loan is foreclosed, the Fund could become owner, in whole or in part, of any collateral, which could include, among other assets, real estate or other real or personal
property, and would bear the costs and liabilities associated with owning and holding or disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, the Fund as holder of a partial interest in
a loan could be held liable as <FONT STYLE="white-space:nowrap">co-lender</FONT> for acts of the agent lender. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Loans and certain other
forms of direct indebtedness may not be classified as &#147;securities&#148; under the federal securities laws and, therefore, when the Fund purchases such instruments, it may not be entitled to the protections against fraud and misrepresentation
contained in the federal securities laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Additional risks of investments in loans may include: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Agent/Intermediary Risk.</I></B>&nbsp;If the Fund holds a loan through another financial intermediary, as is the case with a
participation, or relies on another financial intermediary to administer the loan, as is the case with most multi-lender facilities, the Fund&#146;s receipt of principal and interest on the loan and the value of the Fund&#146;s loan investment will
depend at least in part on the credit standing of the financial intermediary and therefore will be subject to the credit risk of the intermediary. The Fund will be required to rely upon the financial intermediary from which it purchases a
participation interest to collect and pass on to the Fund such payments and to enforce the Fund&#146;s rights and may not be able to cause the financial intermediary to take what it considers to be appropriate action. As a result, an insolvency,
bankruptcy or reorganization of the financial intermediary may delay or prevent the Fund from receiving principal, interest and other amounts with respect to the Fund&#146;s interest in the loan. In addition, if the Fund relies on a financial
intermediary to administer a loan, the Fund is subject to the risk that the financial intermediary may be unwilling or unable to demand and receive payments from the borrower in respect of the loan, or otherwise unwilling or unable to perform its
administrative obligations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Highly Leveraged Transactions Risk.</I></B>&nbsp;The Fund may invest in loans made in connection with
highly leveraged transactions. Those loans are subject to greater credit and liquidity risks than other types of loans. If the Fund voluntarily or involuntarily sold those types of loans, it might not receive the full value it expected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Stressed, Distressed or Defaulted Borrowers Risk</I></B><B>.</B>&nbsp;The Fund can also invest in loans of borrowers
that are experiencing, or are likely to experience, financial difficulty. These loans are subject to greater credit and liquidity risks than other types of loans. In addition, the Fund can invest in loans of borrowers that have filed for bankruptcy
protection or that have had involuntary bankruptcy petitions filed against them by creditors. Various laws enacted for the protection of debtors may apply to loans. A bankruptcy proceeding or other court proceeding could delay or limit the ability
of the Fund to collect the principal and interest payments on that borrower&#146;s loans or adversely affect the Fund&#146;s rights in collateral relating to a loan. If a lawsuit is brought by creditors of a borrower under a loan, a court or a
trustee in bankruptcy could take certain actions that would be adverse to the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Limited Information Risk. </I></B>Because there
may be limited public or other information available regarding loan investments, the Fund&#146;s investments in such instruments may be particularly dependent on the analytical abilities of the Fund&#146;s portfolio managers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Interest Rate Benchmarks Risk.</I></B> Interest rates on loans typically adjust periodically often based on changes in a benchmark rate
plus a premium or spread over the benchmark rate. The benchmark rate may be LIBOR, the Prime Rate, or other base lending rates used by commercial lenders (each as defined in the applicable loan agreement). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some benchmark rates may reset daily; others reset less frequently. The interest rate on LIBOR-based loans is reset periodically, typically
based on a period between 30 days and one year. Certain floating or variable rate loans may permit the borrower to select an interest rate reset period of up to one year or longer. Investing in loans with longer interest rate reset periods may
increase fluctuations in the Fund&#146;s NAV as a result of changes in interest rates. Interest rates on loans with longer periods between benchmark resets will typically trail market interest rates in a rising interest rate environment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain loans may permit the borrower to change the base lending rate during the term of the loan. One benchmark rate may not adjust to
changing market or interest rates to the same degree or as rapidly as another, permitting the borrower the option to select the benchmark rate that is most advantageous to it and less advantageous to the Fund. To the extent the borrower elects this
option, the interest income and total return the Fund earns on the investment may be adversely affected as compared to other investments where the borrower does not have the option to change the base lending or benchmark rate. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In July&nbsp;2017, the head of the United Kingdom&#146;s Financial Conduct Authority
announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on the
Fund or the financial instruments in which the Fund invests cannot yet be determined. Please see &#147;LIBOR Risk&#148; below for more information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Restrictive Loan Covenants Risk.</I></B>&nbsp;Borrowers must comply with various restrictive covenants that may be contained in loan
agreements. They may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the borrower to maintain specific financial ratios, and limits on total debt. They may include requirements that the
borrower prepay the loan with any free cash flow. A break of a covenant that is not waived by the agent bank (or the lenders) is normally an event of default that provides the agent bank or the lenders the right to call the outstanding amount on the
loan. If a lender accelerates the repayment of a loan because of the borrower&#146;s violation of a restrictive covenant under the loan agreement, the borrower might default in payment of the loan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some of the loans in which the Fund may invest or to which the Fund may obtain exposure may be &#147;covenant-lite.&#148; Such loans contain
fewer or less restrictive constraints on the borrower than certain other types of loans. Such loans generally do not include terms which allow the lender to monitor the performance of the borrower and declare a default or force a borrower into
bankruptcy restructuring if certain criteria are breached. Under such loans, lenders typically must rely on covenants that restrict a borrower from incurring additional debt or engaging in certain actions. Such covenants can be breached only by an
affirmative action of the borrower, rather than by a deterioration in the borrower&#146;s financial condition. Accordingly, the Fund may have fewer rights against a borrower when it invests in or has exposure to such loans and so may have a greater
risk of loss on such investments as compared to investments in or exposure to loans with additional or more conventional covenants. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Senior Loan and Subordination Risk.</I></B>&nbsp;In addition to the risks typically associated with debt securities and loans generally,
senior loans are also subject to the risk that a court could subordinate a senior loan, which typically holds a senior position in the capital structure of a borrower, to presently existing or future indebtedness or take other action detrimental to
the holders of senior loans. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Settlement Risk.</I></B>&nbsp;Transactions in many loans settle on a delayed basis, and the Fund may
not receive the proceeds from the sale of such loans for a substantial period after the sale. As a result, sale proceeds related to the sale of such loans may not be available to make additional investments until potentially a substantial period
after the sale of the loans. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Inadequate Collateral or Guarantees Risk</I></B>.<B><I> </I></B>Even if a loan to which the Fund is
exposed is secured, there can be no assurance that the collateral will, when recovered and liquidated, generate sufficient (or any) funds to offset any losses associated with a defaulting loan. It is possible that the same collateral could secure
multiple loans, in which case the liquidation proceeds of the collateral may be insufficient to cover the payments due on all the loans secured by that collateral. This risk is increased if the Fund&#146;s loans are secured by a single asset. There
can be no guarantee that the collateral can be liquidated and any costs associated with such liquidation could reduce or eliminate the amount of funds otherwise available to offset the payments due under the loan. Moreover, the Fund&#146;s security
interests may be unperfected for a variety of reasons, including the failure to make a required filing by the servicer and, as a result, the Fund may not have priority over other creditors as it expected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Unsecured Loans Risk</I></B>. Subordinated or unsecured loans are lower in priority of payment to secured loans and are subject to the
additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is generally higher
for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Servicer Risk.
</I></B>The Fund&#146;s direct and indirect investments in loans are typically serviced by the originating lender or a third-party servicer. In the event that the servicer is unable to service the loan, there can be no guarantee that a backup
servicer will be able to assume responsibility for servicing the loans in a timely or cost-effective manner; any resulting disruption or delay could jeopardize payments due to the Fund in respect of its investments or increase the costs associated
with the Fund&#146;s investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Foreign Loan Risk</I></B>. Loans involving foreign borrowers may involve risks not ordinarily
associated with exposure to loans to U.S. entities and individuals. The foreign lending industry may be subject to less governmental supervision and regulation than exists in the U.S.; conversely, foreign regulatory regimes applicable to the lending
industry may be more complex and more restrictive than those in the U.S., resulting in higher costs associated with such investments, and such regulatory regimes may be subject to interpretation or change without prior notice to investors, such as
the Fund. Foreign lending may not be subject to accounting, auditing, and financial reporting standards and practices comparable to those in the U.S. Due to differences in legal systems, there may be difficulty in obtaining or enforcing a court
judgment outside the U.S. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Lender Liability. </I></B>A number of judicial decisions have upheld judgments of borrowers against
lending institutions on the basis of various evolving legal theories, collectively termed &#147;lender liability.&#148; Generally, lender liability is founded on the premise that a lender has violated a duty (whether implied or contractual) of good
faith, commercial reasonableness and fair dealing, or a similar duty owed to the borrower or has assumed an excessive degree of control over the borrower resulting in the creation of a fiduciary duty owed to the
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
borrower or its other creditors or shareholders. If a loan held by the Fund were found to have been made or serviced under circumstances that give rise to lender liability, the borrower&#146;s
obligation to repay that loan could be reduced or eliminated or the Fund&#146;s recovery on that loan could be otherwise impaired, which would adversely impact the value of that loan. In limited cases, courts have subordinated the loans of a senior
lender to a borrower to claims of other creditors of the borrower when the senior lender or its agents, such as a loan servicer, is found to have engaged in unfair, inequitable or fraudulent conduct with respect to the other creditors. If a loan
held by the Fund were subject to such subordination, it would be junior in right of payment to other indebtedness of the borrower, which could adversely impact the value of that loan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Below investment grade/high yield securities risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Debt instruments rated below investment grade or debt instruments that are unrated and of comparable or lesser quality are predominantly
speculative. They are usually issued by companies without long track records of sales and earnings or by companies with questionable credit strength. These instruments, which include debt securities commonly known as &#147;junk bonds,&#148; have a
higher degree of default risk and may be less liquid than higher-rated bonds. These instruments may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of
high yield investments generally, general economic downturn, and less secondary market liquidity. This potential lack of liquidity may make it more difficult for the Fund to value these instruments accurately. An economic downturn could severely
affect the ability of issuers (particularly those that are highly leveraged) to service their debt obligations or to repay their obligations upon maturity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Distressed and Defaulted securities risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Defaulted securities risk refers to the uncertainty of repayment of defaulted securities (<I>e.g.</I>, a security on which a principal or
interest payment is not made when due) and obligations of distressed issuers. Because the issuer of such securities is in default and is likely to be in distressed financial condition, repayment of defaulted securities and obligations of distressed
issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. Insolvency laws and practices in emerging market
countries are different than those in the U.S. and the effect of these laws and practices cannot be predicted with certainty. Investments in defaulted securities and obligations of distressed issuers are considered speculative and entail high risk.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Leverage risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s use
of leverage (as described under &#147;Leverage&#148; in the body of this Prospectus) creates the opportunity for increased net income and capital appreciation, but also creates special risks for Common Shareholders. There is no assurance that the
Fund&#146;s leveraging strategies will be successful. Leverage is a speculative technique that exposes the Fund to greater risk and increased costs. The interest expense payable by the Fund with respect to its reverse repurchase agreements, dollar
roll transactions, borrowings and/or dividends payable with respect to any outstanding preferred shares may be based on shorter-term interest rates that periodically reset. So long as the Fund&#146;s portfolio investments provide a higher rate of
return (net of applicable Fund expenses) than the interest expenses, dividend expenses and other costs to the Fund of such leverage, the investment of the proceeds thereof should generate more income than will be needed to pay the costs of the
leverage. If so, and all other things being equal, the excess would be used to pay higher dividends to Common Shareholders than if the Fund were not so leveraged. If, however, interest rates rise relative to the rate of return on the Fund&#146;s
portfolio, the interest and other costs to the Fund of leverage, including interest expenses on borrowings, the dividend rate on any outstanding preferred shares and/or the cost of the use of reverse repurchase agreements and dollar rolls, could
exceed the rate of return on the debt obligations and other investments held by the Fund, thereby reducing the return to Common Shareholders. When leverage is used, the NAV and market price of the Common Shares and the investment return to Common
Shareholders will likely be more volatile. There can be no assurance that the Fund&#146;s use of leverage will result in a higher investment return on the Common Shares, and it may result in losses. In addition, fees and expenses of any form of
leverage used by the Fund will be borne entirely by the Common Shareholders and will reduce the investment return of the Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Leverage creates several major types of risks for Common Shareholders, including: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the likelihood of greater volatility of NAV and market price of Common Shares, and of the investment return to
Common Shareholders, than a comparable portfolio without leverage; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the possibility either that Common Share dividends will fall if the interest and other costs of leverage rise,
or that dividends paid on Common Shares will fluctuate because such costs vary over time; and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the effects of leverage in a declining market or a rising interest rate environment, as leverage is likely to
cause a greater decline in the NAV of the Common Shares than if the Fund were not leveraged and may result in a greater decline in the market value of the Common Shares. </P></TD></TR></TABLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the counterparties to the Fund&#146;s leveraging transactions and any preferred
shareholders of the Fund will have priority of payment over the Fund&#146;s Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The use by the Fund of reverse
repurchase agreements and dollar roll transactions to obtain leverage also involves special risks. For instance, the market value of the securities that the Fund is obligated to repurchase under a reverse repurchase agreement may decline below the
repurchase price and the securities may not be returned to the Fund. See &#147;The Fund&#146;s Investment Objectives and Strategies&#150;&#150;Reverse Repurchase Agreements and Dollar Rolls.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to borrowings, an issuance of preferred shares, reverse repurchase agreements and/or dollar roll transactions, the Fund&#146;s use
of other transactions that may give rise to a form of leverage (including, among others, credit default swap contracts and other transactions, loans of portfolio securities, transactions involving derivative instruments, short sales, and when
issued, delayed delivery, and forward commitment transactions) gives rise to the associated leverage risks described above, and may adversely affect the Fund&#146;s income, distributions, and total returns to Common Shareholders. The Fund also may
seek to offset derivatives positions against one another or against other assets in an attempt to manage effective market exposure resulting from derivatives in its portfolio. To the extent that any positions do not behave in relation to one another
as expected by the Adviser, the Fund may perform as if it is leveraged through use of these derivative strategies. See &#147;Leverage.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Counterparties to the Fund&#146;s other leveraging transactions (<I>e.g.</I>, total return swaps, reverse repurchases, loans of portfolio
securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements, futures and forward contracts, call and put options or other derivatives), if any, would have
seniority over the Fund&#146;s Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SEC has issued a proposed rule relating to a registered investment company&#146;s use
of derivatives and related instruments that, if adopted, could potentially require the Fund to reduce its use of leverage and/or observe more stringent asset coverage and related requirements than are currently imposed by the 1940 Act, which could
adversely affect the value or performance of the Fund and the Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s ability to utilize derivatives and leverage
may also be limited by asset coverage requirements applicable to the use of certain transactions that may involve leverage, restrictions imposed by the Fund&#146;s creditors, and guidelines or restrictions imposed by rating agencies that provide
ratings for preferred shares or in connection with liquidity arrangements for preferred shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because the fees received by the Adviser
are based on the total managed assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions, or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued
liabilities (other than liabilities in respect of reverse repurchase agreements, dollar roll transactions, or similar transactions, and borrowings), the Adviser has a financial incentive to cause the Fund to use leverage, which creates a conflict of
interest between the Adviser, on the one hand, and the Common Shareholders, on the other hand. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>REIT risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in REITs. REITs are pooled investment vehicles that own, and typically operate, income-producing real estate. If a REIT
meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then it is not taxed on the income distributed to shareholders. REITs are subject to management fees and other
expenses, and so the Fund will bear its proportionate share of the costs of the REITs&#146; operations. There are three general categories of REITs: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest primarily in direct fee
ownership or leasehold ownership of real property and derive most of their income from rents, are generally affected by changes in the values of and incomes from the properties they own. Mortgage REITs invest mostly in mortgages on real estate,
which may secure, for example, construction, development or long-term loans, and the main source of their income is mortgage interest payments. Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. A hybrid REIT
combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate, and thus may be subject to risks associated with both real estate ownership and investments in
mortgage-related investments. Along with the risks common to different types of real estate-related investments, REITs, no matter the type, involve additional risk factors, including poor performance by the REIT&#146;s manager, adverse changes to
the tax laws, and the possible failure by the REIT to qualify for the favorable tax treatment applicable to REITs under the Code or an exemption under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow earned on the
property interests they hold. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage REITs are exposed to the risks specific to the real estate market as well as the risks that relate
specifically to the way in which mortgage REITs are organized and operated. Mortgage REITs receive principal and interest payments from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to the credit risk of the
borrowers to whom they extend credit, and are subject to the risks described under &#147;Mortgage-Backed Securities Risk&#148; and &#147;Debt Securities Risk.&#148; Mortgage REITs are also subject to significant interest rate risk. Mortgage REITs
typically use leverage and many are highly leveraged, which exposes them to the risks of leverage. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
Leverage risk refers to the risk that leverage created from borrowing may impair a mortgage REIT&#146;s liquidity, cause it to liquidate positions at an unfavorable time and increase the
volatility of the values of securities issued by the mortgage REIT. The use of leverage may not be advantageous to a mortgage REIT. To the extent that a mortgage REIT incurs significant leverage, it may incur substantial losses if its borrowing
costs increase or if the assets it purchases with leverage decrease in value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment in a REIT may result in the Fund
making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions attributable to REITs made by the Fund to Fund shareholders will not qualify for the corporate
dividends-received deduction, or, generally, for treatment as qualified dividend income. Certain distributions made by the Fund attributable to dividends received by the Fund from REITs may qualify as &#147;qualified REIT dividends&#148; in the
hands of <FONT STYLE="white-space:nowrap">non-corporate</FONT> shareholders, as discussed in the SAI. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Municipal bond risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investing in the municipal bond market involves the risks of investing in debt securities generally and certain other risks. The amount of
public information available about the municipal bonds in the Fund&#146;s portfolio is generally less than that for corporate equities or bonds, and the investment performance of the Fund&#146;s investment in municipal bonds may therefore be more
dependent on the analytical abilities of the Adviser than its investments in taxable bonds. The secondary market for municipal bonds also tends to be less well developed or liquid than many other securities markets, which may adversely affect the
Fund&#146;s ability to sell municipal bonds at attractive prices. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The ability of municipal issuers to make timely payments of interest
and principal may be diminished during general economic downturns, by litigation, legislation or political events, or by the bankruptcy of the issuer. Laws, referenda, ordinances or regulations enacted in the future by Congress or state legislatures
or the applicable governmental entity could extend the time for payment of principal and/or interest, or impose other constraints on enforcement of such obligations, or on the ability of municipal issuers to levy taxes. Issuers of municipal
securities also might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, the Fund could experience delays in collecting principal and interest and the Fund may not, in all circumstances, be able to collect all
principal and interest to which it is entitled. To enforce its rights in the event of a default in the payment of interest or repayment of principal, or both, the Fund may take possession of and manage the assets securing the issuer&#146;s
obligations on such securities, which may increase the Fund&#146;s operating expenses. Any income derived from the Fund&#146;s ownership or operation of such assets may not be tax exempt. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in revenue bonds, which are typically issued to fund a wide variety of capital projects including: electric, gas, water
and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; and hospitals. Because the principal security for a revenue bond is generally the net revenues derived from a particular facility or group of
facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, there is no guarantee that the particular project will generate enough revenue to pay its obligations, in which case the Fund&#146;s performance
may be adversely affected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Interest on municipal obligations, while generally exempt from federal income tax, may not be exempt from
federal alternative minimum tax. The Fund does not expect to be eligible to pass the <FONT STYLE="white-space:nowrap">tax-exempt</FONT> character of such interest through to Common Shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign currency risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Currency risk is
the risk that fluctuations in exchange rates may adversely affect the value of the Fund&#146;s investments. Currency risk includes both the risk that currencies in which the Fund&#146;s investments are traded and/or in which the Fund receives
income, or currencies in which the Fund has taken an active investment position, will decline in value relative to other currencies. In the case of hedging positions, currency risk includes the risk that the currency the Fund is seeking exposure to
will decline in value relative to the foreign currency being hedged. Currency exchange rates fluctuate significantly for many reasons, including changes in supply and demand in the currency exchange markets, actual or perceived changes in interest
rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks, or supranational agencies such as the International Monetary Fund, and currency controls or other political and economic developments in the U.S. or
abroad. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The currencies of certain emerging market countries have experienced devaluations relative to the U.S. dollar, and future
devaluations may adversely affect the value of assets denominated in such currencies. A devaluation of the currency in which portfolio securities are denominated will negatively impact the value of those securities. Many emerging market countries
have experienced substantial, and in some periods extremely high, rates of inflation or deflation for many years, and future inflation may adversely affect the economies and securities markets of such countries. When debt and similar obligations
issued by foreign issuers are denominated in a currency (e.g., the U.S. dollar or the Euro) other than the local currency of the issuer, the subsequent strengthening of the <FONT STYLE="white-space:nowrap">non-local</FONT> currency against the local
currency will generally increase the burden of repayment on the issuer and may increase significantly the risk of default by the issuer. The Fund may use derivatives to acquire positions in currencies the values to which the Fund is exposed through
its investments. This presents the risk that the Fund could lose money on its exposure to a particular currency and also lose money on the derivative. </P>
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The Fund also may take overweighted or underweighted currency positions and/or hedge the currency exposure of the securities in which it has invested. As a result, the Fund&#146;s currency
exposure may differ (in some cases significantly) from the currency exposure of its investments and/or its benchmarks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Credit default swaps risk
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A credit default swap is an agreement between the Fund and a counterparty that enables the Fund to buy or sell protection against a
credit event related to a particular issuer. One party, acting as a protection buyer, makes periodic payments, which may be based on, among other things, a fixed or floating rate of interest, to the other party, a protection seller, in exchange for
a promise by the protection seller to make a payment to the protection buyer if a negative credit event (such as a delinquent payment or default) occurs with respect to a referenced bond or group of bonds. Credit default swaps may also be structured
based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the default event that triggers purchase or other factors (for example, the Nth default within a basket, or defaults by a particular
combination of issuers within the basket, may trigger a payment obligation). As a credit protection seller in a credit default swap contract, the Fund would be required to pay the par (or other agreed-upon) value of a referenced debt obligation to
the counterparty following certain negative credit events as to a specified third-party debtor, such as default by a U.S. or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporate issuer on its debt obligations. In return for its obligation, the
Fund would receive from the counterparty a periodic stream of payments, which may be based on, among other things, a fixed or floating rate of interest, over the term of the contract provided that no event of default has occurred. If no default
occurs, the Fund would keep the stream of payments, and would have no payment obligations to the counterparty. The Fund may sell credit protection in order to earn additional income and/or to take a synthetic long position in the underlying security
or basket of securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into credit default swap contracts as protection buyer in order to hedge against the risk of
default on the debt of a particular issuer or basket of issuers or attempt to profit from a deterioration or perceived deterioration in the creditworthiness of the particular issuer(s) (also known as buying credit protection). This would involve the
risk that the investment may expire worthless and would only generate gain in the event of an actual default by the issuer(s) of the underlying obligation(s) (or, as applicable, a credit downgrade or other indication of financial instability). It
would also involve the risk that the seller may fail to satisfy its payment obligations to the Fund. The purchase of credit default swaps involves costs, which will reduce the Fund&#146;s return. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A protection seller may have to pay out amounts following a negative credit event greater than the value of the reference obligation delivered
to it by its counterparty and the amount of periodic payments previously received by it from the counterparty. When the Fund acts as a seller of a credit default swap, it is exposed to, among other things, leverage risk because if an event of
default occurs the seller must pay the buyer the full notional value of the reference obligation. Each party to a credit default swap is subject to the credit risk of its counterparty. The value of the credit default swap to each party will change,
at times significantly, based on changes in the actual or perceived creditworthiness of the underlying issuer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A protection buyer may
lose its investment and recover nothing should an event of default not occur. The Fund may seek to realize gains on its credit default swap positions, or limit losses on its positions, by selling those positions in the secondary market. There can be
no assurance that a liquid secondary market will exist at any given time for any particular credit default swap or for credit default swaps generally. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The parties to a credit default swap may be required to post collateral to each other. If the Fund posts initial or periodic collateral to its
counterparty, it may not be able to recover that collateral from the counterparty in accordance with the terms of the swap. In addition, if the Fund receives collateral from its counterparty, it may be delayed or prevented from realizing on the
collateral in the event of the insolvency or bankruptcy of the counterparty. The Fund may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit
default swap position, which may cause the Fund to incur more losses. There can be no assurance that the Fund will be able to exit a credit default swap position effectively when it seeks to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Hedging strategy risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain of the
investment techniques that the Fund may employ for hedging will expose the Fund to additional or increased risks. For example, there may be an imperfect correlation between changes in the value of the Fund&#146;s portfolio holdings and hedging
positions entered into by the Fund, which may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. In addition, the Fund&#146;s success in using hedge instruments is subject to the Adviser&#146;s ability to predict
correctly changes in the relationships of such hedge instruments to the Fund&#146;s portfolio holdings, and there can be no assurance that the Adviser&#146;s judgment in this respect will be accurate. Consequently, the use of hedging transactions
might result in a poorer overall performance for the Fund, whether or not adjusted for risk, than if the Fund had not hedged its portfolio holdings. The Adviser is under no obligation to engage in any hedging strategies, and may, in its discretion,
choose not to. Even if the Adviser desires to hedge some of the Fund&#146;s risks, suitable hedging transactions may not be available or, if available, attractive. A failure to hedge may result in losses to the value of the Fund&#146;s investments.
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Short sales and short position risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent the Fund makes use of short sales for investment and/or risk management purposes, the Fund may be subject to certain risks
associated with selling short. Short sales are transactions in which the Fund sells securities or other instruments that the Fund does not own. Short exposure with respect to securities or market segments may also be achieved through the use of
derivative instruments, such as forwards, futures or swaps on indices or on individual securities. When the Fund engages in a short sale on a security or other instrument, it typically borrows the security or other instrument sold short and delivers
it to the counterparty. The Fund will ordinarily have to pay a fee or premium to borrow the security and will be obligated to repay the lender of the security any dividends or interest that accrue on the security during the period of the loan. The
amount of any gain from a short sale will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund pays in connection with the short sale. Short sales expose the Fund to the risk that
it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the Fund. The Fund may engage in short sales when it does not own or have the right to acquire the security sold
short at no additional cost. The Fund&#146;s loss on a short sale theoretically could be unlimited in a case in which the Fund is unable, for whatever reason, to close out its short position. In addition, the Fund&#146;s short selling strategies may
limit its ability to benefit from increases in the markets. Short selling involves a form of financial leverage that may exaggerate any losses realized by the Fund. Also, there is the risk that the counterparty to a short sale may fail to honor its
contractual terms, causing a loss to the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may borrow an instrument from a broker or other institution and sell it to
establish a short position in the instrument. The Fund may also enter into a derivative transaction in order to establish a short position with respect to a reference asset. The Fund may make a profit or incur a loss depending upon whether the
market price of the instrument or the value of the position decreases or increases between the date the Fund established the short position and the date on which the Fund must replace the borrowed instrument or otherwise close out the transaction.
An increase in the value of an instrument, index or interest rate with respect to which the Fund has established a short position will result in a loss to the Fund, and there can be no assurance that the Fund will be able to close out the position
at any particular time or at an acceptable price. The loss to the Fund from a short position is potentially unlimited. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Convertible securities risk
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in convertible securities. Convertible securities include bonds, debentures, notes, preferred stock and other
securities that may be converted into or exchanged for, at a specific price or formula within a particular period of time, a prescribed amount of common stock or other equity securities of the same or a different issuer. Convertible securities may
entitle the holder to receive interest paid or accrued on debt or dividends paid or accrued on preferred stock until the security matures or is redeemed, converted or exchanged. The market value of a convertible security is a function of its
investment value and its conversion value. A security&#146;s investment value represents the value of the security without its conversion feature (<I>i.e.</I>, a nonconvertible fixed income security). The investment value may be determined by
reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible
securities, the financial strength of the issuer and the seniority of the security in the issuer&#146;s capital structure. A security&#146;s conversion value is determined by multiplying the number of shares the holder is entitled to receive upon
conversion or exchange by the current price of the underlying security. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Preferred securities risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to many of the risks associated with both debt securities (<I>e.g.</I>, interest rate risk and credit risk) and common shares or
other equity securities, preferred securities typically contain provisions that allow an issuer, under certain conditions, to skip (in the case of noncumulative preferred securities) or defer (in the case of cumulative preferred securities) dividend
payments. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income for tax purposes while it is not receiving any distributions. In addition, preferred securities typically do not provide
any voting rights, except in some cases in which dividends are in arrears beyond a certain time period, which varies by issue. Preferred securities are generally subordinated to bonds and other debt instruments in a company&#146;s capital structure
in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt instruments. Preferred securities may be substantially less liquid than many other securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Portfolio management risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Portfolio
management risk is the risk that an investment strategy may fail to produce the intended results. There can be no assurance that the Fund will achieve its investment objectives. The Adviser&#146;s judgments about the attractiveness, value and
potential appreciation of particular asset classes, sectors, securities, or other investments may prove to be incorrect and may not anticipate actual market movements or the impact of economic conditions generally. No matter how well a portfolio
manager evaluates market conditions, the investments a portfolio manager chooses may fail to produce the intended result, and you could lose money on your investment in the Fund. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Valuation risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Valuation risk is the risk that the Fund will not value its investments in a manner that accurately reflects their market values or that the
Fund will not be able to sell any investment at a price equal to the valuation ascribed to that investment for purposes of calculating the Fund&#146;s NAV. The valuation of the Fund&#146;s investments involves subjective judgment and some valuations
may involve assumptions, projections, opinions, discount rates, estimated data points and other uncertain or subjective amounts, all of which may prove inaccurate. In addition, the valuation of certain investments held by the Fund may involve the
significant use of unobservable and <FONT STYLE="white-space:nowrap">non-market</FONT> inputs. Certain securities in which the Fund may invest may be more difficult to value accurately, especially during periods of market disruptions or extreme
market volatility. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair
value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the
sale of that security or other asset. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Focused investment risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A fund that invests a substantial portion of its assets in a particular market, industry, sector, group of industries or sectors, country,
region, group of countries or asset class is subject to greater risk than a fund that invests in a more diverse investment portfolio. In addition, the value of such a fund is more susceptible to any single economic, market, political, regulatory or
other occurrence affecting, for example, the particular markets, industries, regions, sectors or asset classes in which the fund is invested. This is because, for example, issuers in a particular market, industry, region, sector or asset class may
react similarly to specific economic, market, regulatory, political or other developments. The particular markets, industries, regions, sectors or asset classes in which the Fund may focus its investments may change over time and the Fund may alter
its focus at inopportune times. To the extent the Fund invests in the securities of a limited number of issuers, it is particularly exposed to adverse developments affecting those issuers, and a decline in the market value of a particular security
held by the Fund may affect the Fund&#146;s performance more than if the Fund invested in the securities of a larger number of issuers. In addition, the limited number of issuers to which the Fund may be exposed may provide the Fund exposure to
substantially the same market, industry, sector, group of industries or sectors, country, region, group of countries, or asset class, which may increase the risk of loss as a result of focusing the Fund&#146;s investments, as discussed above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Derivatives risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s use of
derivatives may involve risks different from, or greater than, the risks associated with investing in more traditional investments, such as stocks and bonds. Derivatives can be highly complex and may perform in ways unanticipated by the Adviser and
may not be available at the time or price desired. Derivatives positions may also be improperly executed or constructed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s
use of derivatives involves counterparty risk. See &#147;Principal Risk Factors&#151;Counterparty risk.&#148; In the event a counterparty becomes insolvent, the Fund potentially could lose all or a large portion of the value of its investment in the
derivative instrument. Because most derivatives involve contractual arrangements with a counterparty, the Fund&#146;s ability to enter into them requires a willing counterparty. The Fund&#146;s ability to close out or unwind a derivatives position
prior to expiration or maturity may also depend on the ability and willingness of the counterparty to enter into a transaction closing out the position. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Derivatives may be difficult to value and highly illiquid and/or volatile. The Fund may not be able to close out or sell a derivatives
position at a particular time or at an anticipated price. Use of derivatives may affect the amount, timing and character of distributions to shareholders and, therefore, may increase the amount of taxes payable by taxable shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may use derivatives to create investment leverage and the Fund&#146;s use of derivatives may otherwise cause its portfolio to be
leveraged. Leverage increases the Fund&#146;s portfolio losses when the value of its investments declines. Since many derivatives involve leverage, adverse changes in the value or level of the underlying asset, rate, or index may result in a loss
substantially greater than the amount invested in the derivative itself. Some derivatives have the potential for unlimited loss, regardless of the size of the initial investment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When the Fund enters into a derivatives transaction as a substitute for or alternative to a direct cash investment, the Fund is exposed to the
risk that the derivative transaction may not provide a return that corresponds precisely or at all with that of the underlying investment. When the Fund uses a derivative for hedging purposes, it is possible that the derivative will not in fact
provide the anticipated protection, and the Fund could lose money on both the derivative transaction and the exposure the Fund sought to hedge. While hedging strategies involving derivatives can reduce the risk of loss, they can also reduce the
opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When it takes a
derivatives position, the Fund may be required to maintain assets as &#147;cover,&#148; maintain segregated accounts, post collateral or make margin payments. Assets that are segregated or used as cover, margin or collateral may be required to be in
the form of cash or liquid securities, and typically may not be sold while the derivatives position is open unless they are replaced with other </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
appropriate assets. If markets move against the Fund&#146;s position, the Fund may be required to maintain or post additional assets and may have to dispose of existing investments to obtain
assets acceptable as collateral or margin. This may prevent the Fund from pursuing its investment objectives. Assets that are segregated or used as cover, margin or collateral typically are invested, and these investments are subject to risk and may
result in losses to the Fund. These losses may be substantial, and may be in addition to losses incurred by using the derivative in question. If the Fund is unable to close out its position, it may be required to continue to maintain such assets or
accounts or make such payments until the position expires or matures, and the Fund will continue to be subject to investment risk on the assets. In addition, the Fund may not be able to recover the full amount of its margin from an intermediary if
that intermediary were to experience financial difficulty. Segregation, cover, margin and collateral requirements may impair the Fund&#146;s ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to
do so, or require the Fund to sell a portfolio security or close out a derivatives position at a disadvantageous time or price. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
November 2019, the SEC <FONT STYLE="white-space:nowrap">re-proposed</FONT> a new rule that would replace present SEC and SEC staff regulatory guidance related to limits on a registered investment company&#146;s use of derivative instruments and
certain other transactions, such as short sales and reverse repurchase agreements. The ultimate impact, if any, of the new rule remains unclear, but if adopted as proposed, the rule would, among other things, require that the Fund limit derivatives
exposure through one of two <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">value-at-risk</FONT></FONT> tests, eliminate the asset segregation framework for covering derivatives and certain financial instruments arising from the
SEC&#146;s Release 10666 and related SEC staff guidance, and require any fund, including the Fund, entering into reverse repurchase agreements (or other similar financing transactions) to count its exposure under such agreements and transactions
towards its required asset coverage requirement under Section&nbsp;18 of the 1940 Act. The Fund would also be required to adopt and implement a derivatives risk management program. While the full extent and cost of these regulations is unclear, and
proposed regulations may be revised before adoption or may never be adopted, these regulations could, among other things, restrict the Fund&#146;s ability to use leverage, engage in derivatives transactions and/or increase the cost of such
derivatives transactions. These limitations may substantially curtail the Fund&#146;s ability to use derivative instruments and inhibit the Adviser&#146;s ability to establish what it views as the optimal investment exposure for the Fund. If the
proposed rule is adopted, the Fund might not be able to use derivative instruments, reverse repurchase agreements and other transactions to the same extent as if the current regulatory structure had remained in place, and the ability of the Adviser
to pursue the Fund&#146;s investment objectives as currently anticipated, and the Fund&#146;s investment performance, might be adversely affected. The risks described in this Prospectus relating to the Fund&#146;s use of derivatives and other
financial instruments would continue to apply generally if the rule were adopted as proposed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Current and future regulation of the
derivatives markets may make derivatives more costly, may limit the availability or liquidity of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse developments could impair the effectiveness of
the Fund&#146;s derivatives transactions and cause the Fund to lose value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In July 2017, the head of the United Kingdom&#146;s Financial
Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away
from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined. Please see &#147;&#151;LIBOR Risk&#148; below for more information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risks related to the Fund&#146;s clearing broker and central clearing counterparty </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Transactions in some types of swaps (including interest rate swaps and index credit default swaps) are required to be centrally cleared. In a
transaction involving those swaps (&#147;cleared derivatives&#148;), the Fund&#146;s counterparty is a clearing house, rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house
(&#147;clearing members&#148;) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to
and receive payments from a clearing house through their accounts at clearing members. Clearing members guarantee performance of their clients&#146; obligations to the clearing house. There is a risk that assets deposited by the Fund with any swaps
or futures clearing member as margin for futures contracts or cleared swaps may, in certain circumstances, be used to satisfy losses of other clients of the Fund&#146;s clearing member. In addition, the assets of the Fund might not be fully
protected in the event of the clearing member&#146;s bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing member&#146;s customers for the relevant account class.
Similarly, all customer funds held at a clearing organization in connection with any futures contracts are held in a commingled omnibus account and are not identified to the name of the clearing member&#146;s individual customers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In some ways, cleared derivative arrangements are less favorable to funds than bilateral arrangements. For example, the Fund may be required
to provide more margin for cleared derivatives positions than for bilateral derivatives positions. Also, in contrast to a bilateral derivatives position, following a period of notice to the Fund, a clearing member generally can require termination
of an existing cleared derivatives position at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin
requirements for existing positions or to terminate those positions at any time. Any increase in margin requirements or termination of existing cleared derivatives positions by the clearing member or the clearing house could interfere with the
ability of the Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could expose the Fund to greater credit risk to its clearing member because margin for
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
cleared derivatives positions in excess of a clearing house&#146;s margin requirements may be held by the clearing member. Also, the Fund is subject to risk if it enters into a derivatives
transaction that is required to be cleared (or that the Adviser expects to be cleared), and no clearing member is willing or able to clear the transaction on the Fund&#146;s behalf. In those cases, the position might have to be terminated, and the
Fund could lose some or all of the benefit of the position, including loss of an increase in the value of the position and/or loss of hedging protection, or could realize a loss. In addition, the documentation governing the relationship between the
Fund and clearing members is drafted by the clearing members and generally is less favorable to the Fund than typical bilateral derivatives documentation. While futures contracts entail similar risks, the risks likely are more pronounced for cleared
swaps due to their more limited liquidity and the short market history of clearing houses. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Counterparty risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will be subject to credit risk presented by another party (whether a clearing corporation in the case of exchange-traded or cleared
instruments or another third party in the case of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> instruments) that promises to honor an obligation to the Fund with respect to the derivative contracts
and other instruments, such as repurchase and reverse repurchase agreements, entered into by the Fund. If such a party becomes bankrupt or insolvent or otherwise fails or is unwilling to perform its obligations to the Fund due to financial
difficulties or for other reasons, the Fund may experience significant losses or delays in realizing on any collateral the counterparty has provided in respect of the counterparty&#146;s obligations to the Fund or recovering collateral that the Fund
has provided and is entitled to recover. In addition, in the event of the bankruptcy, insolvency or other event of default (<I>e.g.</I>, cross-default) of a counterparty to a derivative transaction, the derivative transaction would typically be
terminated at its fair market value. If the Fund is owed this fair market value in the termination of the derivative transaction and its claim is unsecured, the Fund will likely be treated as a general creditor of such counterparty. The Fund may
obtain only a limited recovery or may obtain no recovery in such circumstances. Counterparty risk with respect to certain exchange-traded and <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT>
derivatives may be further complicated by U.S. financial reform legislation. Subject to certain U.S. federal income tax limitations, the Fund is not subject to any limit with respect to the number or the value of transactions they can enter into
with a single counterparty. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Structured products and structured notes risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Generally, structured investments are interests in entities organized and operated for the purpose of restructuring the investment
characteristics of underlying investment interests or securities. These investment entities may be structured as trusts or other types of pooled investment vehicles. This type of restructuring generally involves the deposit with or purchase by an
entity of the underlying investments and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying investments or referencing an indicator related to such investments. The cash flow or
rate of return on the underlying investments may be apportioned among the newly issued securities to create different investment characteristics, such as varying maturities, credit quality, payment priorities and interest rate provisions. Structured
products include, among other things, CDOs, mortgage-backed securities, other types of asset-backed securities and certain types of structured notes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The cash flow or rate of return on a structured investment may be determined by applying a multiplier to the rate of total return on the
underlying investments or referenced indicator. Application of a multiplier is comparable to the use of financial leverage, a speculative technique. Leverage magnifies the potential for gain and the risk of loss. As a result, a relatively small
decline in the value of the underlying investments or referenced indicator could result in a relatively large loss in the value of a structured product. Holders of structured products indirectly bear risks associated with the underlying investments,
index or reference obligation, and are subject to counterparty risk. The Fund generally has the right to receive payments to which it is entitled only from the structured product, and generally does not have direct rights against the issuer. While
certain structured investment vehicles enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured vehicles generally pay
their share of the investment vehicle&#146;s administrative and other expenses. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Structured products are generally privately offered and
sold, and thus, are not registered under the securities laws. Certain structured products may be thinly traded or have a limited trading market and may have the effect of increasing the Fund&#146;s illiquidity to the extent that the Fund, at a
particular point in time, may be unable to find qualified buyers for these securities. In addition to the general risks associated with fixed income securities discussed herein, structured products carry additional risks including, but not limited
to: (i)&nbsp;the possibility that distributions from underlying investments will not be adequate to make interest or other payments; (ii)&nbsp;the quality of the underlying investments may decline in value or default; (iii)&nbsp;the possibility that
the security may be subordinate to other classes of the issuer&#146;s securities; and (iv)&nbsp;the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected
investment results. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Structured notes are derivative securities for which the amount of principal repayment and/or interest payments is
based on the movement of one or more &#147;factors.&#148; These factors may include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate or LIBOR), referenced bonds and stock indices. Some of these factors
may or may not correlate to the total rate of return on one or more underlying instruments referenced in such notes. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In some cases, the impact of the movements of these factors may increase or decrease through
the use of multipliers or deflators. Investments in structured notes involve risks including interest rate risk, credit risk and market risk. Depending on the factor used and the use of multipliers or deflators, changes in interest rates and
movement of the factor may cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest rate on the structured note to be reduced to zero and any further changes in the reference
instrument may then reduce the principal amount payable on maturity. In the case of structured notes where the reference instrument is a debt instrument, such as credit-linked notes, the Fund will be subject to the credit risk of the issuer of the
reference instrument and the issuer of the structured note. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser manages a wide variety of accounts and investment strategies.
Investments made on behalf of one client or strategy can raise conflict of interest issues with other of the Adviser&#146;s clients or strategies. For example, the Adviser may cause a client to purchase an issuer&#146;s debt security and cause
another client to purchase a different debt security of the same issuer, such as a different bond of the issuer or different tranche of a mortgage-backed security that is subordinated to the investment held by other clients. Please refer to the
section of the SAI entitled &#147;Portfolio Managers &#151; Conflicts of Interest&#148; for more information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Equity securities, small- and <FONT
STYLE="white-space:nowrap">mid-capitalization</FONT> companies and related market risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market price of common stocks and other
equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
See &#147;Principal Risk Factors&#150;&#150;Issuer risk.&#148; The values of equity securities may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic
conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They also may decline due to factors which affect a particular industry or industries, such as labor
shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than bonds and other debt securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Confidential information access risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
managing the Fund, the Adviser may seek to avoid the receipt of material, <FONT STYLE="white-space:nowrap">non-public</FONT> information (&#147;Confidential Information&#148;) about the issuers of floating rate loans or other investments being
considered for acquisition by the Fund or held in the Fund&#146;s portfolio if the receipt of the Confidential Information would restrict one or more of the Adviser&#146;s clients, including, potentially, the Fund, from trading in securities they
hold or in which they may invest. In many instances, issuers offer to furnish Confidential Information to prospective purchasers or holders of the issuer&#146;s loans or other securities. In circumstances when the Adviser declines to receive
Confidential Information from these issuers, the Fund may be disadvantaged in comparison to other investors, including with respect to evaluating the issuer and the price the Fund would pay or receive when it buys or sells those investments, and the
Fund may not take advantage of investment opportunities that it otherwise might have if it had received such Confidential Information. Further, in situations when the Fund is asked, for example, to grant consents, waivers or amendments with respect
to such investments, the Adviser&#146;s ability to assess such consents, waivers and amendments may be compromised. In certain circumstances, the Adviser may determine to receive Confidential Information, including on behalf of clients other than
the Fund. Receipt of Confidential Information by the Adviser could limit the Fund&#146;s ability to sell certain investments held by the Fund or pursue certain investment opportunities on behalf of the Fund, potentially for a substantial period of
time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Other investment companies risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As a shareholder in an investment company, the Fund will bear its ratable share of that investment company&#146;s expenses, and would remain
subject to payment of the Fund&#146;s investment management fees with respect to the assets so invested. Common Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. In
addition, these other investment companies may use leverage, in which case an investment would subject the Fund to additional risks associated with leverage. See &#147;Principal Risk Factors&#150;&#150;Leverage risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Restricted securities, Rule 144A/Regulation S securities risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may hold securities that the Fund is prevented or limited by law or the terms of an agreement from selling (a &#147;restricted
security&#148;). To the extent that the Fund is permitted to sell a restricted security, there can be no assurance that a trading market will exist at any particular time and the Fund may be unable to dispose of the security promptly at reasonable
prices or at all. The Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting registration. Also, restricted securities may be difficult to value because market quotations may not be
readily available, and the values of restricted securities may have significant volatility. Limitations on the resale of restricted securities may have an adverse effect on their marketability, and may prevent the Fund from disposing of them
promptly at reasonable prices. The Fund may have to bear the expense of registering such securities for resale and the risk of substantial delays in effecting such registration. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Inflation/deflation risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Inflation risk is the risk that the value of assets or income from the Fund&#146;s investments will be worth less in the future as inflation
decreases the value of payments at future dates. As inflation increases, the real value of the Fund&#146;s portfolio could decline. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect
on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund&#146;s portfolio. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liquidity risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Liquidity risk is the
risk that the Fund may invest in securities that trade in lower volumes and may be less liquid than other investments or that the Fund&#146;s investments may become less liquid in response to market developments or adverse investor perceptions.
Illiquidity may be the result of, for example, low trading volumes, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing positions. When there is no willing buyer and
investments cannot be readily sold or closed out, the Fund may have to sell an investment at a substantially lower price than the price at which the Fund last valued the investment for purposes of calculating its NAV or may not be able to sell the
investments at all, each of which would have a negative effect on the Fund&#146;s performance and may cause the Fund to hold an investment longer than the Adviser would otherwise determine. In addition, if the Fund sells investments with extended
settlement times (<I>e.g.</I>, certain kinds of loans (see Principal Risk Factors&#150;&#150; &#147;Loan risk&#148;)), the settlement proceeds from the sales will not be available to the Fund for a substantial period of time. The Fund may be forced
to sell other investment positions with shorter settlement cycles when the Fund would not otherwise have done so, which may adversely affect the Fund&#146;s performance. Additionally, the market for certain investments may become illiquid under
adverse market or economic conditions (<I>e.g.</I>, if interest rates rise or fall significantly, if there is significant inflation or deflation, increased selling of debt securities generally across other funds, pools and accounts, changes in
investor perception, or changes in government intervention in the financial markets) independent of any specific adverse changes in the conditions of a particular issuer. In such cases, shares of the Fund, due to the difficulty in purchasing and
selling such securities or instruments, may decline in value or the Fund may be unable to achieve its desired level of exposure to a certain issuer or sector. During periods of substantial market disruption, a large portion of the Fund&#146;s assets
could potentially experience significant levels of illiquidity. The values of illiquid investments are often more volatile and may be more difficult to fair value than those of more liquid comparable investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Market disruption and geopolitical risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Various market risks can affect the price or liquidity of an issuer&#146;s securities in which the Fund may invest. Returns from the
securities in which the Fund invests may underperform returns from the various general securities markets. Different types of securities tend to go through cycles of outperformance and underperformance in comparison to the general securities
markets. Adverse events occurring with respect to an issuer&#146;s performance or financial position can depress the value of the issuer&#146;s securities. The liquidity in a market for a particular security will affect its value and may be affected
by factors relating to the issuer, as well as the depth of the market for that security. Other market risks that can affect value include a market&#146;s current attitudes about types of securities, market reactions to political or economic events,
including litigation, and tax and regulatory effects (including lack of adequate regulations for a market or particular type of instrument). During periods of severe market stress, it is possible that the market for certain investments held by the
Fund, such as loans, may become highly illiquid. In such an event, the Fund may find it difficult to sell the investments it holds, and, for those investments it is able to sell in such circumstances, the sale price may be significantly lower than,
and the trade settlement period may be longer than, anticipated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Markets may, in response to governmental actions or intervention,
political, economic or market developments, or other external factors, experience periods of high volatility and reduced liquidity. During those periods, the Fund may have to sell securities at times when it would otherwise not do so, and
potentially at unfavorable prices. Securities may be difficult to value during such periods. These risks may be heightened for fixed income securities due to the current low interest rate environment. The United States and other governments and the
Federal Reserve and certain foreign central banks have taken steps in the past to support financial markets. The withdrawal of support, failure of efforts in response to a financial crisis, or investor perception that those efforts are not
succeeding could negatively affect financial markets generally as well as the values and liquidity of certain securities. Federal, state, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect
the regulation of the securities in which the Fund invests or the issuers of such securities in ways that are unforeseeable. Legislation or regulation also may change the way in which the Fund or the Adviser are regulated. Such legislation,
regulation, or other government action could limit or preclude the Fund&#146;s ability to achieve its investment objectives and affect the Fund&#146;s performance. Political, social or financial instability, civil unrest and acts of terrorism are
other potential risks that could adversely affect an investment in a security or in markets or issuers generally. In addition, political developments in foreign countries or the United States may at times subject such countries to sanctions from the
U.S. government, foreign governments and/or international institutions that could negatively affect the Fund&#146;s investments in issuers located in, doing business in or with assets in such countries. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Portfolio turnover risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The length of time the Fund has held a particular security is not generally a consideration in investment decisions. A change in the
securities held by the Fund is known as portfolio turnover. Portfolio turnover generally involves a number of direct and indirect costs and expenses to the Fund, including, for example, brokerage commissions, dealer
<FONT STYLE="white-space:nowrap">mark-ups</FONT> and bid/ask spreads, and transaction costs on the sale of securities and reinvestment in other securities, and may result in the realization of taxable capital gains (including short-term capital
gains, which are generally taxable to shareholders subject to tax at ordinary income rates). Portfolio turnover risk includes the risk that frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in
larger distributions of taxable capital gains to investors as compared to a fund that trades less frequently. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Legal and regulatory risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Legal, tax and regulatory changes (which may apply with retroactive effect) could occur and may adversely affect the Fund and its ability to
pursue its investment strategies and/or increase the costs of implementing such strategies. New (or revised) laws or regulations may be imposed by the CFTC, the SEC, the Internal Revenue Service (&#147;IRS&#148;), the U.S. Federal Reserve or other
banking regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. In particular, these agencies are implementing a variety of new rules pursuant
to financial reform legislation in the United States. The EU and some other countries are implementing similar requirements. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by
these governmental regulatory authorities or self-regulatory organizations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the securities and futures markets are subject
to comprehensive statutes, regulations and margin requirements. The CFTC, the SEC, the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized under these statutes, regulations and
otherwise to take extraordinary actions in the event of market emergencies. The Fund and the Adviser have historically been eligible for exemptions from certain regulations. However, there is no assurance that the Fund and the Adviser will continue
to be eligible for such exemptions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SEC has in the past adopted interim rules requiring reporting of all short positions above a
certain de minimis threshold and may adopt rules requiring monthly public disclosure in the future. In addition, other <FONT STYLE="white-space:nowrap">non-U.S.</FONT> jurisdictions where the Fund may trade have adopted reporting requirements. If
the Fund&#146;s short positions or its strategy become generally known, it could have a significant effect on the Adviser&#146;s ability to implement its investment strategy. In particular, it would make it more likely that other investors could
cause a short squeeze in the securities held short by the Fund forcing the Fund to cover its positions at a loss. Such reporting requirements may also limit the Adviser&#146;s ability to access management and other personnel at certain companies
where the Adviser seeks to take a short position. In addition, if other investors engage in copycat behavior by taking positions in the same issuers as the Fund, the cost of borrowing securities to sell short could increase drastically and the
availability of such securities to the Fund could decrease drastically. Such events could make the Fund unable to execute its investment strategy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Rules implementing the credit risk retention requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
&#147;Dodd-Frank Act&#148;) for asset-backed securities require the sponsor of certain securitization vehicles (or a majority owned affiliate of such sponsor) to retain, and to refrain from transferring, selling, conveying to a third party, or
hedging the credit risk on a portion of the assets transferred, sold, or conveyed through the issuance of the asset-backed securities of such vehicle, subject to certain exceptions. These requirements may increase the costs to originators,
securitizers, and, in certain cases, collateral managers of securitization vehicles in which the Fund may invest, which costs could be passed along to the Fund as an investor in such vehicles. In addition, the costs imposed by the risk retention
rules on originators, securitizers and/or collateral managers may result in a reduction of the number of new offerings of asset-backed securities and thus in fewer investment opportunities for the Fund. A reduction in the number of new
securitizations could also reduce liquidity in the markets for certain types of financial assets that are typically held by securitization vehicles, which in turn could negatively affect the returns on the Fund&#146;s investment in asset-backed
securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tax risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund has
elected to be treated as a regulated investment company (&#147;RIC&#148;) under the Code and intends each year to qualify and be eligible to be treated as such. If the Fund qualifies as a RIC, it generally will not be subject to U.S. federal income
tax on its net investment income or net short-term or long-term capital gains, distributed (or deemed distributed) to shareholders, provided that, for each taxable year, the Fund distributes (or is treated as distributing) to its shareholders an
amount equal to or exceeding 90% of its &#147;investment company taxable income&#148; as that term is defined in the Code (which includes, among other things, dividends, taxable interest and the excess of any net short-term capital gains over net
long-term capital losses, as reduced by certain deductible expenses). The Fund intends to distribute all or substantially all of its investment company taxable income and net capital gain each year. In order for the Fund to qualify as a RIC in any
taxable year, the Fund must meet certain asset diversification tests and at least 90% of its gross income for such year must be certain types of qualifying income. If for any taxable year the Fund were to fail to meet the income or diversification
test described above, the Fund could in some cases cure the failure, including by paying a fund-level tax and, in the case of a diversification test failure, disposing of certain assets. Some of the income and gain that the Fund may recognize, such
as income </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
and gain from real estate assets received upon foreclosure of a loan held by the Fund, generally does not constitute qualifying income, and whether certain other income and gain that the Fund may
recognize constitutes qualifying income is not certain. The Fund&#146;s investments therefore may be limited by the Fund&#146;s intention to qualify as a RIC and may bear on the Fund&#146;s ability to so qualify. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were ineligible to or otherwise did not cure such failure for any year, or were otherwise to fail to qualify as a RIC accorded
special tax treatment in any taxable year, it would be treated as a corporation subject to U.S. federal income tax, thereby subjecting any income earned by the Fund to tax at the corporate level and, when such income is distributed, to a further tax
as dividends at the shareholder level to the extent of the Fund&#146;s current or accumulated earnings and profits. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Repurchase agreements risk
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the event of a default or bankruptcy by a selling financial institution under a repurchase agreement, the Fund will seek to sell
the underlying security serving as collateral. However, this could involve certain costs or delays, and, to the extent that proceeds from any sale were less than the repurchase price, the Fund could suffer a loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Zero-coupon bond risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Zero-coupon bonds
are issued at a significant discount from their principal amount in lieu of paying interest periodically. Because <FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds do not pay current interest in cash, their value is subject to greater
fluctuation in response to changes in market interest rates than bonds that pay interest currently. Zero-coupon bonds allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, such bonds may involve greater
credit risks than bonds paying interest currently in cash. The Fund is required to accrue interest income on such investments and to distribute such amounts at least annually to shareholders even though the investments do not make any current
interest payments. Thus, it may be necessary at times for the Fund to liquidate other investments in order to satisfy its distribution requirements under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">Anti-takeover</FONT> provisions risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Amended and Restated Agreement and Declaration of Trust (the &#147;Declaration of Trust&#148;) includes provisions that could
limit the ability of other entities or persons to acquire control of the Fund or to convert the Fund to <FONT STYLE="white-space:nowrap">open-end</FONT> status. See &#147;Anti-Takeover and Other Provisions in the Declaration of Trust&#148; and
&#147;Repurchase of Common Shares; Conversion to <FONT STYLE="white-space:nowrap">Open-End</FONT> Fund.&#148; These provisions in the Declaration of Trust could have the effect of depriving the Common Shareholders of opportunities to sell their
Common Shares at a premium over the then-current market price of the Common Shares or at NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Real estate risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent that the Fund invests in real estate related investments, including REITs, real estate-related loans or real-estate linked
derivative instruments, it will be subject to the risks associated with owning real estate and with the real estate industry generally. These include difficulties in valuing and disposing of real estate, the possibility of declines in the value of
real estate, risks related to general and local economic conditions, the possibility of adverse changes in the climate for real estate, environmental liability risks, the risk of increases in property taxes and operating expenses, possible adverse
changes in zoning laws, the risk of casualty or condemnation losses, limitations on rents, the possibility of adverse changes in interest rates and in the credit markets and the possibility of borrowers paying off mortgages sooner than expected,
which may lead to reinvestment of assets at lower prevailing interest rates. To the extent that the Fund invests in REITs, it will also be subject to the risk that a REIT may default on its obligations or go bankrupt. By investing in REITs
indirectly through the Fund, a shareholder will indirectly bear his or her proportionate share of the expenses of the REITs. The Fund&#146;s investments in REITs could cause the Fund to recognize income in excess of cash received from those
securities and, as a result, the Fund may be required to sell portfolio securities, including when it is not advantageous to do so, in order to make distributions. An investment in a REIT or a real estate-linked derivative instrument that is linked
to the value of a REIT is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for the favorable tax treatment applicable to REITs under the Code. In
addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of a REIT may contain provisions that make changes in
control of the REIT difficult and time-consuming. Finally, private REITs are not traded on a national securities exchange. As such, these products may be illiquid. This reduces the ability of the Fund to redeem its investment early. Private REITs
are also generally harder to value and may bear higher fees than public REITs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LIBOR risk </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the London
Interbank Offered Rate, or &#147;LIBOR.&#148; LIBOR is the offered rate at which major international banks can obtain wholesale, unsecured funding, and LIBOR may be available for different durations (<I>e.g.</I>, 1 month or 3 months) and for
different currencies. LIBOR may be a significant factor in determining the Fund&#146;s payment obligations under a derivative investment, the cost of financing to the </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
Fund or an investment&#146;s value or return to the Fund, and may be used in other ways that affect the Fund&#146;s investment performance. In July 2017, the Financial Conduct Authority, the
United Kingdom&#146;s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that
time. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the
transition process nor its ultimate success can yet be known. The transition process might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of
some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments. While some LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative
rate-setting methodology and/or increased costs for certain LIBOR-related instruments or financing transactions, not all may have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative
methodologies, resulting in prolonged adverse market conditions for the Fund. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021. There also remains
uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. All of the aforementioned may adversely affect the Fund&#146;s performance or NAV. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Unrated securities risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unrated
securities (which are not rated by a rating agency) may be less liquid than comparable rated securities and involve the risk that the Adviser may not accurately evaluate the security&#146;s comparative credit rating and value. To the extent that the
Fund invests in unrated securities, the Fund&#146;s success in achieving its investment objectives may depend more heavily on the Adviser&#146;s creditworthiness analysis than if the Fund invested exclusively in rated securities. Some or all of the
unrated instruments in which the Fund may invest will involve credit risk comparable to or greater than that of rated debt securities of below investment grade quality. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Operational and information security risks </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund and its service providers depend on complex information technology and communications systems to conduct business functions, making
them susceptible to operational and information security risks. For example, design or system failures or malfunctions, human error, faulty software or data processing systems, power or communications outages, acts of God, or cyber-attacks may lead
to operational disruptions and potential losses to the Fund. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential
information and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Fund or its Adviser, custodian, fund accountant, fund administrator, transfer agent, pricing vendors and/or other third party service
providers may adversely impact the Fund and its shareholders. For instance, cyber-attacks or other operational issues may interfere with the processing of shareholder transactions, impact the Fund&#146;s ability to calculate its NAV, cause the
release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or
additional compliance costs. The Fund also may incur substantial costs for cybersecurity risk management in order to guard against any cyber incidents in the future. In general, cyber-attacks result from deliberate attacks but unintentional events
may have effects similar to those caused by cyber-attacks. Similar types of risks also are present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the
Fund&#146;s investment in such securities to lose value. In addition, cyber-attacks involving a counterparty to the Fund could affect such a counterparty&#146;s ability to meets it obligations to the Fund, which may result in losses to the Fund and
its shareholders. In addition, the adoption of work-from-home arrangements by the Fund, the Adviser or its service providers could increase all of the above risks, create additional data and information accessibility concerns, and make the Fund, the
Adviser or its service providers more susceptible to operational disruptions, any of which could adversely impact their operations. While the Fund or its service providers may have established business continuity plans and systems designed to guard
against such operational failures and cyber-attacks and the adverse effects of such events, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified, in large part because
different or unknown threats or risks may emerge in the future. The Adviser and the Fund do not control the business continuity and cybersecurity plans and systems put in place by third-party service providers, and such third-party service providers
may have no or limited indemnification obligations to the Adviser or the Fund. </P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
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<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_2"></A>Summary of Fund Expenses </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table is intended to assist investors in understanding the fees and expenses (annualized) that an investor in
Common Shares of the Fund would bear, directly or indirectly, as a result of an offering. The table reflects the use of leverage in the form of borrowings (<I>e.g.</I>, loans, lines of credit) in an amount equal to 32.28% of the Fund&#146;s total
assets (including the amounts of leverage obtained through such borrowings), and shows Fund expenses as a percentage of net assets attributable to Common Shares. The extent of the Fund&#146;s assets attributable to leverage following an offering,
and the Fund&#146;s associated expenses, are likely to vary (perhaps significantly) from these assumptions. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><B>Shareholder Transaction Expenses</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>Percentage of Offering Price</B></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Sales Load Paid by Investors<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">[ ]</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Offering Expenses Borne by the Fund<SUP STYLE="font-size:85%; vertical-align:top">
(2)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">[ ]</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Dividend Reinvestment Plan Fees<SUP STYLE="font-size:85%; vertical-align:top">(3)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">None</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><B>Annual Expenses</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>Percentage of Net Assets Attributable to Common Shares</B></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Management Fees<SUP STYLE="font-size:85%; vertical-align:top">(4)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.37%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Administration Fees<SUP STYLE="font-size:85%; vertical-align:top">(5)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.07%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Interest Expense on Borrowed Funds</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.41%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Other Expenses<SUP STYLE="font-size:85%; vertical-align:top">(6) </SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.06%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total Annual Expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.91%</TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">In the event that the Common Shares to which this Prospectus relates are sold to or through agents,
underwriters or dealer managers, a corresponding prospectus supplement will disclose the applicable sales load or commission. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The related prospectus supplement will disclose the estimated amount of offering expenses, the offering
price and the offering expenses borne by the Fund and indirectly by all of its Common Shareholders as a percentage of the offering price. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(3)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">You will pay brokerage charges if you direct your broker or the plan agent to sell your Common Shares that
you acquired pursuant to a dividend reinvestment plan. You will also bear a pro rata share of brokerage commissions incurred in connection with open-market purchases pursuant to the Fund&#146;s Dividend Reinvestment Plan. See &#147;Dividend
Reinvestment Plan.&#148; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(4)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The Fund pays the Adviser a monthly management fee for its investment management services in an amount equal
to 1.00% of the Fund&#146;s average daily total managed assets. In accordance with the requirements of the Commission, the table above shows the Fund&#146;s management fee as a percentage of average net assets, which reflects the Fund&#146;s use of
leverage. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(5)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The Master Services Agreement between the Fund, TSC and the Administrator obligates the Fund to pay the
Administrator a fee of 0.05% of the Fund&#146;s average total managed assets for providing administration, bookkeeping, pricing, and other services to the Fund. The Administrator will also be reimbursed by the Fund for
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses that are reasonably incurred by USBGFS and TSC in performing their duties under the Master Services Agreement. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(6)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Other expenses are estimated for the Fund&#146;s current fiscal year ending September&nbsp;30, 2020.
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The purpose of the tables above is to help you understand the fees and expenses that you, as a Common
Shareholder, would bear directly or indirectly. The expenses shown in the table and related footnotes are based on estimated amounts for the Fund&#146;s current fiscal year of operations and current market conditions. See &#147;Management of the
Fund&#148; and &#147;Dividend Reinvestment Plan.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>EXAMPLE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">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 (a)&nbsp;the Fund&#146;s total annual expenses are 1.91% of net assets attributable to Common Shares in years 1 through 10 (assuming the Fund obtains leverage through borrowings in an amount equal to 32.28% of
the Fund&#146;s total assets) and (b)&nbsp;a 5% annual return<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP>: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="74%"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD style="width:14pt"></TD>
<TD></TD>
<TD></TD>
<TD style="width:14pt"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD style="width:16pt"></TD>
<TD></TD>
<TD></TD>
<TD style="width:16pt"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD style="width:16pt"></TD>
<TD></TD>
<TD></TD>
<TD style="width:16pt"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD style="width:18pt"></TD>
<TD></TD>
<TD></TD>
<TD style="width:18pt"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="4" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>1&nbsp;Year</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="4" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>3&nbsp;Years</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="4" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>5&nbsp;Years</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="4" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>10&nbsp;Years</B></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="5"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total Expenses Incurred</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" >&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">19</TD>
<TD NOWRAP VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" >&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">60</TD>
<TD NOWRAP VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" >&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">103</TD>
<TD NOWRAP VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" >&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">223</TD>
<TD NOWRAP VALIGN="bottom"></TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify"><B>The example above should not be considered a representation of future expenses. Actual expenses may be
higher or lower than those shown</B>. The example assumes that the estimated interest expense on borrowed funds and &#147;Other expenses&#148; set forth in the Annual Expenses table are accurate, that the rates listed under &#147;Total Annual
Expenses&#148; remain the same each year and that all dividends and distributions are reinvested at NAV. Actual expenses may be greater or less than those assumed. Moreover, the Fund&#146;s actual rate of return may be greater or less than the
hypothetical 5% annual return shown in the example. In connection with an offering of Common Shares, the prospectus supplement will set forth an example including sales load and estimated offering costs. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Financial Highlights </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table illustrates the financial performance for a common share outstanding of the Fund throughout each period
listed below. Except where indicated otherwise, this information has been audited by Deloitte&nbsp;&amp; Touche LLP, the Fund&#146;s independent registered public accounting firm. Its report and the Fund&#146;s financial statements are included in
the Fund&#146;s most recent annual report to shareholders, which is available upon request. The Fund&#146;s September&nbsp;30, 2019 <A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312519305174/d776049dncsr.htm">annual report</A> and
March&nbsp;31, 2020 <A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312520155933/d895260dncsrs.htm">semi-annual report</A> are incorporated by reference. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="31%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><B>CLASS I</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><B>Period&nbsp;Ended<BR>March&nbsp;31,&nbsp;2020<BR>(Unaudited)</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Year&nbsp;Ended<BR>September&nbsp;30,</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>2019</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Year&nbsp;Ended<BR>September&nbsp;30,</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>2018</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Year&nbsp;Ended<BR>September&nbsp;30,</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>2017</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Year&nbsp;Ended<BR>September&nbsp;30,</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>2016</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Year&nbsp;Ended<BR>September&nbsp;30,</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>2015</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><B>Year Ended<BR>September&nbsp;30,<BR>2014</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><B>Period Ended<BR>September&nbsp;30,<BR>2013<SUP STYLE="font-size:85%; vertical-align:top">1</SUP></B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Net Asset Value, Beginning of Period</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">19.24</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">20.47</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">21.85</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">20.55</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">19.80</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">23.17</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">22.24</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">23.82</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9"><SUP STYLE="font-size:85%; vertical-align:top">2</SUP>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>INCOME (LOSS) FROM INVESTMENT OPERATIONS:</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" BGCOLOR="#d9d9d9"></TD>
<TD HEIGHT="8" COLSPAN="4" BGCOLOR="#d9d9d9"></TD>
<TD HEIGHT="8" COLSPAN="4" BGCOLOR="#d9d9d9"></TD>
<TD HEIGHT="8" COLSPAN="4" BGCOLOR="#d9d9d9"></TD>
<TD HEIGHT="8" COLSPAN="4" BGCOLOR="#d9d9d9"></TD>
<TD HEIGHT="8" COLSPAN="4" BGCOLOR="#d9d9d9"></TD>
<TD HEIGHT="8" COLSPAN="4" BGCOLOR="#d9d9d9"></TD>
<TD HEIGHT="8" COLSPAN="4" BGCOLOR="#d9d9d9"></TD>
<TD HEIGHT="8" COLSPAN="4" BGCOLOR="#d9d9d9"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Net Investment Income (Loss)<SUP STYLE="font-size:85%; vertical-align:top">3</SUP></TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">0.86</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1.77</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1.80</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1.75</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1.71</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1.85</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1.78</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">0.56</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Net Gain (Loss) on Investments (Realized and Unrealized)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">(6.28</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">)&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">(1.20</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">)&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">(1.34</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">)&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">1.36</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">0.93</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">(3.32</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">)&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">0.95</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">(1.55</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">)&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Total from Investment Operations</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(5.42</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">0.57</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">0.46</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">3.11</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2.64</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(1.47</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2.73</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(0.99</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>LESS DISTRIBUTIONS:</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Distributions from Net Investment Income</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(0.94</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(1.80</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(1.82</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(1.81</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(1.89</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(1.90</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(1.80</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(0.59</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Distribution from Return of Capital</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">-</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">-</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">(0.02</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">)&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">-</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">-</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><SUP STYLE="font-size:85%; vertical-align:top">8</SUP>&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">-</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">-</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">(0.01</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">)&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Total Distributions</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">(0.94</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">(1.80</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">(1.84</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">(1.81</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">(1.89</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">(1.90</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">(1.80</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">)&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">(0.60</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">)&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Net Asset Value, End of Period</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">12.88</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">19.24</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">20.47</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">21.85</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">20.55</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">19.80</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">23.17</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">22.24</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Market Price, End of Period</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">13.34</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">19.92</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">20.20</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">21.25</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">19.15</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">17.29</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">21.65</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">21.95</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Total Return on Net Asset Value<SUP STYLE="font-size:85%; vertical-align:top">4</SUP></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(29.67</TD>
<TD NOWRAP VALIGN="bottom">)%<SUP STYLE="font-size:85%; vertical-align:top">7</SUP>&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.92</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.22</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">15.83</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">14.66</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(6.77</TD>
<TD NOWRAP VALIGN="bottom">)%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12.66</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(4.16</TD>
<TD NOWRAP VALIGN="bottom">)%<SUP STYLE="font-size:85%; vertical-align:top">7</SUP>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Total Return on Market Price<SUP STYLE="font-size:85%; vertical-align:top">5 </SUP></TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(29.44</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)%<SUP STYLE="font-size:85%; vertical-align:top">7</SUP>&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">8.14</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">4.06</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">21.33</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">23.32</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(12.20</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">7.21</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">(9.73</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">)%<SUP STYLE="font-size:85%; vertical-align:top">7</SUP>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>SUPPLEMENTAL DATA:</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Net Assets, End of Period (000&#146;s)</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1,311,595</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1,954,168</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2,075,520</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2,214,033</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2,083,218</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2,006,694</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2,348,616</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">$</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2,253,982</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>RATIOS TO AVERAGE NET ASSETS:</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" BGCOLOR="#d9d9d9">Expenses, including interest expense</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2.58</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%<SUP STYLE="font-size:85%; vertical-align:top">6</SUP>&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">3.00</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2.80</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2.38</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2.26</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2.27</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">2.17</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" ALIGN="right">1.74</TD>
<TD NOWRAP VALIGN="bottom" BGCOLOR="#d9d9d9">%<SUP STYLE="font-size:85%; vertical-align:top">6</SUP>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Net Investment Income (Loss)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.11</TD>
<TD NOWRAP VALIGN="bottom">%<SUP STYLE="font-size:85%; vertical-align:top">6</SUP>&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8.91</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8.52</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8.30</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8.97</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8.41</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">7.71</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5.71</TD>
<TD NOWRAP VALIGN="bottom">%<SUP STYLE="font-size:85%; vertical-align:top">6</SUP>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">Portfolio Turnover Rate</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">19</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">%<SUP STYLE="font-size:85%; vertical-align:top">7</SUP>&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">40</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">35</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">47</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">35</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">51</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">55</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">%&nbsp;</TD>
<TD VALIGN="bottom" BGCOLOR="#d9d9d9" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9" ALIGN="right">5</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" BGCOLOR="#d9d9d9">%<SUP STYLE="font-size:85%; vertical-align:top">7</SUP>&nbsp;</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">1</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">The Fund commenced operations on April&nbsp;26, 2013. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">2</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Net Asset Value, Beginning of Period, reflects a deduction of $1.17 per share of sales load and offering
expenses from the initial public offering price of $25.00 per share. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">3</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Calculated based on average shares outstanding during the period. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">4</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Total return on Net Asset Value is computed based upon the Net Asset Value of common stock on the first
business day and the closing Net Asset Value on the last business day of the period. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund&#146;s dividend reinvestment plan. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">5</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Total return on Market Price is computed based upon the New York Stock Exchange market price of the
Fund&#146;s shares and excludes the effect of brokerage commissions. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund&#146;s dividend reinvestment plan. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">6</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Annualized. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">7</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Not Annualized. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">8</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Less than $0.005 per share. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table sets forth information regarding the Fund&#146;s outstanding
senior securities as of the end of each of the Fund&#146;s last ten fiscal years, as applicable. The information in the table shown below has been audited by Deloitte&nbsp;&amp; Touche LLP, the Fund&#146;s independent registered public accounting
firm. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="78%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="86%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom"><B>Fiscal year/period ended:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><B>Total Amount<BR>Outstanding<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Asset&nbsp;Coverage</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>per $1,000 of<BR>Senior&nbsp;Securities</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><B>Average&nbsp;Market<BR>Value per<BR>$1,000 of Senior<BR>Securities<BR>(Excluding<BR>Bank Loans)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><B>Type&nbsp;of&nbsp;Senior<BR>Security</B></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$871,990,353</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3,241</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">N/A</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Loan</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$952,272,979</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3,180</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">N/A</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Loan</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2017</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$900,100,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3,460</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">N/A</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Loan</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2016</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$770,045,169</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3,705</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">N/A</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Loan</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2015</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$925,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3,169</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">N/A</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Loan</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2014</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$1,010,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3,325</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">N/A</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Loan</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2013*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$1,000,840,048</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3,252</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">N/A</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Loan</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:7%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">* The Fund commenced operations on April&nbsp;26, 2013. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:7%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP> Includes accrued interest payable on amounts
outstanding as of the relevant fiscal year/period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_3"></A>The Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund is a diversified, <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company registered under
the 1940 Act. The Fund was organized as a Massachusetts business trust on January&nbsp;10, 2013, pursuant to an Agreement and Declaration of Trust, which is governed by the laws of The Commonwealth of Massachusetts. The Fund commenced operations on
April&nbsp;26, 2013, following the initial public offering of its Common Shares. The Fund&#146;s principal office is located at 333 South Grand Avenue, Suite 1800, Los Angeles, CA 90071, and its telephone number is (877)&nbsp;DLine11 <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311).</FONT></FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_4"></A>Use of Proceeds
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The net proceeds of the offering of Common Shares will be invested in accordance with the Fund&#146;s investment
objectives and policies as set forth below. It is presently anticipated that the Fund will be able to invest substantially all of the net proceeds in investments that meet its investment objectives and policies within approximately 30 days of
receipt by the Fund, depending on the amount and timing of proceeds available to the Fund as well as the availability of investments consistent with the Fund&#146;s investment objectives and policies, except to the extent proceeds are held in cash
to pay dividends or expenses, or for temporary defensive purposes. Pending such investment, the proceeds may be invested in high quality, short-term securities and/or index futures contracts or similar derivative instruments designed to give the
Fund exposure to the securities and markets in which it intends to invest while DoubleLine selects specific investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_5">
</A>The Fund&#146;s Investment Objectives and Strategies </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>INVESTMENT OBJECTIVES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s primary investment objective is to seek high current income; its secondary objective is to seek capital
appreciation. The Fund cannot assure you that it will achieve its investment objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>PRINCIPAL INVESTMENT STRATEGIES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will seek to achieve its investment objectives by investing in a portfolio of investments selected for their
potential to provide high current income, growth of capital, or both. The Fund may invest in debt securities and other income-producing investments anywhere in the world, including in emerging markets. DoubleLine allocates the Fund&#146;s assets
among debt security market sectors, and among investments within those sectors, in an attempt to construct a portfolio providing the potential for a high level of current income and for capital appreciation consistent with what DoubleLine considers
an appropriate level of risk in light of market conditions prevailing at the time. In managing the Fund&#146;s investments, the Adviser uses a controlled risk approach. The techniques of this approach attempt to control the principal risk components
of the fixed-income markets and include consideration of: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149; security selection within a given debt
security market sector; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149; relative performance of the various market sectors; </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149; the shape of the yield curve; and </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149; fluctuations in the overall level of interest rates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine will select investments over time to implement its long-term strategic investment view. It also will buy and sell
securities opportunistically in response to short-term market, economic, political, or other developments or otherwise as opportunities may present themselves. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in debt securities and other income-producing investments based on DoubleLine&#146;s assessment of the
potential returns and risks of different sectors of the debt security markets and of particular securities and other investments. Such securities may include, by way of example, U.S. Government securities; debt securities issued by domestic or
foreign corporate or other issuers; obligations of foreign sovereigns or their agencies or instrumentalities; equity, mortgage, or hybrid REIT securities that trade on an exchange (<I>i.e.</I>, the Fund may not purchase REIT securities that do not
trade on an exchange); loans of any kind (including, among others, bank loans, senior loans, delayed funding loans, revolving credit facilities, assignments, participations, subordinated loans, <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">debtor-in-possession</FONT></FONT> loans, and exit facilities); municipal securities and other debt securities issued by states or local governments and their agencies, authorities and other government-sponsored
enterprises; CLOs; <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">payment-in-kind</FONT></FONT> securities; <FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds; inflation-indexed bonds; structured notes and other hybrid
instruments; convertible securities; credit-linked trust certificates; preferred securities; commercial paper; and cash and cash equivalents. The rate of interest on the debt and other income-producing investments that the Fund may purchase may be
fixed, floating, or variable. DoubleLine expects that the Fund will normally invest at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities and other income-producing investments anywhere in the world,
including emerging markets. DoubleLine expects that the Fund will normally not invest more than 50% of its total assets in a single debt security market sector (excluding U.S. Government securities), as determined by the Adviser. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in mortgage-backed securities of any kind. Mortgage-backed securities may include, among other things,
securities issued or guaranteed by the U.S. Government, its agencies, or its instrumentalities or sponsored corporations, or securities of domestic or foreign private issuers. Mortgage-backed securities may be issued or guaranteed by banks or other
financial institutions, special-purpose vehicles established for such purpose, or private issuers, or by government agencies or instrumentalities. Privately-issued mortgage-backed securities include any mortgage-backed security other than those
issued or guaranteed as to principal or interest by the U.S. Government or its agencies or instrumentalities. Mortgage-backed securities may include, without limitation, interests in pools of residential mortgages or commercial mortgages, and may
relate to domestic or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> mortgages. Mortgage-backed securities include, but are not limited to, securities representing interests in, collateralized or backed by, or whose values are determined in whole
or in part by reference to any number of mortgages or pools of mortgages or the payment experience of such mortgages or pools of mortgages, including REMICs, which could include <FONT STYLE="white-space:nowrap">Re-REMICs,</FONT> mortgage
pass-through securities, inverse floaters, CMOs, multiclass pass-through securities, private mortgage pass-through securities, and stripped mortgage securities (generally interest-only and principal-only securities). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in asset-backed securities that are not mortgage-backed securities, including securitizations of various <FONT
STYLE="white-space:nowrap">non-mortgage-related</FONT> receivables, such as, credit card and automobile finance receivables, student loans, airplane leases, installment loan contracts, home equity loans, and leases of various types of real and
personal property. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in any level of the capital structure of an issuer of mortgage-backed or
asset-backed securities, and in pools of loans through mortgage- or other asset-backed securities where a trust or other entity issues interests in the loans. The Fund&#146;s investments in loans and the loans underlying the asset-backed securities
and similar obligations in which the Fund may invest may include loans that contain fewer or less restrictive constraints on the borrower than certain other types of loans (&#147;covenant-lite&#148; loans). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will not normally invest more than 10% of its total assets in CLOs, and will normally not invest in equity tranches
of CLOs. The Fund will not normally invest more than 10% of its total assets in asset-backed securities that are not mortgage-backed securities, CLOs or obligations issued or guaranteed by the U.S. Government, its agencies, or its instrumentalities
or sponsored corporations. The Fund will not normally invest in collateralized debt obligations that are not mortgage-backed securities, asset-backed securities or CLOs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain mortgage- and other asset-backed securities in which the Fund may invest may represent an inverse interest-only class
of security for which the holders are entitled to receive no payments of principal and are entitled only to receive interest at a rate that will vary inversely with a specified index or reference rate, or a multiple thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest without limit in securities of issuers domiciled or organized in jurisdictions other than the United
States, including securities of issuers domiciled or organized in emerging market countries. The Fund intends to invest a significant portion of its assets in securities of issuers domiciled or organized in emerging market countries, although the
composition of the Fund&#146;s portfolio may change over time and from time to time such that a significant portion of the Fund&#146;s assets are not invested in securities of emerging markets issuers. The Fund may take positions in various foreign <FONT
STYLE="white-space:nowrap">(non-U.S.)</FONT> currencies, including by actual holdings of those currencies </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">35 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
and through forward, futures, swap, and option contracts with respect to foreign currencies, for hedging, or as a substitute for actual purchases or sales of the currencies in question; the Fund
may also invest in investments denominated in currencies other than the U.S. dollar if DoubleLine determines that such investments present favorable investment opportunities. The Fund may (but is not required to) attempt to hedge some of its
exposure to foreign currencies in order to reduce the risk of loss due to fluctuations in currency exchange rates relative to the U.S. dollar. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest without limit in securities rated below investment grade (securities rated Ba1 or below by Moody&#146;s
and BB+ or below by S&amp;P and Fitch) or unrated securities judged by DoubleLine to be of comparable quality. The Fund will not normally invest more than 20% of its total assets in corporate debt instruments that are, at the time of purchase, rated
lower than B3 by Moody&#146;s and lower than <FONT STYLE="white-space:nowrap">B-</FONT> by S&amp;P and Fitch (or, if unrated, determined by the Adviser to be of comparable quality). In addition, the Fund will not normally invest more than 20% of its
total assets in debt securities and other income-producing investments that are not rated by at least one nationally recognized statistical rating organization. Debt securities of below investment grade quality are regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and to repay principal. Securities rated Ba1 or below by Moody&#146;s and BB+ or below by S&amp;P or Fitch are considered vulnerable to nonpayment and their issuers to be dependent
on favorable business, financial and economic conditions to meet their financial commitments. The Fund may invest in securities at risk of being in default as to the repayment of principal and/or interest at the time of acquisition by the Fund.
However, the Fund will not normally invest in corporate debt securities rated at the time of investment lower than Ca3 by Moody&#146;s and lower than C by S&amp;P and Fitch (or, if unrated, determined by the Adviser to be of comparable quality). The
Fund will not normally invest in defaulted corporate securities. In the case of split ratings, DoubleLine will categorize the security according to the highest rating assigned. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities of any or no maturity. The portfolio managers intend, under normal market conditions, to
seek to construct an investment portfolio with a weighted average effective duration of not less than two years and not more than ten years. Duration is a measure of the expected life of a debt instrument that is used to determine the sensitivity of
a security&#146;s price to changes in interest rates. For example, the value of a portfolio of debt securities with an average duration of ten years would generally be expected to decline by approximately 10% if interest rates rose by one percentage
point. Effective duration is a measure of the Fund&#146;s portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage <FONT STYLE="white-space:nowrap">pre-payment</FONT> rates. The effective duration of the
Fund&#146;s investment portfolio may from time to time vary materially from the range stated above, and there is no assurance that the effective duration of the Fund&#146;s investment portfolio will not vary outside the range stated above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may hold common stocks and other equity securities from time to time, including, among others, those it has received
through the conversion of a convertible security held by the Fund or in connection with the restructuring of a debt security. The Fund may invest in securities that have not been registered for public sale, including securities eligible for purchase
and sale pursuant to Rule 144A or Regulation S under the Securities Act and other securities issued in private placements. The Fund also may invest without limit in securities of other open- or <FONT STYLE="white-space:nowrap">closed-end</FONT>
investment companies, including ETFs. The Fund may invest in securities of companies with small and medium market capitalizations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Portfolio securities may be sold at any time. Sales may occur when the Adviser determines to take advantage of what it
considers to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities, when there is perceived deterioration in the credit fundamentals of the
issuer, or when the individual security has reached the portfolio managers&#146; sell target. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment
objectives may be changed by the Board without prior notice to or approval of the Fund&#146;s shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Note
regarding investment limitations.</I></B> Where this Prospectus states that the Fund or the Adviser will not, or does not intend to, make investments in excess of a stated percentage of the Fund&#146;s total assets, &#147;total assets&#148; includes
amounts of leverage obtained through the use of reverse repurchase agreements, dollar roll transactions, borrowings, and/or issuances of preferred shares. With respect to any reverse repurchase agreement or dollar roll transaction, &#147;total
assets&#148; includes 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 asset so sold as of the relevant measuring date. Except as otherwise noted, all percentages apply only
at the time of investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Derivatives </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may use various derivatives strategies for hedging purposes or to gain, or reduce, long or short exposure to one or
more asset classes, issuers, currencies or reference assets, or to manage the dollar-weighted average effective duration of the Fund&#146;s portfolio. The Fund also may enter into derivatives transactions with the purpose or effect of creating
investment leverage. Although the Fund reserves the right to invest in derivatives of any kind, it currently expects that it may use the following types of derivatives: futures contracts and options on futures contracts, in order to gain efficient
long or short investment exposures as an alternative to cash investments or to hedge against portfolio exposures; interest rate swaps, in order to gain indirect long or short exposures to interest rates, issuers, or currencies or to hedge against
portfolio exposures; and total return swaps and credit derivatives, put and call options, and exchange-traded and structured notes, in order to take indirect long or short positions on indexes, securities, currencies, commodities or
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">36 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
other indicators of value or to hedge against portfolio exposures. The Fund may, for hedging purposes or as a substitute for direct long or short investments in debt securities, make use of
credit default swaps, which are contracts whereby one party makes periodic payments to a counterparty in exchange for the right to receive from the counterparty a payment equal to the par (or other agreed-upon) value of a referenced debt obligation
in the event of a default by the issuer of the debt obligation. When the Fund acts as a seller of a credit default swap, the Fund or its agents will earmark on its books or segregate liquid assets equal to the full notional amount of the swap
agreement. The Fund may engage in short sales, either to earn additional return or to hedge existing investments. Any use of derivatives strategies entails the risks of investing directly in the securities or instruments underlying the derivatives
strategies, as well as the risks of using derivatives generally, and in some cases the risks of leverage, described in this Prospectus and in the SAI. The Fund or its agents will earmark or segregate liquid assets on its books against its
derivatives exposures to the extent required by law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PORTFOLIO CONTENTS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in the instruments described below subject to any percentage limitations described above that may apply. A
more detailed description of the Fund&#146;s investment policies and restrictions and more detailed information about the Fund&#146;s portfolio investments are contained in the SAI. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Bonds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Bonds include bonds, debt securities and fixed income and income-producing instruments of any kind issued by governmental or
private-sector entities. Most bonds consist of a security or instrument having one or more of the following characteristics: a fixed-income security, a security issued at a discount to its face value, a security that pays interest or a security with
a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The Adviser interprets the term bond broadly as an instrument or security evidencing what is commonly referred to as an IOU
rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities. The Fund may invest in a wide variety of bonds of varying maturities issued by U.S. and foreign
corporations and other business entities, governments and municipalities and other issuers. Bonds may include, among other things, fixed or variable/ floating-rate debt obligations, including bills, notes, debentures, money market instruments and
similar instruments and securities. Bonds generally are used by corporations as well as governments and other issuers to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and normally must repay the
amount borrowed on or before maturity. Some bonds are &#147;perpetual&#148; in that they have no maturity date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Foreign and Emerging Market Investments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities issued by a foreign issuer, including emerging market issuers, or by an issuer with
significant revenue or other exposure to foreign markets. There may be less information publicly available about a foreign market, issuer, or security than about U.S. markets or a U.S. issuer or security, and foreign issuers may not be subject to
accounting, auditing and financial reporting standards and practices comparable to those in the United States. In addition, there may be less (or less effective) regulation of exchanges, brokers and listed companies in some foreign countries. The
securities of some foreign issuers are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign brokerage commissions, custodial expenses and other fees are also generally higher than in the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign settlement procedures and trade regulations may be more complex and involve certain risks (such as delay in payment or
delivery of securities or in the recovery of the Fund&#146;s assets held abroad) and expenses not present in the settlement of investments in U.S. markets. For example, settlement of transactions involving foreign securities or foreign currencies
(see below) may occur within a foreign country, and the Fund may accept or make delivery of the underlying securities or currency in conformity with any applicable U.S. or foreign restrictions or regulations, and may pay fees, taxes or charges
associated with such delivery. In addition, local market holidays or other factors may extend the time for settlement of purchases and sales of the Fund&#146;s investments in securities that trade on foreign markets. Such investments may also
involve the risk that an entity involved in the settlement may not meet its obligations. Extended settlement cycles or other delays in settlement may increase the Fund&#146;s liquidity risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of
currency exchange controls, foreign withholding or other taxes or restrictions on the repatriation of foreign currency, confiscatory taxation, political, social or financial instability and diplomatic developments which could affect the value of the
Fund&#146;s investments in certain foreign countries. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding or other taxes, and special U.S. tax considerations may apply. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign issuers may become subject to sanctions imposed by the U.S. or another country or other governmental or <FONT
STYLE="white-space:nowrap">non-governmental</FONT> organizations, which could result in the immediate freeze of the foreign issuers&#146; assets or securities. The imposition of such sanctions could impair the market value of the securities of such
foreign issuers and limit the Fund&#146;s ability to buy, sell, receive or deliver the securities. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Legal remedies available to investors in certain foreign countries may be more
limited than those available with respect to investments in the United States or in other foreign countries. The laws of some foreign countries may limit the Fund&#146;s ability to invest in securities of certain issuers organized under the laws of
those foreign countries. For example, certain countries may require governmental approval prior to investments by foreign persons or limit the amount of investment by foreign persons in a particular company. Certain countries may also limit
investment by foreign persons to only a specific class of securities that may have less advantageous terms, and such securities may be less liquid than other classes of securities of an issuer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent the Fund invests a significant portion of its assets in a specific geographic region, countries or group of
countries, the Fund will have greater exposure to risks associated with such region, country or group of countries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
risks described above, including the risks of nationalization or expropriation of assets, typically are increased in connection with investments in developing countries, also known as emerging markets. For example, political and economic structures
in these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristic of more developed countries. Certain of these countries have in the past failed to recognize
private property rights and have at times nationalized and expropriated the assets of private companies. In addition, the economies of certain developing or emerging market countries may be dependent on a single industry or limited group of
industries, which may increase the risks described above and make those countries particularly vulnerable to global economic and market changes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There may also be limited counterparties available in developing markets, which may increase the Fund&#146;s credit risks.
Foreign government regulations may restrict potential counterparties to certain financial institutions that are located in or operating in a particular country. Such counterparties may not possess creditworthiness standards, financial reporting
standards, and legal protections similar to counterparties located in developed markets, which can increase the risk associated with the Fund&#146;s investments in such markets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of foreign securities may be adversely affected by changes in currency exchange rates. This may be because the
foreign securities are denominated and/or traded in a foreign currency or because the assets or revenues of an issuer are denominated in a currency different from the issuer&#146;s debt or other obligations. For example, the credit quality of
issuers who have outstanding debt denominated in the U.S. dollar, and the values of their debt obligations, may be adversely affected if the value of the U.S. dollar strengthens relative to the value of the currency in which the issuer&#146;s assets
or revenues are denominated. In addition, the Fund is required to compute and distribute its income in U.S. dollars. Therefore, if the exchange rate for a foreign currency declines after the Fund&#146;s income has been earned and translated into
U.S. dollars (but before payment), the Fund could be required to liquidate portfolio securities to make such distributions. Similarly, if an exchange rate declines between the time the Fund incurs expenses in U.S. dollars and the time such expenses
are paid, the amount of such currency required to be converted into U.S. dollars in order to pay such expenses in U.S. dollars will be greater than the equivalent amount in any such currency of such expenses at the time they were incurred. High
rates of inflation or currency devaluations may adversely affect the economies and securities markets of such countries and the values of the Fund&#146;s investments in those markets. A foreign government may seek to devalue its currency if it has
issued debt in its local currency because any such devaluation reduces the burden on it of repaying its debt obligations. Any devaluation of a<B> </B>currency in which the Fund&#146;s portfolio holdings are denominated will reduce the value of and
return on the investment to the Fund when translated into U.S. dollars. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign securities and emerging markets
securities include Global Depositary Notes (&#147;GDNs&#148;). A GDN is a debt instrument created by a bank that evidences ownership of local currency-denominated debt securities. GDNs reflect the terms of particular local currency-denominated
bonds. GDNs trade, settle, and pay interest and principal in U.S. dollars but typically are restricted securities that do not trade on an exchange. Any distributions paid to the holders of GDNs are usually subject to a fee charged by the depositary
bank. In addition to the risks associated with foreign investments, the Fund&#146;s investments in GDNs are subject to the risks associated with the underlying local currency-denominated bond and derivative instruments including credit risk, default
risk, counterparty risk, interest rate risk, leverage risk, liquidity risk, and reliance on the adviser risk. Holders of GDNs may have limited rights, and investment restrictions in certain countries may adversely impact the value of GDNs because
such restrictions may limit the ability to convert the bonds into GDNs and vice versa. Such restrictions may cause bonds of the underlying issuer to trade at a discount or premium to the market price of the GDN. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain of the foregoing risks may also apply to some extent to securities of U.S. issuers that are denominated in foreign
currencies or that are traded in foreign markets, or securities of U.S. issuers having significant foreign operations or other exposure to foreign markets. When the Fund invests in securities issued by foreign issuers, the Fund may be subject to the
risks described above even if all of the Fund&#146;s investments are denominated in United States dollars, especially with respect to issuers whose revenues are principally earned in a foreign currency but whose debt obligations have been issued in
United States dollars or other hard currencies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Below Investment Grade/High Yield Investments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Corporate bonds rated below investment grade (&#147;junk bonds&#148;) and certain other fixed income instruments, such as
loans (for purposes of this discussion, all such instruments are herein referred to as &#147;securities&#148;) rated below investment grade, or such instruments </P>
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that are unrated and are determined by the Adviser to be of comparable quality, are high yield, high risk bonds. A security may be considered to be below investment grade if it is rated Ba1 by
Moody&#146;s and BB+ by S&amp;P or Fitch, or lower, or the equivalent by any other nationally recognized statistical rating organization. See Appendix A for a description of these ratings. In the case of split ratings, DoubleLine will categorize the
security according to the highest rating assigned. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While offering a greater potential opportunity for capital
appreciation and higher yields compared to higher-rated fixed income securities, high yield investments typically entail greater potential price volatility and may be less liquid than higher-rated securities. Junk bonds and high yield investments
may be regarded as predominately speculative with respect to the issuer&#146;s continuing ability to meet principal and interest payments. They may also be more susceptible to real or perceived adverse economic and competitive industry conditions
than higher-rated securities. Issuers of securities in default may fail to resume principal or interest payments, in which case the Fund may lose its entire investment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The lower ratings of certain securities held by the Fund reflect a greater possibility that adverse changes in the financial
condition of the issuer, or in general economic conditions, or both, or an unanticipated rise in interest rates, 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 securities held by the Fund more volatile and could limit the Fund&#146;s ability to sell its securities at prices approximating the values the Fund had placed on such
securities. In the absence of a liquid trading market for securities held by it, the Fund may be unable at times to establish the fair market value of such securities. The rating assigned to a security by Moody&#146;s, S&amp;P, Fitch, or any other
NRSRO does not reflect an assessment of the volatility of the security&#146;s market value or of the liquidity of an investment in the security. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Like those of other fixed-income securities, the values of lower-rated securities fluctuate in response to changes in interest
rates. Thus, a decrease in interest rates generally will result in an increase in the value of the Fund&#146;s fixed-income securities. Conversely, during periods of rising interest rates, the value of the Fund&#146;s fixed-income securities
generally will decline. In addition, the values of such securities are also affected by changes in general economic conditions and business conditions affecting the specific industries of their issuers. Changes by recognized rating services in their
ratings of any fixed-income security and in the ability of an issuer to make payments of interest and principal may also affect the value of these investments. Changes in the values of portfolio securities generally will not affect cash income
derived from such securities, but will affect the Fund&#146;s NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Issuers of lower-rated securities are often highly
leveraged, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. In addition, such issuers may not have more traditional methods of financing
available to them, and may be unable to repay debt at maturity by refinancing. The risk of loss due to default in payment of interest or principal by such issuers is significantly greater because such securities frequently are unsecured and
subordinated to the prior payment of senior indebtedness. Certain of the lower-rated securities in which the Fund may invest are issued to raise funds in connection with the acquisition of a company, in
<FONT STYLE="white-space:nowrap">so-called</FONT> leveraged <FONT STYLE="white-space:nowrap">buy-out</FONT> transactions. The highly leveraged capital structure of such issuers may make them especially vulnerable to adverse changes in economic
conditions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under adverse market or economic conditions or in the event of adverse changes in the financial condition of
the issuer, the Fund could find it more difficult to sell lower-rated securities when the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than might otherwise be available. In many cases,
lower-rated securities may be purchased in private placements and, accordingly, will be subject to restrictions on resale as a matter of contract or under securities laws. Under such circumstances, it may also be more difficult to determine the fair
value of such securities for purposes of computing the Fund&#146;s NAV. In order to enforce its rights in the event of a default under lower-rated securities, the Fund may be required to take possession of and manage assets securing the
issuer&#146;s obligations on such securities, which may increase the Fund&#146;s operating expenses and adversely affect the Fund&#146;s NAV. The Fund may also be limited in its ability to enforce its rights and may incur greater costs in enforcing
its rights in the event an issuer becomes the subject of bankruptcy proceedings. In addition, the Fund&#146;s intention to qualify as a RIC under the Code, may limit the extent to which the Fund may exercise its rights by taking possession of such
assets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain securities held by the Fund may permit the issuer at its option to call, or redeem, its securities. If an
issuer were to redeem securities held by the Fund during a time of declining interest rates, the Fund may not be able to reinvest the proceeds in securities providing the same investment return as the securities redeemed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Lower-rated securities may be subject to certain risks not typically associated with investment grade securities, such as the
following: (1)&nbsp;reliable and objective information about the value of lower rated obligations may be difficult to obtain because the market for such securities may be thinner and less active than that for investment grade obligations;
(2)&nbsp;adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of lower than investment grade obligations, and, in turn, adversely affect their market; (3)&nbsp;companies that
issue lower rated obligations may be in the growth stage of their development, or may be financially troubled or highly leveraged, so they may not have more traditional methods of financing available to them; (4)&nbsp;when other institutional
investors dispose of their holdings of lower rated debt securities, the general market and </P>
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the prices for such securities could be adversely affected; and (5)&nbsp;the market for lower rated securities could be impaired if legislative proposals to limit their use in connection with
corporate reorganizations or to limit their tax and other advantages are enacted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Unrated Securities</U>. Unrated
securities involve the risks associated with investments in rated securities of equivalent credit quality, though they may be less liquid than comparable rated securities and involve the risk that the Adviser may not accurately evaluate the
security&#146;s creditworthiness. When the Fund invests in unrated securities, the Fund&#146;s success in achieving its investment objectives may depend more heavily on the Adviser&#146;s analysis than if the Fund invested exclusively in rated
securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Distressed and Defaulted Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Defaulted securities risk refers to the uncertainty of repayment of defaulted securities (<I>e.g.</I>, a security on which a
principal or interest payment is not made when due) and obligations of distressed issuers. Because the issuer of such securities is in default and is likely to be in distressed financial condition, repayment of defaulted securities and obligations
of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. Insolvency laws and practices in emerging
market countries are different than those in the U.S. and the effect of these laws and practices cannot be predicted with certainty. Investments in defaulted securities and obligations of distressed issuers are considered speculative and entail high
risk. The Fund will not normally invest in securities in default at time of purchase, however, the Fund is not required to sell any securities that default after acquisition. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Yankee Dollar Obligations, Eurobonds, Global Bonds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain debt securities purchased by the Fund may take the forms of Yankee dollar obligations, eurobonds or global bonds.
Yankee dollar obligations are dollar-denominated obligations issued in the U.S. capital markets by foreign issuers, such as corporations and banks. A eurobond is a bond issued in a currency other than the currency of the country or market in which
it is issued. Global bonds are bonds that can be offered within multiple markets simultaneously. Unlike eurobonds, global bonds can be issued in the local currency of the country of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Mortgage-Backed and Asset-Backed Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities, including CMOs and certain stripped mortgage-backed securities, represent a participation in, or
are secured by, mortgage loans. Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as credit card and automobile finance
receivables, student loans, consumer loans, installment loan contracts, home equity loans, mobile home loans, boat loans, business and small business loans, project finance loans, airplane leases, and leases of various other types of real and
personal property (including those relating to railcars, containers, or telecommunication, energy, and/or other infrastructure assets and infrastructure-related assets), and other <FONT STYLE="white-space:nowrap">non-mortgage-related</FONT> income
streams, such as income from renewable energy projects and franchise rights. The cash flow generated by the underlying assets is applied to make required payments on the securities and to pay related administrative expenses. The amount of residual
cash flow resulting from a particular issue of asset-backed or mortgage-backed securities depends on, among other things, the characteristics of the underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of
administrative expenses and the actual prepayment experience on the underlying assets. The Fund may invest in any such instruments or variations as may be developed, to the extent consistent with its investment objectives and policies and applicable
regulatory requirements. In general, the collateral supporting asset-backed securities is of a shorter maturity than mortgage loans and is likely to experience substantial prepayments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities have yield and maturity characteristics corresponding to the underlying assets. Unlike traditional
debt securities, which may pay a fixed rate of interest until maturity, when the entire principal amount comes due, payments on certain mortgage-backed securities include both interest and a partial repayment of principal. Besides the scheduled
repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. If property owners make unscheduled prepayments of their mortgage loans, these prepayments will
result in early payment of the applicable mortgage-backed securities. In that event the Fund may be unable to invest the proceeds from the early payment of the mortgage-backed securities in an investment that provides as high a yield as the
mortgage-backed securities. Consequently, early payment associated with mortgage-backed securities may cause these securities to experience significantly greater price and yield volatility than that experienced by traditional fixed-income
securities. The occurrence of mortgage prepayments is affected by factors including the level of interest rates, general economic conditions, the location and age of the mortgage and other social and demographic conditions. During periods of falling
interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-backed securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to
increase the life of mortgage-backed securities. If the life of a mortgage-backed security is inaccurately predicted, the Fund may not be able to realize the rate of return it expected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">ARMs, like traditional mortgage-backed securities, are interests in pools of mortgage loans that provide investors with
payments consisting of both principal and interest as mortgage loans in the underlying mortgage pool are paid off by the borrowers. Unlike fixed-rate mortgage-backed securities, ARMs are collateralized by or represent interests in mortgage loans
with variable rates of </P>
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interest. These interest rates are reset at periodic intervals, usually by reference to an interest rate index or market interest rate. Although the rate adjustment feature may act as a buffer to
reduce sharp changes in the value of adjustable rate securities, these securities are still subject to changes in value based on, among other things, changes in market interest rates or changes in the issuer&#146;s creditworthiness. Because the
interest rates are reset only periodically, changes in the interest rate on ARMs may lag changes in prevailing market interest rates. Also, some ARMs (or the underlying mortgages) are subject to caps or floors that limit the maximum change in the
interest rate during a specified period or over the life of the security. As a result, changes in the interest rate on an ARM may not fully reflect changes in prevailing market interest rates during certain periods. The Fund may also invest in
hybrid ARMs, whose underlying mortgages combine fixed-rate and adjustable rate features. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed and asset-backed
securities are less effective than other types of securities as a means of &#147;locking in&#148; attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled
prepayments resulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. The automatic interest rate adjustment feature of mortgages underlying ARMs likewise reduces the ability to <FONT
STYLE="white-space:nowrap">lock-in</FONT> attractive rates. As a result, mortgage-backed and asset-backed securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable
maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining
interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest
rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">At times, some
mortgage-backed and asset-backed securities will have higher than market interest rates and therefore will be purchased at a premium above their par value. Prepayments may cause losses on securities purchased at a premium. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">CMOs may be issued by a U.S. Government agency or instrumentality or by a private issuer. Although payment of the principal
of, and interest on, the underlying collateral securing privately issued CMOs may be guaranteed by the U.S. Government or its agencies or instrumentalities, these CMOs represent obligations solely of the private issuer and are not insured or
guaranteed by the U.S. Government, its agencies or instrumentalities or any other person or entity. Government-related guarantors (<I>i.e.</I>, not backed by the full faith and credit of the U.S. Government) include Fannie Mae (formally known as the
Federal National Mortgage Association) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation). Fannie Mae is a government-sponsored corporation the common stock of which is owned entirely by private stockholders. Fannie Mae
purchases conventional (<I>i.e.</I>, not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks,
commercial banks, and credit unions and mortgage bankers. Pass-through securities issued by Fannie Mae (also known as &#147;Fannie Mae&#148;) are guaranteed as to timely payment of principal and interest by Fannie Mae, but are not backed by the full
faith and credit of the U.S. Government. Freddie Mac was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation that issues Freddie Mac
Guaranteed Mortgage Pass-Through Certificates (also known as &#147;Freddie Macs&#148; or &#147;PCs&#148;), which are pass-through securities, each representing an undivided interest in a pool of residential mortgages. Freddie Mac guarantees the
timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government. The Fund may also invest in bonds, including unguaranteed mezzanine bonds and subordinate bonds, securitized
through Freddie Mac&#146;s <FONT STYLE="white-space:nowrap">&#147;K-Deal&#148;</FONT> program, which securitizes mortgage loans backed by multi-family apartment properties. Such bonds are also not backed by the full faith and credit of the U.S.
Government. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Prepayments could cause early retirement of CMOs. CMOs are designed to reduce the risk of prepayment for
certain investors by issuing multiple classes of securities, each having different maturities, interest rates and payment schedules, and with the principal and interest on the underlying mortgages allocated among the several classes in various ways.
Payment of interest or principal on some classes or series of CMOs may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages. CMOs of different classes or series are generally
retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. If enough mortgages are repaid ahead of schedule, the classes or series of a CMO with the earliest maturities generally will be retired prior to their maturities.
Thus, the early retirement of particular classes or series of a CMO would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities. Conversely, slower than anticipated prepayments can extend the effective
maturities of CMOs, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing their volatility. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Prepayments could result in losses on stripped mortgage-backed securities. Stripped mortgage-backed securities are usually
structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The yield to maturity on an IO class of stripped mortgage-backed securities is extremely sensitive not only to
changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a measurable adverse effect on the Fund&#146;s yield to maturity to the
extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully its initial investment in these securities. </P>
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POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-backed securities may
be more volatile and less liquid than that for other mortgage-backed securities, potentially limiting the Fund&#146;s ability to buy or sell those securities at any particular time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Subprime loans, which typically are made to less creditworthy borrowers, have a higher risk of default than conventional
mortgage loans or other types of loans made to more creditworthy borrowers. Therefore, the values of asset-backed securities (whether mortgage-backed securities or other types of asset-backed securities) backed by subprime loans involve greater risk
of price declines due to the increased risk of default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The mortgage loans backing the mortgage-backed securities in
which the Fund may invest may include <FONT STYLE="white-space:nowrap">re-performing</FONT> loans (&#147;RPLs&#148;), <FONT STYLE="white-space:nowrap">non-performing</FONT> loans and <FONT STYLE="white-space:nowrap">non-qualified</FONT> mortgage <FONT
STYLE="white-space:nowrap">(&#147;Non-QM&#148;)</FONT> loans. RPLs are loans that have previously been delinquent but are current at the time they are securitized. Fannie Mae and Freddie Mac, among others, securitize RPLs. For example, in Fannie
Mae&#146;s case, the RPLs securitized are single-family, fixed rate <FONT STYLE="white-space:nowrap">re-performing</FONT> loans that generally were previously placed in a mortgage-backed security trust with certificates guaranteed by Fannie Mae,
purchased from the trust by Fannie Mae and held as a distressed asset after four or more months of delinquency, and subsequently became current (<I>i.e.</I> performing) again. Such RPLs may have exited delinquency through efforts at reducing
defaults (<I>e.g.</I>, loan modification). In selecting RPLs for securitization, Fannie Mae follows certain criteria related to length of time the loan has been performing, the type of loan (single-family, fixed rate), and the status of the loan as
first lien, among other things. Fannie Mae may include different loan structures and modification programs in the future. <FONT STYLE="white-space:nowrap">Non-performing</FONT> loans are mortgage loans where the borrower is in default or is or has
been delinquent, for a potentially significant period of time, as to the payment of interest and/or principal. <FONT STYLE="white-space:nowrap">Non-QM</FONT> loans do not comply with the rules of the Consumer Financial Protection Bureau (the
&#147;CFPB&#148;) relating to qualified mortgages (&#147;QM&#148;). To qualify as a QM loan under the CFPB&#146;s rules, the loan must meet certain requirements, such as a borrower
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">debt-to-income</FONT></FONT> ratio, being fully-amortizing, and limits on loan fees. <FONT STYLE="white-space:nowrap">Non-QM</FONT> loans do not comply with at least one of these
requirements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to investing in mortgage-backed securities that are backed by mortgage loans themselves, the
Fund may invest in securities that are backed by mortgage servicing rights (&#147;MSRs&#148;), including normal MSRs and excess MSRs. Normal MSRs refer to the contractual right to cash flows payable to the mortgage servicer of a pool of mortgage
loans for their ongoing administrative duties to the extent such cash flows do not exceed a reasonable amount of consideration for normal servicing activities. Excess MSRs are the rights to any amount of cash flows in excess of normal MSRs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks associated with other asset-backed securities (including in particular the risks of issuer default and of early
prepayment) are generally similar to those described above for CMOs. In addition, because asset-backed securities generally do not have the benefit of a security interest in the underlying assets that is comparable to a mortgage (though certain
asset-backed securities, such as ETCs and EETCs, may be structured such that there is a security interest in the underlying asset), asset-backed securities may present certain additional risks that are not commonly present with mortgage-backed
securities. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited. For example, revolving credit receivables are generally unsecured and the debtors on such receivables are
entitled to the protection of a number of state and federal consumer credit laws, many of which give debtors the right to <FONT STYLE="white-space:nowrap">set-off</FONT> certain amounts owed, thereby reducing the balance due. Automobile receivables
generally are secured, but by automobiles, rather than by real property. Similarly, ETCs and EETCs are often secured by different types of equipment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of asset-backed securities may also be substantially dependent on the servicing of and diligence performed by their
servicers or sponsors or the originating alternative lending platforms. For example, the Fund may suffer losses due to a servicer&#146;s, sponsor&#146;s or platform&#146;s negligence or malfeasance, such as through the mishandling of certain
documentation affecting security holders&#146; rights in and to underlying collateral or the failure to update or collect accurate and complete borrower information. In addition, the values of asset-backed securities may be adversely affected by the
credit quality of the servicer, sponsor or originating alternative lending platform, as applicable. Certain services, sponsors or originating alternative lending platforms may have limited operating histories to evaluate. The insolvency of a
servicer, sponsor or originating alternative lending platform may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets. The Fund also may experience delays in payment or losses on its
investments if the full amount due on underlying collateral is not realized, which may occur because of unanticipated legal or administrative costs of enforcing the contracts, depreciation or damage to the collateral securing certain contracts,
under-collateralization or other factors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Federal, state and local government officials and representatives as well as
certain private parties have proposed actions to assist homeowners who own or occupy property subject to mortgages. Certain of those proposals involve actions that would affect the mortgages that underlie or relate to certain mortgage-related
securities, including securities or other instruments which the Fund may hold or in which it may invest. Some of those proposals include, among other things, lowering or forgiving principal balances; forbearing, lowering or eliminating interest
payments; or utilizing eminent domain powers to seize mortgages, potentially for below market compensation. The prospective or actual implementation of one or more of these proposals may significantly and adversely affect the value and liquidity of
securities held by the Fund and could cause the Fund&#146;s NAV to decline, potentially significantly. Uncertainty remains in the market concerning the resolution of these issues; the range of proposals and the potential implications of any
implemented solution are impossible to predict. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in any level of the capital structure of an issuer of
mortgage-backed or asset-backed securities, including the equity or &#147;first loss&#148; tranche. Senior tranche investments in mortgage-backed or asset-backed securities are paid from the cash flows from the underlying assets before the junior
tranches and equity or &#147;first loss&#148; tranches. Any losses on the underlying assets are first borne by the equity tranches, next by less junior tranches, and finally by the senior tranches. Accordingly, subordinated tranche investments, and
especially &#147;first loss&#148; tranches, involve greater risk of loss than more senior tranches. The subordinated tranches the Fund may buy include those rated below investment grade or unrated instruments of similar credit quality. See
&#147;Collateralized Debt Obligations&#148; below. Consistent with the Fund&#146;s investment objectives and policies, the Adviser may also cause the Fund to invest in other types of mortgage- and asset-backed securities offered currently or in the
future, including certain <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">yet-to-be-developed</FONT></FONT></FONT> types of mortgage- and asset-backed securities which may be created as the market
evolves. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Credit Risk Transfer Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit risk transfer securities are fixed- or floating-rate unsecured general obligations issued from time to time by Freddie
Mac, Fannie Mae or another government-sponsored entity. Typically, such securities are issued at par and have stated final maturities. The securities are structured so that: (i)&nbsp;interest is paid directly by the issuing entity, and
(ii)&nbsp;principal is paid by the issuing entity in accordance with the principal payments and default performance of a certain pool of residential mortgage loans acquired by the entity (&#147;reference obligations&#148;). The performance of the
securities will be directly affected by the selection of the reference obligations by the entity. Such securities are issued in tranches to which are allocated certain principal repayments and credit losses corresponding to the seniority of the
particular tranche. Each tranche of securities will have credit exposure to the reference obligations and the yield to maturity will be directly related to, among other things, the amount and timing of certain defined credit events on the reference
obligations, any prepayments by borrowers, and any removals of a reference obligation from the pool. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit risk transfer
securities are unguaranteed and unsecured debt securities issued by the entity and therefore are not directly linked to or backed by the underlying mortgage loans. As a result, in the event that the entity fails to pay principal or interest on its
credit risk transfer securities or goes through a bankruptcy, insolvency or similar proceeding, holders of such credit risk transfer securities have no direct recourse to the underlying mortgage loans and will generally receive recovery on par with
other unsecured creditors in such a scenario. The Fund may also invest in credit risk transfer securities that are issued by private entities, such as banks or other financial institutions. Such securities are subject to risks similar to those
associated with credit risk transfer securities issued by government-sponsored entities, though they may be less creditworthy than those issued by a government-sponsored entity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks associated with an investment in credit risk transfer securities are different than the risks associated with an
investment in mortgage-backed securities subject to a guarantee or the credit support of Fannie Mae, Freddie Mac, or other government-sponsored entities because some or all of the mortgage default or credit risk associated with the underlying
mortgage loans is transferred to investors in credit risk transfer securities. As a result, the risk of loss is substantially greater with credit risk transfer securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Collateralized Debt Obligations </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">CDOs include, among other things, CBOs, CLOs and other similarly structured securities. A CBO is a trust which may be backed
by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans,
second lien loans or other types of subordinate loans, and mezzanine loans, including loans that may be rated below investment grade or equivalent unrated loans and including loans that may be covenant-lite. The cash flows from the CDO trust are
generally split into two or more portions, called tranches, varying in risk and yield. Senior tranches are paid from the cash flows from the underlying assets before the junior tranches and equity or &#147;first loss&#148; tranches. Losses are first
borne by the equity tranches, next by the junior tranches, and finally by the senior tranches. Senior tranches pay the lowest interest rates but are generally safer investments than more junior tranches because, should there be any default, senior
tranches are typically paid first. The most junior tranches, such as equity tranches, would attract the highest interest rates but suffer the highest risk of loss should the holder of an underlying loan default. If some loans default and the cash
collected by the CDO is insufficient to pay all of its investors, those in the lowest, most junior tranches suffer losses first. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Since it is partially protected from defaults, a senior tranche from a CDO trust typically has higher ratings and lower yields
than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, more senior CDO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral
default and disappearance of protecting tranches, market anticipation of defaults and aversion to CDO securities as a class. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks of an investment in a CDO depend largely on the quality and type of the collateral and the tranche of the CDO in
which the Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, there may be a limited secondary market for investments in CDOs and such investments may
be illiquid. In addition to the risks associated with debt instruments (<I>e.g.</I>, interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i)&nbsp;the possibility that distributions from collateral
securities will not be adequate to make interest or other payments; (ii)&nbsp;the quality of the collateral may decline in value or default; (iii)&nbsp;the possibility that the Fund may invest in CDOs that are subordinate
</P>
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to other classes of the issuer&#146;s securities; and (iv)&nbsp;the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the
issuer or unexpected investment results. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in CDOs (including CLOs and CBOs) and other structured
products sponsored or managed by, or otherwise affiliated with, the Adviser or related parties of the Adviser. Such investments may include investments in debt or equity interests issued of the CDO or structured product as well as investments
purchased on the secondary market, and the Fund may invest in any tranche of the CDO or structured product, including an equity tranche. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and
losses generally increase, sometimes dramatically, with respect to debt obligations. The effects of the <FONT STYLE="white-space:nowrap">COVID-19</FONT> virus, and governmental responses to the effects of the virus, may result in increased
delinquencies and losses and have other, potentially unanticipated, adverse effects on such investments and the markets for those investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>U.S. Government Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in U.S. Government securities, which are obligations of, or guaranteed by, the U.S. Government or its
agencies, instrumentalities or government-sponsored enterprises. Some U.S. Government securities are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury;
others are supported by the discretionary authority of the U.S. Government to purchase the agency&#146;s obligations; and still others are supported only by the credit of the instrumentality. Although U.S. Government-sponsored enterprises may be
chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury or supported by the full faith and credit of the U.S. Government and involve increased credit risks.
See &#147;Principal Risk Factors&#150;&#150;U.S. government securities risk.&#148; While some U.S. Government securities are guaranteed as to principal and interest, their market value is not guaranteed. Like other debt securities, U.S. Government
securities are subject to interest rate risk and credit risk. The U.S. Government does not guarantee the NAV or market value of the Fund&#146;s Common Shares. Concerns regarding the U.S. Government&#146;s ability to borrow money or otherwise finance
its obligations, including as a result of legislatively-imposed limits on the amount of money it may borrow, could cause the values of U.S. Government securities, including those of the U.S. Government&#146;s agencies and instrumentalities and other
government-sponsored enterprises, to decline. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Loans, Assignments and Participations </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may make loans, and may acquire or invest in loans made by others. The Fund may acquire a loan interest directly by
acting as a member of the original lending syndicate. Alternatively, the Fund may acquire some or all of the interest of a bank or other lending institution in a loan to a particular borrower, by means of an assignment or a participation. In an
assignment, the Fund assumes all of the rights of a lending institution in a loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against
the borrower. The Fund assumes the position of a <FONT STYLE="white-space:nowrap">co-lender</FONT> with other syndicate members. As an alternative, the Fund may purchase a participating interest in a portion of the rights of a lending institution in
a loan. In such case, the Fund will generally be entitled to receive from the lending institution amounts equal to the payments of principal, interest and premium, if any, on the loan received by the institution, but will not generally be entitled
to enforce its rights directly against the agent bank or the borrower, and must rely for that purpose on the lending institution. In the case of a participation, the value of the Fund&#146;s loan investment will depend at least in part on the credit
standing of the assigning or participating institution. The loans in which the Fund may invest include those that pay fixed rates of interest and those that pay floating rates &#150; <I>i.e.</I>, rates that adjust periodically based on a known
lending rate, such as a bank&#146;s prime rate. Investments in loans may be of any quality, including &#147;distressed&#148; loans. The Fund also may gain exposure to loans and related investments through the use of total and excess return swaps
and/or other derivative instruments and through private funds and other pooled investment vehicles, including some which may be sponsored or advised by the Adviser or its related parties (see &#147;Derivatives&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Many loans are made by a syndicate of banks, represented by an agent bank (the &#147;Agent&#148;) which has negotiated and
structured the loan and which is responsible generally for collecting interest, principal, and other amounts from the borrower on its own behalf and on behalf of the other lending institutions in the syndicate (the &#147;Lenders&#148;), and for
enforcing its and their other rights against the borrower. Each of the lending institutions, which may include the Agent, lends to the borrower a portion of the total amount of the loan, and retains the corresponding interest in the loan. Unless,
under the terms of the loan or other indebtedness, the Fund has direct recourse against the borrower, the Fund may have to rely on the Agent or other financial intermediary to apply appropriate credit remedies against a borrower. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s ability to receive payments of principal and interest and other amounts in connection with loan participations
held by it will depend primarily on the financial condition of the borrower (and, in some cases, the lending institution from which it purchases the loan). The value of collateral, if any, securing a loan can decline, or may be insufficient to meet
the borrower&#146;s obligations or may be difficult to liquidate. In addition, the Fund&#146;s access to collateral may be limited by bankruptcy or other insolvency laws. The failure by the Fund to receive scheduled interest or principal payments on
a loan would adversely affect the income of the Fund and would likely reduce the value of its assets, which would be reflected in a reduction in the Fund&#146;s NAV. Loans that are fully secured offer the
</P>
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Fund more protection than an unsecured loan in the event of <FONT STYLE="white-space:nowrap">non-payment</FONT> of scheduled interest or principal. However, there is no assurance that the
liquidation of collateral from a secured loan would satisfy the corporate borrower&#146;s obligation, or that the collateral can be liquidated. Indebtedness of companies whose creditworthiness is poor involves substantially greater risks, and may be
highly speculative. Some companies may never pay off their indebtedness, or may pay only a small fraction of the amount owed. Consequently, when investing in indebtedness of companies with poor credit, the Fund bears a substantial risk of losing the
entire amount invested. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Banks and other lending institutions generally perform a credit analysis of the borrower before
originating a loan or participating in a lending syndicate. In selecting the loans in which the Fund will invest, however, the Adviser will not rely solely on that credit analysis, but will perform its own investment analysis of the borrowers. The
Adviser&#146;s analysis may include consideration of the borrower&#146;s financial strength and managerial experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to
changes in business conditions and interest rates. Because loans in which the Fund may invest may not be rated by independent credit rating agencies, a decision by the Fund to invest in a particular loan may depend heavily on the Adviser&#146;s or
the original lending institution&#146;s credit analysis of the borrower. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Loans and other types of direct indebtedness may
not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of
readily at what the Adviser believes to be a fair price. Additionally, even where there is a market for certain loans the settlement period may be extended, up to several weeks or longer. That means the Fund may have a limited ability to receive
payment promptly on the sale of some of the loans in its portfolio. In addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining the Fund&#146;s NAV than if that value were based on available market
quotations, and could result in significant variations in the Fund&#146;s daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. The Adviser will determine the
liquidity of the Fund&#146;s investments by reference to, among other things, market conditions and contractual provisions. Assignments and participations are generally not registered under the Securities Act, and thus investments in them may be
less liquid or illiquid. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">From time to time, loans or assignment or participation interests therein acquired by the Fund,
or to which the Fund may have direct or indirect investment exposure, will at the time of their acquisition be, or may become after <FONT STYLE="white-space:nowrap">acquisition,&nbsp;non-performing&nbsp;for</FONT> a wide variety of reasons. <FONT
STYLE="white-space:nowrap">Non-performing</FONT> loans include mortgages where the borrower is in default or is or has been delinquent as to the payment of interest and/or principal, including, potentially, for a significant period of time. <FONT
STYLE="white-space:nowrap">Such&nbsp;non-performing&nbsp;loans</FONT> could require a substantial amount of workout negotiations and/or restructuring, which could entail, among other things, a substantial reduction in the interest rate and a
substantial write down of the principal of such loans. Even if a restructuring were successfully accomplished, a risk exists that upon maturity of such a loan, replacement &#147;takeout&#148; financing will not be available. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in loans through a purchase of a loan, loan origination or a direct assignment of a financial institution&#146;s
interests with respect to a loan may involve additional risks to the Fund. For example, if a loan is foreclosed, the Fund could become owner, in whole or in part, of any collateral, which could include, among other assets, real estate or other real
or personal property, and would bear the costs and liabilities associated with owning and holding or disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, the Fund as holder of a partial
interest in a loan could be held liable as <FONT STYLE="white-space:nowrap">co-lender</FONT> for acts of the agent lender. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Loans and certain other forms of direct indebtedness may not be classified as &#147;securities&#148; under the federal
securities laws and, therefore, purchasers of such instruments may not be entitled to the protections against fraud and misrepresentation contained in the federal securities laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">It is the position of the SEC that, in the case of loan participations or assignments where a bank or other lending
institution serves as a financial intermediary between the Fund and the corporate borrower, if the participation does not shift to the Fund the direct debtor-creditor relationship with the borrower, the Fund should treat both the lending bank or
other lending institution and the borrower as &#147;issuers.&#148; If and to the extent the Fund treats a financial intermediary as an issuer of indebtedness, the Fund may in certain circumstances be limited in its ability to invest in indebtedness
related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Economic exposure to loan interests through the use of derivative transactions, including, among others, total and excess
return swaps, may involve greater risks than if the Fund had invested in the loan interest directly during a primary distribution or through assignments of, or participations in, a bank loan acquired in secondary markets since, in addition to the
risks described above, certain derivative transactions may be subject to leverage risk and greater illiquidity risk, counterparty risk, valuation risk and other risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In managing the Fund, the Adviser may seek to avoid the receipt of material,
<FONT STYLE="white-space:nowrap">non-public</FONT> information (&#147;Confidential Information&#148;) about the issuers of floating rate loans or other investments being considered for acquisition by the Fund or held in the Fund&#146;s portfolio if
the receipt of the Confidential Information would restrict one or more of the Adviser&#146;s clients, including, potentially, the Fund, from trading in securities they hold or in which they may invest. In many instances, issuers offer to furnish
Confidential </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
Information to prospective purchasers or holders of the issuer&#146;s loans or other securities. In circumstances when the Adviser declines to receive Confidential Information from these issuers,
the Fund may be disadvantaged in comparison to other investors, including with respect to evaluating the issuer and the price the Fund would pay or receive when it buys or sells those investments, and the Fund may not take advantage of investment
opportunities that it otherwise might have if it had received such Confidential Information. Further, in situations when the Fund is asked, for example, to grant consents, waivers or amendments with respect to such investments, the Adviser&#146;s
ability to assess such consents, waivers and amendments may be compromised. In certain circumstances, the Adviser may determine to receive Confidential Information, including on behalf of clients other than the Fund. Receipt of Confidential
Information by the Adviser could limit the Fund&#146;s ability to sell certain investments held by the Fund or pursue certain investment opportunities on behalf of the Fund, potentially for a substantial period of time. In certain situations, the
Adviser may create information walls around persons having access to the Confidential Information to limit the restrictions on others at the Adviser. Those measures could impair the ability of those persons to assist in managing the Fund. Also,
certain issuers of senior floating rate loans, other bank loans and related investments may not have any publicly traded securities (&#147;Private Issuers&#148;) and may offer private information pursuant to confidentiality agreements or similar
arrangements. The Adviser may access such private information, while recognizing that the receipt of that information could potentially limit the Fund&#146;s ability to trade in certain securities if the Private Issuer later issues publicly traded
securities. If the Adviser intentionally or unintentionally comes into possession of Confidential Information, it may be unable, potentially for a substantial period of time, to sell certain investments held by the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in pools of loans through mortgage- or other asset-backed securities, where a trust or other entity issues
interests in the loans, some of which interests may be senior to others. Alternatively, the Fund may invest directly in pools of loans, itself or with other clients of the Adviser or their related parties. The Fund&#146;s direct investments in pools
of loans present risks that may differ from the Fund&#146;s investments in mortgage- and other asset-backed securities. For example, if it were to invest directly in such a pool without any <FONT STYLE="white-space:nowrap">co-investors,</FONT> the
Fund would incur all losses incurred on the loans acquired in the pool. However, if the Fund were to invest in a senior tranche of a mortgage- or other asset-backed security, it might have a more limited exposure to losses on the loans. In
connection with the Fund&#146;s direct purchase of certain loan portfolios, the Fund will incur costs, which may include the costs of various diligence-related services. The diligence-related services the Fund may require in connection with such
investments may include, without limitation, loan file review, underwriting documentation review, and site visits. The Adviser would typically rely on information and analyses furnished as part of these diligence-related services in determining
whether to invest in a particular loan portfolio. The costs associated with investments in a pool of loans may be significant and will reduce the performance contribution of such investments. The Fund may invest in pools of loans through CDOs and
other structured products sponsored or managed by, or otherwise affiliated with, the Adviser or related parties of the Adviser. Such investments may include investments in debt or equity interests issued of the CDO or structured product as well as
investments purchased on the secondary market, and the Fund may invest in any tranche of the CDO or structured product, including an equity tranche. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Real Estate Investment Trusts (&#147;REITs&#148;) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in REITs. REITs are pooled investment vehicles that own, and typically operate, income-producing real
estate. If a REIT meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then it is not taxed on the income distributed to shareholders. REITs are subject to
management fees and other expenses, and so the Fund will bear its proportionate share of the costs of the REITs&#146; operations. There are three general categories of REITs: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest
primarily in direct fee ownership or leasehold ownership of real property and derive most of their income from rents, are generally affected by changes in the values of and incomes from the properties they own. Mortgage REITs invest mostly in
mortgages on real estate, which may secure, for example, construction, development or long-term loans, and the main source of their income is mortgage interest payments. Mortgage REITs may be affected by the credit quality of the mortgage loans they
hold. A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate, and thus may be subject to risks associated with both real estate ownership and
investments in mortgage-related investments. Along with the risks common to different types of real estate-related investments, REITs, no matter the type, involve additional risk factors, including poor performance by the REIT&#146;s manager,
adverse changes to the tax laws, and the possible failure by the REIT to qualify for the favorable tax treatment applicable to REITs under the Code or an exemption under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow
earned on the property interests they hold. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage REITs are exposed to the risks specific to the real estate market as
well as the risks that relate specifically to the way in which mortgage REITs are organized and operated. Mortgage REITs receive principal and interest payments from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to
the credit risk of the borrowers to whom they extend credit, and are subject to the risks described below under &#147;Mortgage-Backed Securities Risk&#148; and &#147;Debt Securities Risk.&#148; Mortgage REITs are also subject to significant interest
rate risk. Mortgage REITs typically use leverage and many are highly leveraged, which exposes them to the risks of leverage. Leverage risk refers to the risk that leverage created from borrowing may impair a mortgage REIT&#146;s liquidity, cause it
to liquidate positions at an unfavorable time and increase the volatility of the values of securities issued by the mortgage REIT. The use of leverage may not be advantageous to a mortgage REIT. To the extent that a mortgage REIT incurs significant
leverage, it may incur substantial losses if its borrowing costs increase or if the assets it purchases with leverage decrease in value. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment in a REIT may result in the Fund making distributions
that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions attributable to REITs made by the Fund to Fund shareholders will not qualify for the corporate dividends-received deduction, or,
generally, for treatment as qualified dividend income. Certain distributions made by the Fund attributable to dividends received by the Fund from REITs may qualify as &#147;qualified REIT dividends&#148; in the hands of <FONT
STYLE="white-space:nowrap">non-corporate</FONT> shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Sovereign Debt Obligations </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in sovereign debt, including of emerging market countries. Investors should be aware that certain
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&#146;s, S&amp;P, or Fitch. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Sovereign debt may be issued by foreign developed and emerging market governments and their respective <FONT
STYLE="white-space:nowrap">sub-divisions,</FONT> agencies or instrumentalities, government-sponsored enterprises and supra-national government entities. Supra-national entities include international organizations that are organized or supported by
one or more government entities to promote economic reconstruction or development and by international banking institutions and related governmental agencies. Investment in sovereign debt can involve a high degree of risk. The governmental entity
that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of the debt. A governmental entity&#146;s willingness or ability to repay principal and interest
due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves or its inability to sufficiently manage fluctuations in relative currency valuations, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entity&#146;s policy toward principal international lenders such as the International Monetary Fund, and the
political and social constraints to which a governmental entity may be subject. Governmental entities also may depend on expected disbursements from foreign governments, multilateral agencies and others to reduce principal and interest arrearages on
their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entity&#146;s implementation of economic reforms and/or economic performance and the timely service of
such debtor&#146;s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties&#146; commitments to lend funds to the
governmental entity, which may further impair such debtor&#146;s ability or willingness to service its debts in a timely manner. Consequently, governmental entities may decide to default on their sovereign debt in whole or in part. There is no
bankruptcy proceeding through which holders of sovereign debt (including the Fund) may attempt to collect all or a portion of their investment upon a default, which could result in significant losses to the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in Brady Bonds, sovereign debt securities created through the exchange of existing commercial bank loans
to sovereign entities for new obligations in connection with debt restructurings under a debt restructuring plan. Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (primarily the U.S. dollar) and are actively
traded in the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> secondary market. Investments in Brady Bonds involve various risks associated with investing in sovereign debt securities and may be
subject to restructuring arrangements or to requests for new credit, which may cause the Fund to lose interest or principal on holdings consisting of Brady Bonds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in foreign currency denominated debt obligations and hedging activities will likely produce a
difference between its book income and its taxable income. This difference may cause a portion of the Fund&#146;s income distributions to constitute returns of capital for tax purposes or require the Fund to make distributions exceeding book income
to qualify as a RIC for federal tax purposes. See &#147;Distributions&#148; and &#147;Tax Matters&#148; below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some of
the countries in which the Fund may invest have encountered difficulties in servicing their sovereign debt. Some of these countries have withheld payments of interest and/or principal of sovereign debt. These difficulties have also led to agreements
to restructure external debt obligations; in particular, commercial bank loans, typically by rescheduling principal payments, reducing interest rates and extending new credits to finance interest payments on existing debt. Unlike most corporate debt
restructurings, the fees and expenses of financial and legal advisers to the creditors in connection with a restructuring may be borne by the holders of the sovereign debt securities instead of the sovereign entity itself. Some sovereign debtors
have in the past been able to restructure their debt payments without the approval of some or all debt holders or to declare moratoria on payments, and similar occurrences may happen in the future where holders of sovereign debt may be requested to
participate in similar rescheduling of such debt. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The ability or willingness of foreign governments to make timely
payments on their sovereign debt is likely to be influenced strongly by a country&#146;s balance of trade and its access to trade and other international credits. A country whose exports are concentrated in a few commodities could be vulnerable to a
decline in the international prices of one or more of such commodities. Increased protectionism on the part of a country&#146;s trading partners could also adversely affect its exports. Such events could extinguish a country&#146;s trade account
surplus, if any. To the extent that a country receives payment for its exports in currencies other than hard currencies, its ability to make hard currency payments could be affected. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The occurrence of political, social, economic and diplomatic changes in one or
more of the countries issuing sovereign debt could adversely affect the Fund&#146;s investments. The countries issuing such instruments may be faced with social and political issues and some of them have experienced high rates of inflation and have
extensive internal debt. Among other effects, high inflation and internal debt service requirements may adversely affect the cost and availability of future domestic sovereign borrowing to finance governmental programs, and may have other adverse
social, political and economic consequences. Political changes or a deterioration of a country&#146;s domestic economy or balance of trade may affect the willingness of countries to service their sovereign debt. There can be no assurance that
adverse political changes will not cause the Fund to suffer a loss of interest or principal on any of its holdings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As a
result of all of the foregoing, a government obligor may default on its obligations and/or the values of its obligations may decline significantly. If an event of default occurs, the Fund may have limited legal recourse against the issuer and/or
guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the political climate in the relevant country.
Bankruptcy, moratorium and other similar laws designed to protect and enforce the rights of creditors may not apply to issuers of sovereign debt obligations in many jurisdictions, may be substantially different from those applicable to issuers of
private debt obligations, and/or may be ineffective in enforcing the Fund&#146;s rights or effecting a recovery on the Fund&#146;s investment. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments
to the holders of other foreign government debt obligations in the event of default under their commercial bank loan agreements. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt and in turn, the
Fund&#146;s NAV, to a greater extent than the volatility inherent in domestic securities. The value of sovereign debt will likely vary inversely with changes in prevailing interest rates, which are subject to considerable variance in the
international market. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Foreign Currencies and Related Transactions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Common Shares are priced in U.S. dollars and the distributions paid by the Fund to Common Shareholders are
paid in U.S. dollars. The Fund may take positions in various foreign <FONT STYLE="white-space:nowrap">(non-U.S.)</FONT> currencies, including by actual holdings of those currencies and through forward, futures, swap, and option contracts with
respect to foreign currencies, for hedging, or as a substitute for actual purchases or sales of the currencies in question; the Fund may also invest without limit in investments denominated in currencies other than the U.S. dollar, including the
local currencies of emerging markets. The Fund&#146;s investments in securities that trade in, or receive revenues in, foreign currencies will be subject to currency risk, which is the risk that fluctuations in the exchange rates between the U.S.
dollar and foreign currencies may negatively affect any investment. See &#147;Principal Risk Factors&#150;Foreign currency risk.&#148; The Fund may (but is not required to) hedge some or all of its exposure to foreign currencies through the use of
derivative strategies. For instance, the Fund may enter into forward foreign currency exchange contracts, and may buy and sell foreign currency futures contracts and options on foreign currencies and foreign currency futures. A forward foreign
currency exchange contract, which involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract, may reduce the Fund&#146;s exposure to changes in the value of the currency it will deliver
and increase its exposure to changes in the value of the currency it will receive for the duration of the contract. The effect on the value of the Fund is similar to selling securities denominated in one currency and purchasing securities
denominated in another currency. Contracts to sell foreign currency would limit any potential gain which might be realized by the Fund if the value of the hedged currency increases. The Fund may enter into these contracts to hedge against foreign
exchange risk arising from the Fund&#146;s investment or anticipated investment in securities denominated in foreign currencies. 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 DoubleLine has the flexibility to engage in such transactions for the Fund, it may determine not to do so or to do so only in unusual
circumstances or market conditions. Also, these transactions may not be successful and may eliminate any chance for the Fund to benefit from favorable fluctuations in relevant foreign currencies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund also may use derivatives contracts for purposes of increasing exposure to a foreign currency or to shift exposure to
foreign currency fluctuations from one currency to another. To the extent that it does so, the Fund will be subject to the additional risk that the relative value of currencies will be different than anticipated by DoubleLine. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Please see &#147;The Fund&#146;s Investment Objectives and Strategies &#151; Portfolio Contents &#151; Foreign and Emerging
Market Investments,&#148; &#147;The Fund&#146;s Investment Objectives and Strategies &#151; Portfolio Contents &#151; Foreign Currencies and Related Transactions&#148; and &#147;Investment Objectives and Strategies &#151; Foreign Currency
Exchange-Related Securities&#148; in the SAI for more information regarding the types of foreign investments and foreign currency transactions in which the Fund may invest and their related risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Preferred Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Preferred securities represent 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 liquidation of the company. Unlike common stocks, preferred stocks usually do not have voting rights. Preferred stocks in some instances
are convertible into common stock. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as holders of a company&#146;s common stock, and thus also represent an ownership interest in the
company. Some preferred stocks offer a fixed rate </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
of return with no maturity date. Because they never mature, these preferred stocks may act like long-term bonds, can be more volatile than other types of preferred stocks and may have heightened
sensitivity to changes in interest rates. Other preferred stocks have a variable dividend, generally determined on a quarterly or other periodic basis, either according to a formula based upon a specified premium or discount to the yield on
particular U.S. Treasury securities or based on an auction process, involving bids submitted by holders and prospective purchasers of such stocks. Although they are equity securities, preferred securities have certain characteristics of both debt
securities and common stock. They are like debt securities in that their stated income is generally contractually fixed. They are like common stocks in that they do not have rights to precipitate bankruptcy proceedings or collection activities in
the event of missed payments. Furthermore, preferred securities have many of the key characteristics of equity due to their subordinated position in an issuer&#146;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. Because preferred securities represent an equity ownership interest in a company, their value usually will react more strongly than bonds and other debt
instruments to actual or perceived changes in a company&#146;s financial condition or prospects, or to fluctuations in the equity markets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In order to be payable, dividends on preferred securities must be declared by the issuer&#146;s board of directors. In
addition, distributions on preferred securities may be subject to deferral and thus may not be automatically payable. Income payments on some preferred securities are cumulative, causing dividends and distributions to accrue even if they are not
declared by the board of directors of the issuer or otherwise made payable. Other preferred securities are <FONT STYLE="white-space:nowrap">non-cumulative,</FONT> meaning that skipped dividends and distributions do not continue to accrue. There is
no assurance that dividends on preferred securities in which the Fund invests will be declared or otherwise made payable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Preferred securities have a liquidation value that generally equals their original purchase price at the date of issuance. The
market values of preferred securities may be affected by favorable and unfavorable changes impacting the issuers&#146; industries or industry sectors. They also may be affected by actual and anticipated changes or ambiguities in the tax status of
the security and by actual and anticipated changes or ambiguities in tax laws, such as changes in corporate and individual income tax rates or the characterization of dividends as <FONT STYLE="white-space:nowrap">tax-advantaged.</FONT> Many of the
preferred securities in which the Fund may invest will not pay <FONT STYLE="white-space:nowrap">tax-advantaged</FONT> dividends. See &#147;Tax Matters.&#148; Because the claim on an issuer&#146;s earnings represented by preferred securities may
become disproportionately large when interest rates fall below the rate payable on the securities or for other reasons, the issuer may redeem preferred securities, generally after an initial period of call protection in which the security is not
redeemable. Thus, in declining interest rate environments in particular, the Fund&#146;s holdings of higher dividend-paying preferred securities may be reduced and the Fund may be unable to acquire securities paying comparable rates with the
redemption proceeds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Convertible Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in convertible securities. Convertible securities include bonds, debentures, notes, preferred stock and
other securities that may be converted into or exchanged for, at a specific price or formula within a particular period of time, a prescribed amount of common stock or other equity securities of the same or a different issuer. Convertible securities
may entitle the holder to receive interest paid or accrued on debt or dividends paid or accrued on preferred stock until the security matures or is redeemed, converted or exchanged. The Fund may invest in convertible bonds and debentures of any
credit quality and maturity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market value of a convertible security is a function of its investment value and its
conversion value. A security&#146;s investment value represents the value of the security without its conversion feature (<I>i.e.</I>, a nonconvertible fixed income security). The investment value may be determined by reference to its credit quality
and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength
of the issuer and the seniority of the security in the issuer&#146;s capital structure. A security&#146;s conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current
price of the underlying security. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the conversion value of a convertible security is significantly below its investment
value, the convertible security generally trades like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. Conversely, if the conversion value of a
convertible security is near or above its investment value, the market value of the convertible security is typically more heavily influenced by fluctuations in the market price of the underlying security. Convertible securities generally have less
potential for gain than common stocks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in convertible securities may at times include
securities that have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities at a specified date and a specified conversion ratio, or that are convertible at the option of
the issuer. Because conversion of the security is not at the option of the holder, the Fund may be required to convert the security into the underlying common stock even at times when to do so is not in the best interests of the shareholders. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund also may invest in &#147;synthetic&#148; convertible securities, which
will be selected based on the similarity of their economic characteristics to those of a traditional convertible security due to the combination of separate securities or instruments that possess the two principal characteristics of a traditional
convertible security, <I>i.e.</I>, an income-producing security (&#147;income-producing component&#148;) and the right to acquire an equity security (&#147;convertible component&#148;). The income-producing component is achieved by investing in <FONT
STYLE="white-space:nowrap">non-convertible,</FONT> income-producing securities such as bonds, preferred stocks and money market instruments. The convertible component is achieved by purchasing warrants or options to buy common stock at a certain
exercise price, or options on a stock index. The Fund may also purchase synthetic securities created by other parties, typically investment banks, including convertible structured notes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in convertible securities, including synthetic convertible securities, particularly securities
that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid, in which case the Fund may not be able to dispose of such securities in a timely fashion or for a fair price, which could result in
losses to the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment in convertible securities may also be generally subject to the risks
associated with investment in fixed income securities. See &#147;Principal Risk Factors&#151;Debt securities risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Stapled Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in stapled securities, which are financial instruments comprised of two or more different instruments that
are contractually bound to form a single salable unit; they cannot be bought or sold separately. Stapled securities may often include a share in a company and a unit in a trust related to that company. The resulting security is influenced by both
parts, and must be treated as one unit at all times, such as when buying or selling a security. The value of stapled securities and the income, if any, derived from them may fall as well as rise. The market for stapled securities may be illiquid at
times, even for those securities that are listed on a domestic or foreign exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Reverse Repurchase Agreements and
Dollar Rolls </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Reverse repurchase agreements involve sales by the Fund of portfolio securities concurrently with an
agreement by the Fund to repurchase the same securities at a later date at a fixed price. Reverse repurchase agreements are speculative techniques involving leverage. Reverse repurchase agreements involve the risk that the market value of the
securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. Reverse repurchase agreements involve the risk that the buyer of the securities sold might be unable to deliver them when the Fund seeks to
repurchase the securities. If the buyer files for bankruptcy or becomes insolvent, the Fund may be delayed or prevented from recovering the security that it sold. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into mortgage dollar rolls with a bank or a broker-dealer. A mortgage dollar roll is a transaction in which
the Fund sells mortgage-related securities for immediate settlement and simultaneously purchases substantially similar securities for forward settlement at a discount. While the Fund begins accruing interest on the newly purchased securities from
the purchase or trade date, it is able to invest the proceeds from the sale of its previously owned securities, which will be used to pay for the new securities. The use of mortgage dollar rolls is a speculative technique involving leverage, and can
have an economic effect similar to borrowing money for investment purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund also may enter into dollar roll
transactions using <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">to-be-announced</FONT></FONT> (&#147;TBA&#148;) securities in which it sells a fixed income security for delivery in the current month and simultaneously contracts
to purchase similar securities (for example, same type, coupon and maturity) at an agreed upon future time. By engaging in a dollar roll transaction, the Fund foregoes principal and interest paid on the security that is sold, but receives the
difference between the current sales price and the forward price for the future purchase. The Fund would also be able to earn interest on the proceeds of the sale before they are reinvested. The Fund accounts for dollar rolls as purchases and sales.
Dollar rolls may be used to create investment leverage and may increase the Fund&#146;s risk and volatility. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Municipal
Bonds </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Municipal bonds are investments of any maturity issued by states, public authorities or political subdivisions
to raise money for public purposes; they include, for example, general obligations of a state or other government entity supported by its taxing powers to acquire and construct public facilities, or to provide temporary financing in anticipation of
the receipt of taxes and other revenue. They also include obligations of states, public authorities or political subdivisions to finance privately owned or operated facilities or public facilities financed solely by enterprise revenues. Changes in
law or adverse determinations by the IRS or a state tax authority could cause the income from some of these obligations to become taxable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Short-term municipal bonds are generally issued by state and local governments and public authorities as interim financing in
anticipation of tax collections, revenue receipts or bond sales to finance such public purposes. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain types of private activity bonds may be issued by public authorities to
finance projects such as privately operated housing facilities; certain local facilities for supplying water, gas or electricity; sewage or solid waste disposal facilities; student loans; or public or private institutions for the construction of
educational, hospital, housing and other facilities. Such obligations are included within the term municipal bonds if the interest paid thereon is, in the opinion of bond counsel, exempt from federal income tax and state personal income tax (such
interest may, however, be subject to federal alternative minimum tax). Other types of private activity bonds, the proceeds of which are used for the construction, repair or improvement of, or to obtain equipment for, privately operated industrial or
commercial facilities, may also constitute municipal bonds, although current federal tax laws place substantial limitations on the size of such issues. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund does not expect to qualify to pass through to shareholders the <FONT STYLE="white-space:nowrap">tax-exempt</FONT>
character of interest on municipal bonds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Inverse Floaters </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An inverse floater is a type of instrument that bears a floating or variable interest rate that moves in the opposite
direction to interest rates generally or the interest rate on another security or index. Changes in interest rates generally, or the interest rate of the other security or index, inversely affect the interest rate paid on the inverse floater, with
the result that the inverse floater&#146;s price will be considerably more volatile than that of a fixed-rate bond. Brokers typically create inverse floaters by depositing an income-producing instrument, which may be a mortgage-backed security, in a
trust. The trust in turn issues a variable rate security and inverse floaters. The rate at which interest is paid by the trust on an inverse floater may vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest
(typically a short term interest rate), and the market prices of inverse floaters may as a result be highly sensitive to changes in interest rates and in prepayment rates on the underlying securities, and may decrease significantly when interest
rates increase or prepayment rates change. The interest rate for the variable rate security is typically determined by an index or an auction process, while the inverse floater holder receives the balance of the income from the underlying
income-producing instrument less an auction fee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Inflation-Indexed Bonds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Inflation-indexed bonds are typically fixed income securities whose principal value is periodically adjusted according to the
rate of inflation. If the index measuring inflation falls, the principal value of inflation indexed bonds will typically be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal
amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal
value of the bond repaid at maturity may be less than the original principal. With regard to municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, the inflation adjustment is typically reflected in the semi-annual coupon
payment. As a result, the principal value of municipal inflation-indexed bonds and such corporate inflation-indexed bonds does not adjust according to the rate of inflation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates
are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Any
increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity. See &#147;Tax Matters.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Event-Linked Instruments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may obtain event-linked exposure by investing in &#147;event-linked bonds&#148; or &#147;event-linked swaps&#148; or
by implementing &#147;event-linked strategies.&#148; Event-linked exposure results in gains or losses that typically are contingent, or formulaically related to defined trigger events. Examples of trigger events include hurricanes, earthquakes,
weather-related phenomena or statistics relating to such events. Some event-linked bonds are commonly referred to as &#147;catastrophe bonds.&#148; If a trigger event occurs, the Fund may lose a portion or its entire principal invested in the bond
or notional amount on a swap. Event-linked exposure often provides for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. Event-linked
exposure also may expose the Fund to certain unanticipated risks including credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked exposures also may be subject to liquidity
risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Private Placements and Restricted Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on
resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such investments, especially under adverse market or economic conditions or in the event of adverse changes in the
financial condition of the issuer, the Fund could find it more difficult to sell such securities when the Adviser believes it advisable to do so or may be able to sell such </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">51 </P>


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securities only at prices lower than if such securities were more widely held. At times, it may also be more difficult to determine the fair value of such securities for purposes of computing the
Fund&#146;s NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While such private placements may offer attractive opportunities for investment not otherwise available
on the open market, the securities so purchased are often restricted securities, <I>i.e.</I>, securities which cannot be sold to the public without registration under the Securities Act or the availability of an exemption from registration (such as
Rules 144, 144A or Regulation S), or which are not readily marketable because they are subject to other legal or contractual delays in or restrictions on resale. There may also be limited public information available regarding investments in private
funds, which will make such investment particularly dependent on the analytical abilities of the Fund&#146;s portfolio managers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The absence of a trading market can make it difficult to ascertain a market value for illiquid investments. Disposing of
illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Fund to sell them promptly at an acceptable price. The Fund may have to bear the extra expense of registering such
securities for resale and the risk of substantial delay in effecting such registration. In addition, market quotations are less readily available. The judgment of the Adviser may at times play a greater role in valuing these securities than in the
case of publicly traded securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Generally speaking, restricted securities may be sold only to qualified institutional
buyers, or in a privately negotiated transaction to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a
public offering for which a registration statement is in effect under the Securities Act. The Fund may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public, and in such event the Fund may
be liable to purchasers of such securities if the registration statement prepared by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Variable and Floating Rate Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The Fund
may invest in floating rate debt instruments (&#147;floaters&#148;) and engage in credit spread trades. While floaters provide a certain degree of protection against rising interest rates, the Fund will participate in any decline in interest rates
as well. A credit spread trade is an investment position relating to a difference in the prices or interest rates of two bonds or other securities, where the value of the investment position is determined by changes in the difference between such
prices or interest rates, as the case may be, of the respective securities. The Fund also may invest in inverse floating rate debt instruments (&#147;inverse floaters&#148;). An inverse floater may exhibit greater price volatility than a fixed rate
obligation of similar credit quality. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Derivatives </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some of the instruments in which the Fund may invest may be referred to as &#147;derivatives,&#148; because their value
&#147;derives&#148; from the value of an underlying asset, reference rate or index. These instruments include options, futures contracts, forward currency contracts, swap agreements and similar instruments. The market value of derivative instruments
and securities sometimes may be more volatile than those of other instruments and each type of derivative instrument may have its own special risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> derivative instruments
may expose the Fund to the credit risk of its counterparty. In the event the counterparty to such a derivative instrument becomes insolvent, the Fund potentially could lose all or a large portion of its investment in the derivative instrument. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investing for hedging purposes or to increase the Fund&#146;s return may result in certain additional transaction costs that
may reduce the Fund&#146;s performance. In addition, when used for hedging purposes, no assurance can be given that each derivative position will achieve a close correlation with the security or currency that is the subject of the hedge, or that a
particular derivative position will be available when sought by the Adviser. While hedging strategies involving derivatives can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable
price movements in other Fund investments. Certain derivatives may create a risk of loss greater than the amount invested. The Fund or its agents will earmark or segregate liquid assets on its books against its derivatives exposures to the extent
required by applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Currency Forward and Futures Contracts </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract as agreed by the parties, at a price set at the time of the contract. In the case of a cancelable forward contract, the holder has the unilateral right to cancel the contract at
maturity by paying a specified fee. The contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades. A foreign currency futures contract is a standardized contract for the future delivery of a specified amount of a foreign currency at a future </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">52 </P>


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date at a price set at the time of the contract. Foreign currency futures contracts traded in the United States are designed by and traded on exchanges regulated by the CFTC, such as the New York
Mercantile Exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Forward foreign currency exchange contracts differ from foreign currency futures contracts in
certain respects. For example, the maturity date of a forward contract may be any fixed number of days from the date of the contract agreed upon by the parties, rather than a predetermined date in a given month. Forward contracts may be in any
amounts agreed upon by the parties rather than predetermined amounts. Also, forward foreign exchange contracts are traded directly between currency traders so that no intermediary is required. A forward contract generally requires no margin or other
deposit. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">At the maturity of a forward or futures contract, the Fund may either accept or make delivery of the currency
specified in the contract, or at or prior to maturity enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with the currency trader who
is a party to the original forward contract. Closing transactions with respect to futures contracts are effected on a commodities exchange or board of trade; a clearing corporation associated with the exchange assumes responsibility for closing out
such contracts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Positions in foreign currency futures contracts and related options may be closed out only on an exchange
or board of trade which provides a secondary market in such contracts or options. Although the Fund will normally purchase or sell foreign currency futures contracts and related options only on exchanges or boards of trade where there appears to be
an active secondary market, there is no assurance that a secondary market on an exchange or board of trade will exist for any particular contract or option or at any particular time. In such event, it may not be possible to close a futures or
related option position and, in the event of adverse price movements, the Fund would continue to be required to make daily cash payments of variation margin on its futures positions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Credit Default Swaps </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A credit default swap is an agreement between the Fund and a counterparty that enables the Fund to buy or sell protection
against a credit event related to a particular issuer. One party, acting as a protection buyer, makes periodic payments, which may be based on, among other things, a fixed or floating rate of interest, to the other party, a protection seller, in
exchange for a promise by the protection seller to make a payment to the protection buyer if a negative credit event (such as a delinquent payment or default) occurs with respect to a referenced bond or group of bonds. Credit default swaps may also
be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the default event that triggers purchase or other factors (for example, the Nth default within a basket, or defaults by a
particular combination of issuers within the basket, may trigger a payment obligation). As a credit protection seller in a credit default swap contract, the Fund would be required to pay the par (or other agreed-upon) value of a referenced debt
obligation to the counterparty following certain negative credit events as to a specified third-party debtor, such as default by a U.S. or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporate issuer on its debt obligations. In return for its
obligation, the Fund would receive from the counterparty a periodic stream of payments, which may be based on, among other things, a fixed or floating rate of interest, over the term of the contract provided that no event of default has occurred. If
no default occurs, the Fund would keep the stream of payments, and would have no payment obligations to the counterparty. The Fund may sell credit protection in order to earn additional income and/or to take a synthetic long position in the
underlying security or basket of securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into credit default swap contracts as protection buyer in
order to hedge against the risk of default on the debt of a particular issuer or basket of issuers or attempt to profit from a deterioration or perceived deterioration in the creditworthiness of the particular issuer(s) (also known as buying credit
protection). This would involve the risk that the investment may expire worthless and would only generate gain in the event of an actual default by the issuer(s) of the underlying obligation(s) (or, as applicable, a credit downgrade or other
indication of financial instability). It would also involve the risk that the seller may fail to satisfy its payment obligations to the Fund. The purchase of credit default swaps involves costs, which will reduce the Fund&#146;s return. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit default swaps involve a number of special risks. A protection seller may have to pay out amounts following a negative
credit event greater than the value of the reference obligation delivered to it by its counterparty and the amount of periodic payments previously received by it from the counterparty. When the Fund acts as a seller of a credit default swap, it is
exposed to, among other things, leverage risk because if an event of default occurs the seller must pay the buyer the full notional value of the reference obligation. When the Fund acts as a seller of a credit default swap, the Fund or its agents
will earmark on its books or segregate liquid assets equal to the full notional amount of the swap agreement. Each party to a credit default swap is subject to the credit risk of its counterparty (the risk that its counterparty may be unwilling or
unable to perform its obligations on the swap as they come due). The value of the credit default swap to each party will change, at times significantly, based on changes in the actual or perceived creditworthiness of the underlying issuer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A protection buyer may lose its investment and recover nothing should an event of default not occur. The Fund may seek to
realize gains on its credit default swap positions, or limit losses on its positions, by selling those positions in the secondary market. There can be no assurance that a liquid secondary market will exist at any given time for any particular credit
default swap or for credit default swaps generally. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">53 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market for credit default swaps has at times become more volatile as the
creditworthiness of certain counterparties has been questioned and/or downgraded. The parties to a credit default swap may be required to post collateral to each other. If the Fund posts initial or periodic collateral to its counterparty, it may not
be able to recover that collateral from the counterparty in accordance with the terms of the swap. In addition, if the Fund receives collateral from its counterparty, it may be delayed or prevented from realizing on the collateral in the event of
the insolvency or bankruptcy of the counterparty. The Fund may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit default swap position,
which may cause the Fund to incur more losses. There can be no assurance that the Fund will be able to exit a credit default swap position effectively when it seeks to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Certain Interest Rate Transactions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Interest rate swaps involve the exchange by the Fund with a counterparty of their respective commitments to pay or receive
interest, such as an exchange of fixed-rate payments for floating-rate payments. These transactions generally involve the Fund&#146;s agreement with the swap counterparty to pay a fixed rate payment in exchange for the counterparty paying the Fund a
variable rate payment that is intended to approximate a variable rate payment obligation of the Fund (for example, a variable rate payment obligation on any preferred shares issued by the Fund). The payment obligation would be based on the notional
amount of the swap. Other forms of interest rate swap agreements in which the Fund may invest include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a
specified rate, or &#147;cap&#148;; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or &#147;floor&#148;; and interest rate
collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. The Fund may use interest rate swap transactions with the intent
to reduce or eliminate the risk that an increase in short-term interest rates could pose for the performance of the Common Shares as a result of leverage, and also may use these instruments for other hedging or investment purposes. Any termination
of an interest rate swap transaction could result in a termination payment by or to the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Money Market Instruments
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in money market instruments. These instruments include, but are not limited to, commercial paper,
money market instruments, money market mutual funds and the following instruments: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>U.S. Government Securities</U>.
Obligations issued or guaranteed as to principal and interest by the United States or its agencies (such as the Export-Import Bank of the United States, Federal Housing Administration and Government National Mortgage Association) or its
instrumentalities (such as the Federal Home Loan Bank), including Treasury bills, notes and bonds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Bank
Obligations</U>. Obligations including certificates of deposit, fixed time deposits and bankers&#146; acceptances, commercial paper (see below) and other debt obligations of banks subject to regulation by the U.S. Government and having total assets
of $1&nbsp;billion or more, and instruments secured by such obligations, not including obligations of foreign branches of domestic banks except as permitted below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Eurodollar Certificates of Deposit</U>. Eurodollar certificates of deposit issued by foreign branches of domestic banks
having total assets of $1&nbsp;billion or more (investments in Eurodollar certificates may be affected by changes in currency rates or exchange control regulations, or changes in governmental administration or economic or monetary policy in the
United States and abroad). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Obligations of Savings Institutions</U>. Certificates of deposit of savings banks and
savings and loan associations, having total assets of $1&nbsp;billion or more (investments in savings institutions above $100,000 in principal amount are not protected by federal deposit insurance). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Fully Insured Certificates of Deposit</U>. Certificates of deposit of banks and savings institutions, having total assets
of less than $1&nbsp;billion, if the principal amount of the obligation is insured by the Bank Insurance Fund or the Savings Association Insurance Fund (each of which is administered by the Federal Deposit Insurance Corporation). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Other Short-Term Obligations</U>. Debt securities initially issued with a remaining maturity of 397 days or less. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Depositary Receipts </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in American Depositary Receipts (&#147;ADRs&#148;) as well as other hybrid forms of ADRs, including
European Depositary Receipts (&#147;EDRs&#148;) and Global Depositary Receipts (&#147;GDRs&#148;), which are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depositary banks and generally trade on an
established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer&#146;s home country. The </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">54 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
depositary bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate
actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing in foreign securities. In addition
to investment risks associated with the underlying issuer, Depositary Receipts expose the Fund to additional risks associated with the <FONT STYLE="white-space:nowrap">non-uniform</FONT> terms that apply to Depositary Receipt programs, credit
exposure to the depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency risk and the risk of an illiquid market for Depositary Receipts. Unsponsored ADR, EDR and GDR programs are
organized independently and without the cooperation of the issuer of the underlying securities. Unsponsored programs generally expose investors to greater risks than sponsored programs and do not provide holders with many of the shareholder benefits
that come from investing in a sponsored Depositary Receipt. As a result, available information concerning the issuer may not be as current as for sponsored ADRs, EDRs and GDRs, and the prices of unsponsored ADRs, EDRs and GDRs may be more volatile
than if such instruments were sponsored by the issuer. Depositary Receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Portfolio Duration </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities of any maturity or no maturity or negative duration, and there are no limits on the duration
of the Fund&#146;s portfolio. The Adviser retains broad discretion to modify the Fund&#146;s duration within a wide range, including the discretion to construct a portfolio of investments for the Fund with a negative duration. The portfolio managers
intend, under normal market conditions, to seek to construct an investment portfolio with a weighted average effective duration of not less than two years and not more than ten years. Duration is a measure of the expected life of a debt instrument
that is used to determine the sensitivity of a security&#146;s price to changes in interest rates. For example, the value of a portfolio of debt securities with an average duration of ten years would generally be expected to decline by approximately
10% if interest rates rose by one percentage point. Effective duration is a measure of the Fund&#146;s portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage
<FONT STYLE="white-space:nowrap">pre-payment</FONT> rates. The effective duration of the Fund&#146;s investment portfolio may from time to time vary materially from the range stated above. The Fund may incur costs in implementing duration management
strategies, and there is no assurance that the effective duration of the Fund&#146;s investment portfolio will not vary outside the range stated above.<SUP STYLE="font-size:85%; vertical-align:top"> </SUP> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Structured Notes and Related Instruments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A structured investment is a security having a return tied to an underlying index or other security or asset class. Structured
investments generally are individually negotiated agreements and may be traded <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter.</FONT></FONT> Structured investments are organized and operated to restructure the
investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, or specified instruments (such as commercial bank loans) and the issuance by that entity or
one or more classes of securities (&#147;structured securities&#148;) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to
create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the
cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured securities are generally
of a class of structured securities that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured
securities. Structured securities are typically sold in private placement transactions, and there currently is no active trading market for structured securities. Investments in government and government-related and restructured debt instruments are
subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt and requests to extend additional loan amounts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Other Investment Companies </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest without limit in securities of other open- or <FONT STYLE="white-space:nowrap">closed-end</FONT>
investment companies, including ETFs and investment companies sponsored or managed by the Adviser or its related parties, to the extent that such investments are consistent with the Fund&#146;s investment objectives, strategies and policies and are
permissible under the 1940 Act. The Fund may invest in other investment companies to gain broad market or sector exposure, including during periods when it has large amounts of uninvested cash (such as the period shortly after the Fund receives the
proceeds of the offering of its Common Shares) or when DoubleLine believes share prices of other investment companies offer attractive values. As a shareholder in an investment company, the Fund will bear its ratable share of that investment
company&#146;s expenses and would remain subject to payment of the Fund&#146;s management fees and other expenses with respect to assets so invested. Common Shareholders would therefore be subject to duplicative expenses to the extent the Fund
invests in other investment companies. The securities of other investment companies may be leveraged, in which case the NAV and/or market value of the investment company&#146;s shares will be more volatile than unleveraged investments. See
&#147;Principal Risk Factors&#151;Leverage risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in other investment companies may be
limited by provisions of the 1940 Act that restrict the aggregate amount the Fund (and in some cases, its affiliated persons) can invest in any one investment company or any series thereof. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">55 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Common Stocks and Other Equity Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in equity securities. Equity securities are securities that represent an ownership interest (or the right
to acquire such an interest) in a company and include common and preferred stock. Common stocks represent an equity or ownership interest in an issuer. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a
specified rate and that has priority over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take priority over holders of preferred stock, whose claims take priority
over the claims of those who own common stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While offering greater potential for long-term growth, equity securities
generally are more volatile and riskier than some other forms of investment, although under certain market conditions various fixed-income investments have comparable or greater price volatility. Therefore, the value of an investment in the Fund may
at times decrease instead of increase. The Fund&#146;s investments may include securities traded <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> as well as those traded on a securities exchange. Some
securities, particularly <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> securities, may be more difficult to sell under some market conditions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Commercial Paper </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Commercial paper represents short-term unsecured promissory notes issued in bearer form by corporations such as banks or bank
holding companies and finance companies. The rate of return on commercial paper may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Repurchase Agreements </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into repurchase agreements, which may be viewed as a type of secured lending by the Fund, typically
involving the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The repurchase agreements will provide that the Fund will sell back to the institution, and
that the institution will repurchase, the underlying security (&#147;collateral&#148;) at a specified price and at a fixed time in the future, often not more than seven days from the date of purchase. The collateral will be maintained in a
segregated account and, with respect to United States repurchase agreements, will be marked to market daily to ensure that the full value of the collateral, as specified in the repurchase agreement, does not decrease below the repurchase price plus
accrued interest. If such a decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization. The Fund will accrue interest from the institution until the date the repurchase
occurs. Although this date is deemed by the Fund to be the maturity date of a repurchase agreement, the maturities of the collateral securities are not subject to any limits and may exceed one year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>When-Issued, Delayed Delivery and Forward Commitment Transactions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When purchasing a security on a when-issued, delayed delivery, or forward commitment basis, the Fund assumes many of the
benefits and risks of ownership of the security, including the risk of price and yield fluctuations, but does not take delivery of the security until a date substantially after the date the transaction is entered into. Because the Fund is not
required to pay for the security until the delivery date, these transactions may create investment leverage. When the Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Fund does not participate in future
gains or losses with respect to the security. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When-issued, delayed delivery and forward commitment transactions include <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">to-be-announced</FONT></FONT> transactions (&#147;TBAs&#148;). In a TBA the Fund typically agrees to buy a mortgage-backed security of a specific type and maturity and issued by an agency
or instrumentality of the U.S. Government on a future date. Purchasing securities on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">to-be-announced</FONT></FONT> basis can have the effect of leveraging the Fund&#146;s portfolio
and increasing the volatility of the Fund&#146;s performance because the Fund has investment exposure to the securities it has agreed to purchase before it has to pay for them. TBAs may be purchased independently or as part of a dollar roll
transaction. See &#147;Reverse Repurchase Agreements and Dollar Rolls&#148; above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Recently finalized rules of FINRA
would impose mandatory margin requirements for certain types of when-issued, delayed delivery, forward commitment, or TBA transactions, with limited exceptions. There is no similar requirement applicable to the Fund&#146;s counterparties. Such
transactions historically have not been required to be collateralized, and, if those rules are implemented, mandatory collateralization could increase the cost of such transactions and impose added operational complexity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Short Sales and Short Positions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Short sales are transactions in which the Fund sells an instrument it does not own, in anticipation of a decline in the market
value of that instrument. To complete such a transaction, the Fund must borrow the instrument to make delivery to the buyer. The Fund then is obligated to replace the instrument borrowed by purchasing it at the market price at or prior to the time
of replacement. The price at such time may be more or less than the price at which the instrument was sold by the Fund. Until the instrument is replaced, the Fund </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">56 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
is required to repay the lender any dividends or interest that accrues during the period of the loan. The Fund may also enter into a derivative transaction in order to establish a short position
with respect to a reference asset. To borrow the instrument or establish the position, the Fund also may be required to pay a premium, which would increase the cost of the instrument sold or position established. The net proceeds of the short
position will be retained by the broker (or by the Fund&#146;s custodian in a special custody account), to the extent necessary to meet margin requirements, until the short position is closed out. The Fund also will incur transaction costs in
effecting short positions. The Fund does not currently intend to borrow securities for the purpose of engaging in short sales, though the Fund may enter into short positions at any time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will incur a loss as a result of the short position if the price of the instrument or the value of the reference
asset increases between the date of the short sale or short position and the date on which the Fund replaces the borrowed instrument or otherwise closes out the transaction. The Fund will generally realize a gain if the instrument or the value of
the reference asset declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest, or expenses the Fund may be required to pay in connection
with a short position. There can be no assurance that the Fund will be able to close out the position at any particular time or at an acceptable price. The Fund&#146;s ability to engage in short sales may from time to time be limited or prohibited
because of the inability to borrow certain instruments in the market, legal restrictions on short sales, or other reasons. The loss to the Fund from a short position is potentially unlimited. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Lending of Portfolio Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may make secured loans of its portfolio securities, on either a short-term or long-term basis, amounting to not more
than 33<SUP STYLE="font-size:85%; vertical-align:top">1/3</SUP>% of its total assets, thereby potentially realizing additional income. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in
recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. If a borrower defaults, the value of the collateral may decline before the Fund can dispose of it. As a matter of policy, securities loans
are made to broker-dealers pursuant to agreements requiring that the loans be continuously secured by collateral consisting of cash or short-term debt obligations at least equal at all times to the value of the securities on loan, <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">marked-to-market</FONT></FONT> daily. The borrower pays to the Fund an amount equal to any dividends or interest received on securities lent. The Fund retains all or a portion of the
interest received on investment of the cash collateral or receives a fee from the borrower. The Fund bears the risk of any loss on the investment of the collateral; any such loss may exceed, potentially by a substantial amount, any profit to the
Fund from its securities lending activities. Although voting rights, or rights to consent, with respect to the loaned securities may pass to the borrower, the Fund retains the right to call the loans at any time on reasonable notice, and it will do
so to enable the Fund to exercise voting rights on any matters materially affecting the investment. The Fund may also call such loans in order to sell the securities. The Fund may pay fees in connection with arranging loans of its portfolio
securities. Please see below under &#147;Credit Facility&#148; for further discussion on the financial leverage the Fund has obtained through an agreement with SSB. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Please see &#147;Investment Objectives and Strategies&#148; in the SAI for additional information regarding the investments
of the Fund and their related risks. </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_6"></A>Leverage </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund currently uses, and may in the future use, financial leverage.&nbsp;The Fund has obtained financial leverage through
a Liquidity Agreement (the &#147;Liquidity Agreement&#148;) with State Street Bank&nbsp;&amp; Trust Company (&#147;SSB&#148;), as discussed below under &#147;Credit Facility.&#148; The Fund also may enter into transactions other than borrowings that
may give rise to a form of leverage or that have leverage embedded in them including, among others, the issuance of preferred shares, reverse repurchase agreements, dollar roll transactions, and credit default swap contracts and/or other
transactions. Other such transactions include loans of portfolio securities, transactions involving derivative instruments, short sales and when-issued, delayed delivery, and forward commitment transactions. These transactions may represent a form
of investment leverage and will create special risks. The use of these forms of additional leverage will increase the volatility of the Fund&#146;s investment portfolio and could result in larger losses than if the strategies were not used. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under normal market conditions, the Fund will not (i)&nbsp;enter into reverse repurchase agreements or dollar roll
transactions, (ii)&nbsp;borrow money through loans or draw on lines of credit from banks or other credit facilities, (iii)&nbsp;issue preferred shares, or (iv)&nbsp;enter into derivatives transactions with the intention on the part of the Adviser to
create investment leverage, if as a result the amount of investment leverage the Adviser determines to be attributable to the activities listed in (i)&nbsp;through (iv)&nbsp;above in the aggregate would exceed 50% of the Fund&#146;s total assets
(including, for purposes of the 50% limit, the amounts of leverage obtained through such activities) (the &#147;50% leverage policy&#148;). Derivatives transactions entered into by the Fund to hedge, manage or reduce risk or to equitize a cash
position will not be considered to have been made for the purpose of creating investment leverage and therefore will not be subject to the 50% leverage policy; the Adviser generally will determine whether an investment has the effect of creating
investment leverage by evaluating the effect of the investment on the exposure and risk profile of the Fund as a whole. It is possible that following the incurrence of any amount of investment leverage, the value of the assets of the Fund will
decline due to market conditions or other factors and that the 50% leverage limit will as a result be exceeded. In that case, the leverage risk to holders of Common Shares (&#147;Common Shareholders&#148;) will increase. See &#147;Principal Risk
Factors&#151;Leverage risk.&#148; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">57 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will use leverage opportunistically and may choose to increase,
decrease, or eliminate its use of leverage over time and from time to time based on DoubleLine&#146;s assessment of the yield curve environment, interest rate trends, market conditions, and other factors. There is no assurance that the Fund will
issue preferred shares, borrow money through loans or draw on lines of credit from banks or other credit facilities, enter into reverse repurchase agreements, or dollar roll transactions or similar transactions and/or use other forms of leverage. If
used, there is no assurance that the Fund&#146;s leveraging strategies will be successful. The use of leverage will increase the volatility of the performance of the Fund&#146;s investment portfolio and could result in the Fund experiencing greater
losses than if leverage were not used. The net proceeds the Fund obtains from the use of leverage will be invested in accordance with the Fund&#146;s investment objectives and policies as described in this Prospectus. So long as the rate of return,
net of applicable Fund expenses, on the investments purchased by the Fund exceeds the costs of such leverage to the Fund, the use of leverage should help the Fund to achieve an investment return greater than it would if it were not leveraged,
although use of leverage may result in losses greater than if the Fund had not used leverage. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Leveraging is a speculative
technique and there are special risks and costs involved. By using leverage, the Fund will seek to obtain a higher return for Common Shareholders than if the Fund did not use leverage. The Fund cannot assure you that any use of borrowings, an
issuance of preferred shares, the use of reverse repurchase agreements or dollar roll transactions, and/or the use of derivatives strategies will result in a higher investment return on your Common Shares, and it may result in losses. When leverage
is used, the NAV and market price of the Common Shares and the yield to Common Shareholders will be more volatile. In addition, fees and expenses of repurchase agreements and borrowings, any future issuance of preferred shares, and other forms of
leverage borne by the Fund are borne entirely by the Common Shareholders and not by preferred shareholders, if any, and will reduce the investment return of the Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The 1940 Act generally prohibits the Fund from engaging in most forms of leverage representing indebtedness unless immediately
after the issuance of the leverage the Fund has satisfied the asset coverage test with respect to senior securities representing indebtedness prescribed by the 1940 Act; that is, the value of the Fund&#146;s total assets less all liabilities and
indebtedness not represented by senior securities (for these purposes, &#147;total net assets&#148;) is at least 300% of the senior securities representing indebtedness (effectively limiting the use of leverage through senior securities representing
indebtedness to 33 1/3% of the Fund&#146;s total net assets, including assets attributable to such leverage). In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless, at the time of such
declaration, this asset coverage test is satisfied with respect to indebtedness other than certain privately arranged debt that is not intended to be publicly distributed. The Fund may (but is not required to) cover its commitments under derivatives
instruments by the segregation of liquid assets, or by entering into offsetting transactions or owning positions covering its obligations. To the extent that certain of these instruments are so covered, they will not be considered &#147;senior
securities&#148; under the 1940 Act and therefore will not be subject to the 300% asset coverage requirement of the 1940 Act otherwise applicable to forms of senior securities representing indebtedness used by the Fund. However, such instruments,
even if covered, represent a form of economic leverage and create special risks. The use of these forms of leverage increases the volatility of the Fund&#146;s investment portfolio and could result in larger losses to Common Shareholders than if
these strategies were not used. See &#147;Principal Risk Factors&#151;Leverage risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In November 2019, the SEC <FONT
STYLE="white-space:nowrap">re-proposed</FONT> a new rule that would replace present SEC and SEC staff regulatory guidance related to limits on a registered investment company&#146;s use of derivative instruments and certain other transactions, such
as short sales and reverse repurchase agreements. The ultimate impact, if any, of the new rule remains unclear, but if adopted as proposed, the rule would, among other things, require that the Fund limit derivatives exposure through one of two <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">value-at-risk</FONT></FONT> tests, eliminate the asset segregation framework for covering derivatives and certain financial instruments arising from the SEC&#146;s Release 10666 and related
SEC staff guidance, and require any fund, including the Fund, entering into reverse repurchase agreements (or other similar financing transactions) to count its exposure under such agreements and transactions towards its required asset coverage
requirement under Section&nbsp;18 of the 1940 Act. The Fund would also be required to adopt and implement a derivatives risk management program. While the full extent and cost of these regulations is unclear, and proposed regulations may be revised
before adoption or may never be adopted, these regulations could, among other things, restrict the Fund&#146;s ability to use leverage, engage in derivatives transactions and/or increase the cost of such derivatives transactions. These limitations
may substantially curtail the Fund&#146;s ability to use derivative instruments and inhibit the Adviser&#146;s ability to establish what it views as the optimal investment exposure for the Fund. If the proposed rule is adopted, the Fund might not be
able to use derivative instruments, reverse repurchase agreements and other transactions to the same extent as if the current regulatory structure had remained in place, and the ability of the Adviser to pursue the Fund&#146;s investment objectives
as currently anticipated, and the Fund&#146;s investment performance, might be adversely affected. The risks described in this Prospectus relating to the Fund&#146;s use of derivatives and other financial instruments would continue to apply
generally if the rule were adopted as proposed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Current and future regulation of the derivatives markets may make
derivatives more costly, may limit the availability or liquidity of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse developments could impair the effectiveness of the Fund&#146;s derivatives
transactions and cause the Fund to lose value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Additional or other new regulations or guidance issued by the SEC or the
CFTC or their staffs could, among other things, restrict the Fund&#146;s ability to engage in leveraging and derivatives transactions (for example, by making certain types of derivatives </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">58 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
transactions no longer available to the Fund) and/or increase the costs of such leveraging and derivatives transactions (for example, by increasing margin or capital requirements), and the Fund
may be unable to execute its investment strategy as a result. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Please see &#147;Principal Risk Factors&#151;Leverage
risk&#148; for additional information regarding the Fund&#146;s use of leverage and related risks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>EFFECTS OF LEVERAGE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Liquidity Agreement provides for credit availability for the Fund such that it may borrow up to $1&nbsp;billion. As of
June&nbsp;30, 2020, the amount of total outstanding borrowings was $625,000,000. Interest charged is at the rate of <FONT STYLE="white-space:nowrap">one-month</FONT> LIBOR (London Interbank Offered Rate) plus 0.70%. These rates represent floating
rates of interest that may change over time.&nbsp;The Fund will also be responsible for paying a <FONT STYLE="white-space:nowrap">non-usage</FONT> fee of 0.25% of available credit over $150,000,000 that has not been borrowed by the Fund. Assuming
the Fund uses leverage in the form of borrowings representing 32.28% of the Fund&#146;s total managed assets (including the amounts of leverage obtained through such instruments), at an annual effective interest expense of 0.86% payable by the Fund
on such instruments (based on market interest rates as of the date of this Prospectus), the annual return that the Fund&#146;s portfolio must experience in order to cover such costs of the borrowings would be 0.28%. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The information below is designed to illustrate the effects of leverage through the use of senior securities under the 1940
Act, and does not reflect the Fund&#146;s use of certain other forms of economic leverage achieved through the use of other instruments or transactions not considered to be senior securities under the 1940 Act, such as reverse repurchase agreements,
dollar roll transactions, credit default swaps, total return swaps or other derivative instruments. Of course, these figures are merely estimates based on current market conditions, used for illustration purposes only. Actual expenses associated
with preferred shares and/or borrowings used by the Fund may vary frequently and may be significantly higher or lower than the rate used for the example above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment
portfolio returns expected to be experienced by the Fund. Your actual returns may be greater or less than those appearing below. In addition, actual expenses associated with preferred shares or borrowings, if any, used by the Fund may vary
frequently and may be significantly higher or lower that the rate used for the example below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="63%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
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<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD></TD>
<TD></TD>
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<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Assumed Portfolio Total Return</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(10.00)</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(5.00)&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.00&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5.00&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10.00&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Common Share Total Return</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(15.18)</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(7.79)&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">(0.41)&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">6.97&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">14.36&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">%&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Common Shares total return is composed of two elements&#151;the distributions paid by the Fund
to holders of Common Shares (the amount of which is largely determined by the net investment income of the Fund after paying interest expenses on the Fund&#146;s leveraging transactions as described above and dividend payments on any preferred
shares issued by the Fund and expenses on any forms of leverage outstanding) and gains or losses on the value of the securities and other instruments the Fund owns. As required by SEC rules, the table assumes that the Fund is more likely to suffer
capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the income it receives on its investments is entirely offset by losses in the value of those investments. This table reflects
hypothetical performance of the Fund&#146;s portfolio and not the actual performance of the Fund&#146;s Common Shares, the value of which will be determined by market forces and other factors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Any benefits of leverage used by the Fund cannot be fully achieved until the proceeds resulting from the use of such leverage
have been received by the Fund and invested in accordance with the Fund&#146;s investment objectives and policies. The Fund&#146;s willingness to use leverage, and the extent to which leverage is used at any time, will depend on many factors,
including, among other things, DoubleLine&#146;s assessment of the yield curve environment, interest rate trends, market conditions and other factors. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>CREDIT FACILITY </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As noted
above, the Fund has obtained financial leverage through a Liquidity Agreement with SSB that allows the Fund to borrow up to $1&nbsp;billion. The Liquidity Agreement may be terminated by SSB upon 360 days&#146; written notice. As of June&nbsp;30,
2020, the amount of total outstanding borrowings was $625,000,000. The Fund pledges its assets as collateral to secure obligations under the Liquidity Agreement. Under the terms of the Liquidity Agreement, the Fund may enter into securities lending
transactions initiated by SSB, acting as the Fund&#146;s authorized securities lending agent. All securities lent through SSB are required to be secured with cash collateral received from the securities lending counterparty in amounts specified by
the terms of the Liquidity Agreement. Cash collateral received by SSB, in its role as securities lending agent for the Fund, may be used by SSB to fund amounts drawn by the Fund under the Liquidity Agreement. The Fund retains the risks and rewards
of the ownership of assets pledged to secure obligations under the Liquidity Agreement and generally expects to make these assets available for securities lending transactions. In the event the Liquidity Agreement is terminated, the Fund may be
required to sell securities in order to pay amounts due thereunder, and there can be no assurance that the Fund will be able to obtain a replacement source of leverage. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">59 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The amount that can be funded through securities lending is limited to 90% of the
outstanding borrowings under the Liquidity Agreement. Any amounts credited against the Liquidity Agreement are considered leverage and would be subject to various limitations in the Liquidity Agreement and the 1940 Act. Upon return to the Fund of
loaned securities, the collateral must be returned to the securities lending counterparty, and SSB may either lend other securities of the Fund or may replace such amount through direct loans from SSB. SSB has the option under the Liquidity
Agreement to replace amounts lent to the Fund directly by SSB with the proceeds of securities lending transactions, and vice versa, without notice to or consent from the Fund. SSB retains all amounts paid by securities lending counterparties for
loaned securities. Borrowers of Fund securities are required to pay the Fund substitute interest, dividends and other distributions paid with respect to any borrowed security. The Fund has the right to call a loan and obtain the securities loaned at
any time. In an event of default, any deposits or other sums credited by or due from SSB to the Fund and any collateral in the possession of SSB may be applied to or set off by SSB against the payment of the obligations under the Liquidity
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the event of a securities lending counterparty default, SSB has agreed to indemnify the Fund for certain
losses that may arise in connection with the default. Although the risk of the loss by the Fund of the securities lent may be mitigated by receiving collateral from the securities lending counterparty and through SSB&#146;s indemnification, the Fund
could experience losses on securities loans, a delay in recovering, or an inability to recover, securities on loan, and the Fund could experience a lower than expected return if the securities lending counterparty fails to return the securities on a
timely basis. See &#147;Portfolio Contents - Lending of Portfolio Securities&#148; above for more information regarding securities lending activity and its related risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may terminate the Liquidity Agreement with 60 days&#146; notice. If certain asset coverage and collateral
requirements, minimum net assets or other covenants are not met, the Fund could be deemed to be in default under the Liquidity Agreement and result in termination, which would require repayment of amounts borrowed under the Liquidity Agreement. In
such an event, the Fund could be forced to sell portfolio holdings other than in the ordinary course, and potentially at unattractive valuations, to raise cash to <FONT STYLE="white-space:nowrap">re-pay</FONT> the borrowed amounts. Absent a default
or facility termination event, SSB is required to provide the fund with 360 days&#146; notice prior to terminating the Liquidity Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Outstanding amounts may be prepayable by the Fund prior to final maturity only with a penalty payment. There are not expected
to be any sinking fund or mandatory retirement provisions. Outstanding amounts are payable at maturity or such earlier times as required by the agreement. The Fund may be required to prepay outstanding amounts under the facility or incur a penalty
rate of interest in the event of the occurrence of certain events of default. The Fund would be expected to indemnify the lenders under the facility against liabilities they may incur in connection with the facility. There can be no assurance that
the Fund will be successful in establishing or maintaining any given credit facility or other forms of borrowing leverage. Leveraging with a credit facility is expected to result in the Fund paying one or more lenders fees that are in addition to
the required interest payments (which may be based on a fixed or floating rate) under the credit facility, including, among others, a commitment fee, a facility fee on the unused portion of the credit facility, closing costs and related fees and
expenses. See &#147;Summary of Fund Expenses.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the Liquidity Agreement contains covenants that, among
other things, limit the Fund&#146;s ability to incur additional debt, change its fundamental investment policies and restrictions, and engage in mergers, consolidations and sales of its assets. Any borrowings from a credit facility may be required
to be secured by a pledge of the Fund&#146;s assets. Only certain of the Fund&#146;s assets may be eligible to be pledged under the terms of a credit facility. Consequently, the Fund may be limited in its ability to draw on a given credit facility
by the amount of eligible securities the Fund holds in its portfolio and is able to pledge. There can be no assurance that the Fund will enter into or maintain an agreement for a credit facility at all or on terms and conditions representative of
the foregoing, or that additional material terms will not apply. In addition, if entered into, any such credit facility may in the future be replaced or refinanced by one or more credit facilities having substantially different terms or by the
issuance of preferred shares or debt securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the 1940 Act, the Fund would not be permitted to issue any senior
security representing indebtedness unless immediately after such issuance the value of the Fund&#146;s total assets less all liabilities and indebtedness not represented by senior securities is at least 300% of the value of the outstanding amount of
any senior securities representing indebtedness (as defined in the 1940 Act). In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless, at the time of such declaration, the value of the
Fund&#146;s total assets satisfies the above-referenced 300% coverage requirement after deducting the amount of such dividend or distribution. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>POSSIBLE FUTURE ISSUANCE OF PREFERRED SHARES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As noted above, although the Fund has no present intention to do so, the Fund may determine in the future to issue preferred
shares to add leverage to its portfolio. Any such preferred shares would have complete priority upon distribution of assets over the Common Shares. Under the 1940 Act, the Fund would not be permitted to issue preferred shares unless immediately
after such issuance the value of the Fund&#146;s total assets less liabilities (other than any senior securities outstanding or the liquidation value of any outstanding preferred shares) was at least 200% of the liquidation value of the outstanding
preferred shares plus the aggregate amount of any senior securities representing indebtedness (as defined in the 1940 Act) held by the Fund as described above (<I>i.e.</I>, such liquidation value plus the aggregate amount of senior securities
representing indebtedness may not exceed 50% of the Fund&#146;s total assets less liabilities (other than any senior securities outstanding or the liquidation value of any outstanding preferred shares)). In addition, if the Fund issues preferred
shares, the 1940 Act prohibits the declaration of any dividend (except a dividend payable in Common Shares of the Fund) or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">60 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
distribution upon the common shares of the Fund, or purchase of any such Common Shares, unless in every such case the preferred share class has, at the time of the declaration of any such
dividend or distribution or at the time of any such purchase, an asset coverage of at least 200% (as described above) after deducting the amount of such dividend, distribution, or purchase price, as the case may be. The 1940 Act requires that the
holders of any preferred shares, voting separately as a single class, have the right to elect two Trustees at all times, and, if dividends on preferred shares shall be unpaid in an amount equal to two full years&#146; dividends on such preferred
shares, to elect a majority of the Trustees. The Fund might also be subject to certain restrictions imposed by guidelines of one or more rating agencies that may issue ratings for preferred shares issued by the Fund. These guidelines may impose
asset coverage or portfolio composition requirements that are more stringent than those imposed on the Fund by the 1940 Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund determines to issue preferred shares, the Fund expects to apply for ratings for such preferred shares from
Moody&#146;s, S&amp;P, Fitch and/or another nationally recognized statistical rating organization (each an &#147;NRSRO&#148; and collectively &#147;NRSROs&#148;). In order to obtain and maintain such ratings, the Fund expects to be required to
comply with investment quality and other guidelines established by an NRSRO. The Fund may also be required to comply with investment quality and other guidelines established by a liquidity provider with which the Fund may enter into an arrangement
in order to enhance the liquidity of the preferred shares it issues. Any such guidelines imposed by an NRSRO and/or a liquidity provider will likely be more restrictive than the restrictions set forth in this Prospectus and the SAI; at this time,
however, no assurance can be given as to the nature or extent of any such guidelines that may be imposed. No minimum rating is required for the issuance of preferred shares by the Fund. Moody&#146;s, S&amp;P and Fitch receive fees in connection with
their ratings issuances. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_7"></A>Principal Risk Factors </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or that
you may lose part or even all of your investment. Therefore, you should carefully consider the risks below and other information contained in this Prospectus before you decide to participate in the offering. The section below does not describe all
risks associated with an investment in the Fund. Additional risks and uncertainties also may adversely affect and impair the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>MARKET DISCOUNT
RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As with any stock, the price of the Fund&#146;s Common Shares will fluctuate with market conditions and other factors. If you
sell your Common Shares, the price received may be more or less than your original investment. The Common Shares are designed for long-term investors and should not be treated as trading vehicles. Shares of
<FONT STYLE="white-space:nowrap">closed-end</FONT> management investment companies frequently trade at a discount from their NAV. The Common Shares may trade at a price that is less than the initial offering price. This risk may be greater for
investors who sell their Common Shares relatively shortly after completion of the initial offering. The Fund cannot assure you that Common Shares will trade at a price equal to or higher than NAV in the future, and they may trade at a price lower
than NAV. In addition to the Fund&#146;s NAV, the Fund&#146;s market price may be affected by factors related to the Fund such as dividend payments (which will in turn be affected by Fund expenses, including the costs of the Fund&#146;s leverage,
amounts of interest payments made by the Fund&#146;s portfolio holdings, appreciation/depreciation of the Fund&#146;s portfolio holdings, regulations affecting the timing and character of Fund distributions, and other factors), portfolio credit
quality, liquidity, call protection, market supply and demand and similar factors relating to the Fund&#146;s portfolio holdings. The Fund&#146;s market price may also be affected by general market or economic conditions, including market trends
affecting securities values generally or values of <FONT STYLE="white-space:nowrap">closed-end</FONT> fund shares more specifically. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>ISSUER RISK
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Issuer risk is the risk that the market price of securities may go up or down, sometimes rapidly or unpredictably, including due to
factors affecting securities markets generally, particular industries represented in those markets, or the issuer itself. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>INVESTMENT AND MARKET RISK
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An investment in Common Shares is subject to investment risk, including the possible loss of the entire principal amount invested. An
investment in Common Shares represents an indirect investment in the securities and other instruments owned by the Fund. The market price of securities and other instruments may go up or down, sometimes rapidly or unpredictably. Securities may
decline in value due to factors affecting markets generally, particular industries represented in those markets, or the issuer itself. See &#147;Principal Risk Factors&#151;Issuer risk.&#148; The values of securities may decline due to general
market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor
sentiment generally. Equity securities generally have greater price volatility than bonds and other debt securities. Common Shares are subject to the risk that markets will perform poorly or that the returns from the securities in which the Fund
invests will underperform returns from the general securities markets or other types of investments. Markets may, in response to governmental actions or intervention, political, economic or market developments, or other external factors, experience
periods of high volatility and reduced liquidity. Certain securities may be difficult to value during such periods. The value of securities and other instruments traded in
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> markets, like other market investments, may move up or down, sometimes rapidly and </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
unpredictably. Further, the value of securities and other instruments held by the Fund may decline in value due to factors affecting securities markets generally or particular industries. These
risks may be heightened for fixed income securities due to the current historically low interest rate environment. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>CREDIT RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit risk is the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. If an investment&#146;s
issuer or counterparty fails to pay interest or otherwise fails to meet its obligations to the Fund, the Fund&#146;s income might be reduced and the value of the investment might fall or be lost entirely. Financial strength and solvency of an issuer
are the primary factors influencing credit risk. Changes in the financial condition of an issuer or counterparty, changes in specific economic, social or political conditions that affect a particular type of security, other instrument or an issuer,
and changes in economic, social or political conditions generally can increase the risk of default by an issuer or counterparty, which can affect a security&#146;s or other instrument&#146;s credit quality or value and an issuer&#146;s or
counterparty&#146;s ability to pay interest and principal when due. The values of lower-quality debt securities (including debt securities commonly known as &#147;high yield&#148; securities or &#147;junk bonds&#148;) and floating rate loans, tend
to be particularly sensitive to these changes. The values of securities also may decline for a number of other reasons that relate directly to the issuer, such as management performance, financial leverage and reduced demand for the issuer&#146;s
goods and services, as well as the historical and prospective earnings of the issuer and the value of its assets. Credit risk is heightened to the extent the Fund has fewer counterparties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, lack of or inadequacy of collateral or credit enhancements for a fixed income security may affect its credit risk. Credit risk of
a security may change over time, and securities which are rated by rating agencies may be subject to downgrade, which may have an indirect impact on the market price of securities. Ratings are only opinions of the agencies issuing them as to the
likelihood of <FONT STYLE="white-space:nowrap">re-payment.</FONT> They are not guarantees as to quality and they do not reflect market risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>INTEREST
RATE RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Interest rate risk is the risk that debt instruments will change in value because of changes in interest rates. The value
of an instrument with a longer duration (whether positive or negative) will be more sensitive to changes in interest rates than a similar instrument with a shorter duration. Bonds and other debt instruments typically have a positive duration. The
value of a debt instrument with positive duration will generally decline if interest rates increase. Certain other investments, such as inverse floaters and certain derivative instruments, may have a negative duration. The value of instruments with
a negative duration will generally decline if interest rates decrease. Inverse floaters, interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the
income flows and repayment assumptions about those investments. In recent years, the U.S. has experienced historically low interest rates, increasing the exposure of bond investors to the risks associated with rising interest rates. The prices of
long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest rates change. Because the Fund&#146;s weighted average effective duration generally will fluctuate as interest rates change, the Common Share
NAV and market price per share may tend to fluctuate more in response to changes in market interest rates than if the Fund invested mainly in short-term debt securities. During periods of rising interest rates, the average life of certain types of
securities may extend due to lower than expected rates of <FONT STYLE="white-space:nowrap">pre-payments,</FONT> which could cause the securities&#146; durations to extend and expose the securities to more price volatility. This may lock in a below
market yield, increase the security&#146;s duration and reduce the securities&#146; value. In addition to directly affecting debt securities, rising interest rates also may have an adverse effect on the value of any equity securities held by the
Fund. The Fund&#146;s use of leverage, as described below, will tend to increase Common Share interest rate risk. DoubleLine may use certain strategies, including investments in structured notes or interest rate futures contracts or swap, cap, floor
or collar transactions, for the purpose of reducing the interest rate sensitivity of the Fund&#146;s portfolio, although there is no assurance that it will do so or that such strategies will be successful. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Yield curve risk is the risk associated with either a flattening or steepening of the yield curve. The yield curve is a representation of
market interest rates of obligations with durations of different lengths. When the yield curve is &#147;steep,&#148; longer-term obligations bear higher rates of interest than similar shorter-term obligations; when the curve &#147;flattens,&#148;
the difference between those interest rates is reduced. If the yield curve is &#147;inverted,&#148; longer term obligations bear lower interest rates than shorter term obligations. If the Fund&#146;s portfolio is structured to perform favorably in a
particular interest rate environment, a change in the yield curve could result in losses to the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Variable and floating rate debt
securities are generally less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in
value if interest rates decline. Inverse floating rate debt securities may decrease in value if interest rates increase. Inverse floating rate debt securities also may exhibit greater price volatility than a fixed rate debt obligation with similar
credit quality. When the Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the
NAV of the Common Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">62 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>DEBT SECURITIES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to certain of the other risks described herein such as interest rate risk and credit risk, debt securities generally also are
subject to the following risks: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Redemption Risk &#151; Debt securities sometimes contain provisions that allow for redemption in the event of
tax or security law changes in addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Liquidity Risk &#151; Certain debt securities may be substantially less liquid than many other securities,
such as U.S. Government securities or common shares or other equity securities. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Spread Risk &#151; Wider credit spreads and decreasing market values typically represent a deterioration of
the debt security&#146;s credit soundness and a perceived greater likelihood or risk of default by the issuer. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Limited Voting Rights &#151; Debt securities typically do not provide any voting rights, except in some cases
when interest payments have not been made and the issuer is in default. Even in such cases, such rights may be limited to the terms of the debenture or other agreements. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Extension Risk &#151; This is the risk that if interest rates rise, repayments of principal on certain debt
securities, including, but not limited to, floating rate loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities could lengthen as a result. Securities that are subject to
extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Prepayment/Reinvestment Risk &#151; Many types of debt securities, including floating rate loans,
mortgage-backed securities and asset-backed securities, may reflect an interest in periodic payments made by borrowers. Although debt securities and other obligations typically mature after a specified period of time, borrowers may pay them off
sooner. When a prepayment happens, all or a portion of the obligation will be prepaid. A borrower is more likely to prepay an obligation which bears a relatively high rate of interest. This means that in times of declining interest rates, there is a
greater likelihood that the Fund&#146;s higher yielding securities will be <FONT STYLE="white-space:nowrap">pre-paid</FONT> and the Fund will probably be unable to reinvest those proceeds in an investment with as great a yield, causing the
Fund&#146;s yield to decline. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If the Fund buys those investments at a premium, accelerated prepayments on those investments could
cause the Fund to lose a portion of its principal investment and result in lower yields to shareholders. The increased likelihood of prepayment when interest rates decline also limits market price appreciation, especially with respect to certain
loans, mortgage-backed securities and asset-backed securities. The effect of prepayments on the price of a security may be difficult to predict and may increase the security&#146;s price volatility. Interest-only and principal-only securities are
especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. Income from the Fund&#146;s portfolio may decline when the Fund invests the
proceeds from investment income, sales of portfolio securities or matured, traded or called debt obligations. A decline in income received by the Fund from its investments is likely to have a negative effect on the dividend levels and market price,
NAV and/or overall return of the Common Shares. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in debt securities may include, but are not
limited to, senior, junior, secured and unsecured bonds, notes and other debt securities, and may be fixed rate, floating rate, zero coupon and inflation linked, among other things. The Fund may invest in convertible bonds, which are fixed income
securities that are exercisable into other debt or equity securities, and &#147;synthetic&#148; convertible securities, which are created through a combination of separate securities that possess the two principal characteristics of a traditional
convertible security, <I>i.e.</I>, an income-producing security (&#147;income-producing component&#148;) and the right to acquire an equity security (&#147;convertible component&#148;). The market value of a debt security may be affected by the
credit rating of the issuer, the issuer&#146;s performance, perceptions of the issuer in the market place, management performance, financial leverage and reduced demand for the issuer&#146;s goods and services. There is a risk that the issuers of
the debt securities in which the Fund may invest may not be able to meet their obligations on interest or principal payments at the time called for by an instrument. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser manages a wide variety of accounts and investment strategies. Investments made on behalf of one client or strategy can raise
conflict of interest issues with other of the Adviser&#146;s clients or strategies. For example, the Adviser may cause a client to purchase an issuer&#146;s debt security and cause another client to purchase a different debt security of the same
issuer, such as a different bond of the issuer or different tranche of a mortgage-backed security that is subordinated to the investment held by other clients. Please refer to the section of the SAI entitled &#147;Portfolio Managers &#151; Conflicts
of Interest&#148; for more information. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">63 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>FOREIGN INVESTING RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in foreign securities or in issuers with significant exposure to foreign markets may involve greater risks than investments in
domestic securities. To the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As compared to U.S. companies, foreign issuers generally disclose less financial and other information publicly and are subject to less
stringent and less uniform accounting, auditing, and financial reporting standards. In addition, there may be limited information generally regarding factors affecting a particular foreign market, issuer, or security. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign countries typically impose less thorough regulations on brokers, dealers, stock exchanges, corporate insiders and listed companies
than does the United States and foreign securities markets may be less liquid and more volatile than domestic markets. Investment in foreign securities involves higher costs than investment in U.S. securities, including higher transaction and
custody costs as well as the imposition of additional taxes by foreign governments. In addition, security trading and custody practices abroad may offer less protection to investors such as the Fund. Political, social or financial instability, civil
unrest and acts of terrorism are other potential risks that could adversely affect an investment in a foreign security or in foreign markets or issuers generally. Settlement of transactions in some foreign markets may be delayed or may be less
frequent than in the United States which could affect the liquidity of the Fund&#146;s portfolio. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because foreign securities generally
are denominated and pay dividends or interest in foreign currencies, and the Fund may hold various foreign currencies from time to time, the value of the Fund&#146;s assets, as measured in U.S. dollars, can be affected unfavorably by changes in
exchange rates with respect to the U.S. dollar or with respect to other foreign currencies or by unfavorable currency regulations imposed by foreign governments. If the Fund invests in securities issued by foreign issuers, the Fund may be subject to
these risks even if the investment is denominated in United States dollars. This risk may be heightened with respect to issuers whose revenues are principally earned in a foreign currency but whose debt obligations have been issued in United States
dollars or other hard currencies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign issuers may become subject to sanctions imposed by the U.S. or another country or other
governmental or <FONT STYLE="white-space:nowrap">non-governmental</FONT> organizations, which could result in the immediate freeze of the foreign issuers&#146; assets or securities. The imposition of such sanctions could impair the market value of
the securities of such foreign issuers and limit the Fund&#146;s ability to buy, sell, receive or deliver the securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Continuing
uncertainty as to the status of the EMU and the potential for certain countries (such as those in the United Kingdom) to withdraw from the institution has created significant volatility in currency and financial markets generally. Any partial or
complete dissolution of the EU could have significant adverse effects on currency and financial markets, and on the values of the Fund&#146;s portfolio investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In June 2016, the United Kingdom approved a referendum to leave the EU and, in March 2017, the United Kingdom commenced the formal process of
withdrawing from the EU. The withdrawal agreement between the United Kingdom and the EU, endorsed by the European Council in November 2018, sets out the basis on which the United Kingdom will withdraw from the EU and includes certain transitional
provisions that have the effect of preserving the application of EU law in the United Kingdom until December&nbsp;31, 2020 (or such other later date as may be agreed). The withdrawal agreement, and the associated transitional provisions, will become
effective only once approved by the United Kingdom&#146;s Parliament, which approval has not yet happened and may not happen, meaning that the United Kingdom may leave the EU without any transitional period (a
<FONT STYLE="white-space:nowrap">so-called</FONT> &#147;hard Brexit&#148;). In April 2019, the United Kingdom came to an agreement with the EU to delay the deadline for withdrawal. Unless the United Kingdom&#146;s Parliament approves the withdrawal
agreement, there may be a hard Brexit in the near term absent any further agreements to delay the withdrawal. It is unclear when and if such a withdrawal will take place; however, recent parliamentary elections in the United Kingdom have increased
the likelihood of a withdrawal in the near term. Significant uncertainty remains in the market regarding the ramifications of these developments, and the range and potential implications of possible political, regulatory, economic and market
outcomes are difficult to predict. As and to the extent the United Kingdom moves forward with its withdrawal from the EU and makes various decisions regarding its post <FONT STYLE="white-space:nowrap">EU-status,</FONT> markets may be further
disrupted at various times given the uncertainty surrounding the country&#146;s trade, financial, and other arrangements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If one or more
EMU countries were to stop using the euro as its primary currency, the Fund&#146;s investments in such countries may be redenominated into a different or newly adopted currency, possibly resulting in the value of those investments declining
significantly and unpredictably. In addition, securities or other investments that are redenominated may be subject to liquidity risk and the risk that the Fund may not be able to value investments accurately to a greater extent than similar
investments currently denominated in euros. To the extent a currency used for redenomination purposes is not specified in respect of certain <FONT STYLE="white-space:nowrap">EMU-related</FONT> 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="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">64 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Governments may implement capital controls. Capital controls are measures a nation&#146;s
government can use to regulate capital entering and/or exiting a country and may include residency-based measures such as transaction taxes, limits or outright prohibitions on the transfer of currencies, securities or other assets. These measures
may be economy-wide, sector-specific (usually the financial sector), or industry specific (for example, &#147;strategic&#148; industries). They may apply to all flows, or may differentiate by type or duration of the flow (debt, equity, direct
investment; short-term vs. medium- and long-term). Types of capital controls include exchange controls that prevent or limit the buying and selling of a national currency at the market rate, caps on the allowed volume for the international sale or
purchase of various financial assets, transaction taxes, minimum stay requirements, requirements for mandatory approval, or even limits on the amount of money a private citizen is allowed to remove from the country. The imposition of capital
controls by a government of a country in which the Fund invests may significantly and adversely affect the values and liquidity of the Fund&#146;s investments in the affected jurisdiction and may prevent indefinitely the repatriation of the
Fund&#146;s assets from the affected jurisdiction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>EMERGING MARKETS RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investing in emerging market countries, as compared to foreign developed markets, involves substantial additional risk due to more limited
information about the issuer and/or the security; higher brokerage costs; different accounting, auditing and financial reporting standards; less developed legal systems and thinner trading markets; the possibility of currency blockages or transfer
restrictions; an emerging market country&#146;s dependence on revenue from particular commodities or international aid; and the risk of expropriation, nationalization or other adverse political or economic developments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Political and economic structures in many emerging market countries may undergo significant evolution and rapid development, and such
countries may lack the social, political and economic stability characteristics of more developed countries. Some emerging market countries have a greater degree of economic, political and social instability than the U.S. and other developed
countries. Such social, political and economic instability could disrupt the financial markets in which the Fund invests and adversely affect the value of its investment portfolio. Some of these countries have in the past failed to recognize private
property rights and have at times nationalized or expropriated the assets of private companies. In addition, unanticipated political or social developments may affect the value of investments in emerging markets and the availability of additional
investments in these markets. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make investments in securities traded in emerging markets illiquid and more volatile than investments in
securities traded in more developed countries, and the Fund may be required to establish special custodial or other arrangements before making investments in securities traded in emerging markets. There may be little financial or accounting
information available with respect to issuers of emerging market securities, and it may be difficult as a result to assess the value or prospects of an investment in such securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The securities markets of emerging market countries may be substantially smaller, less developed, less liquid and more volatile than the major
securities markets in the United States and other developed nations. The limited size of many securities markets in emerging market countries and limited trading volume in issuers compared to the volume in U.S. securities or securities of issuers in
other developed countries could cause prices to be erratic for reasons other than factors that affect the quality of the securities and investments in emerging markets can become illiquid. In addition, emerging market countries&#146; exchanges and
broker-dealers may generally be subject to less regulation than their counterparts in developed countries. Brokerage commissions and dealer <FONT STYLE="white-space:nowrap">mark-ups,</FONT> custodial expenses and other transaction costs are
generally higher in emerging market countries than in developed countries. As a result, funds that invest in emerging market countries have operating expenses that are higher than funds investing in other securities markets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Emerging market countries may have different clearance and settlement procedures than in the U.S., including significantly longer settlement
cycles for purchases and sales of securities, and in certain markets there may be times when settlements fail to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Further, satisfactory custodial
services for investment securities may not be available in some emerging market countries, which may result in the Fund incurring additional costs and delays in transporting and custodying such securities outside such countries. Delays in settlement
or other problems could result in periods when the Fund&#146;s assets are uninvested and no return is earned thereon. The Fund&#146;s inability to make intended security purchases due to settlement problems or the risk of intermediary counterparty
failures could cause the Fund to miss attractive investment opportunities. The inability to dispose of a portfolio security due to settlement problems could result either in losses to the Fund due to subsequent declines in the value of such
portfolio security or, if the Fund has entered into a contract to sell the security, could result in possible liability to the purchaser. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in
certain foreign countries. Investors in foreign countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and
other authorities to bring and enforce actions against foreign issuers or foreign persons is limited. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The currencies of certain emerging
market countries have experienced devaluations relative to the U.S. dollar, and future devaluations may adversely affect the value of assets denominated in such currencies. Many emerging market countries have experienced substantial, and in some
periods extremely high, rates of inflation or deflation for many years, and future inflation may adversely affect the </P>
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economies and securities markets of such countries. When debt and similar obligations issued by foreign issuers are denominated in a currency (<I>e.g.</I>, the U.S. dollar or the Euro) other than
the local currency of the issuer, the subsequent strengthening of the <FONT STYLE="white-space:nowrap">non-local</FONT> currency against the local currency will generally increase the burden of repayment on the issuer and may increase significantly
the risk of default by the issuer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Emerging market countries have and may in the future impose capital controls, foreign currency
controls and repatriation controls. In addition, some currency hedging techniques may be unavailable in emerging market countries, and the currencies of emerging market countries may experience greater volatility in exchange rates as compared to
those of developed countries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>MORTGAGE-BACKED SECURITIES RISKS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities include, among other things, participation interests in pools of residential mortgage loans purchased from
individual lenders by a federal agency or originated and issued by private lenders and involve, among others, the following risks: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Credit and Market Risks of Mortgage-Backed Securities</U>. Investments by the Fund in fixed rate and floating rate mortgage-backed
securities will entail credit risks (<I>i.e.</I>, the risk of <FONT STYLE="white-space:nowrap">non-payment</FONT> of interest and principal) and market risks (<I>i.e.</I>, the risk that interest rates and other factors could cause the value of the
instrument to decline). Some issuers or servicers of mortgage-backed securities guarantee timely payment of interest and principal on the securities, whether or not payments are made when due on the underlying mortgages. This kind of guarantee
generally increases the quality of a security, but does not mean that the security&#146;s market value and yield will not change. The values of mortgage-backed securities may change because of changes in the market&#146;s perception of the credit
quality of the assets held by the issuer of the mortgage-backed securities or an entity, if any, providing credit support in respect of the mortgage-backed securities. In addition, an unexpectedly high rate of defaults on the mortgages held by a
mortgage pool may limit substantially the pool&#146;s ability to make payments of principal or interest to the Fund as a holder of such securities, reducing the values of those securities or in some cases rendering them worthless. The Fund also may
purchase securities that are not guaranteed or subject to any credit support. An investment in a privately issued mortgage-backed security is generally less liquid and subject to greater credit risks than an investment in a mortgage-backed security
that is issued or otherwise guaranteed by a federal government agency or sponsored corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities may be
structured similarly to CDOs and may be subject to similar risks. See &#147;Collateralized Debt Obligations Risk&#148; in this Prospectus and &#147;Investment Objectives and Strategies &#151; Mortgage-Backed and Asset-Backed Securities &#151;
Collateralized Debt Obligations&#148; in the SAI for more information. For example, the cash flows from the collateral held by the mortgage-backed security may be split into two or more portions, called tranches, varying in risk and yield. Senior
tranches are paid from the cash flows from the underlying assets before the junior tranches and equity or &#147;first loss&#148; tranches. Losses are first borne by the equity tranches, next by the junior tranches, and finally by the senior
tranches. Interest holders in senior tranches are entitled to the lowest interest rates but are generally subject to less credit risk than more junior tranches because, should there be any default, senior tranches are typically paid first. The most
junior tranches, such as equity tranches, typically are due to be paid the highest interest rates but suffer the highest risk of loss should the holder of an underlying mortgage loan default. If some loans default and the cash collected by the
issuer of the mortgage-backed security is insufficient to pay all of its investors, those in the lowest, most junior tranches suffer losses first. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Like bond investments, the value of fixed rate mortgage-backed securities will tend to rise when interest rates fall, and fall when rates
rise. Floating rate mortgage-backed securities generally tend to have more moderate changes in price when interest rates rise or fall, but their current yield will generally be affected. In addition, the mortgage-backed securities market in general
may be adversely affected by changes in governmental legislation or regulation. Factors that could affect the value of a mortgage-backed security include, among other things, the types and amounts of insurance which an individual mortgage or that
specific mortgage-backed security carries, the default and delinquency rate of the mortgage pool, the amount of time the mortgage loan has been outstanding, the
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">loan-to-value</FONT></FONT> ratio of each mortgage and the amount of overcollateralization or undercollateralization of a mortgage pool. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The residential mortgage market in the United States has experienced difficulties at times, and the same or similar events may adversely
affect the performance and market value of certain of the Fund&#146;s mortgage-related investments. Delinquencies and losses on residential mortgage loans (especially subprime and second-lien mortgage loans) generally increased in the recession
prompted by the 2008 financial crisis and potentially could begin to increase again. A decline in or flattening of housing values (as was experienced recently and may continue to be experienced in many housing markets) may exacerbate such
delinquencies and losses. Borrowers with adjustable rate mortgage loans may be more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest
rates. Also, a number of residential mortgage loan originators have experienced serious financial difficulties or bankruptcy. Reduced investor demand for mortgage-related securities has resulted and again may result in limited new issuances of
mortgage-related securities and limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities and limit the availability of attractive investment opportunities
for the Fund. It is possible that such limited liquidity in secondary markets could return and worsen. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Ongoing developments in the residential mortgage market may have additional consequences to the
market for mortgage-backed securities. In past years, delinquencies and losses generally increased with respect to securitizations involving residential mortgage loans and potentially could begin increasing again as a result of a weakening housing
market and the seasoning of securitized pools of mortgage loans. At times <FONT STYLE="white-space:nowrap">so-called</FONT> <FONT STYLE="white-space:nowrap">sub-prime</FONT> mortgage pools were distressed and traded at significant discounts to their
face value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Additionally, mortgage lenders may adjust their loan programs and underwriting standards, which may reduce the availability
of mortgage credit to prospective mortgagors. This may result in reduced availability of financing alternatives for mortgagors seeking to refinance their mortgage loans. The reduced availability of refinancing options for mortgagors may result in
higher rates of delinquencies, defaults and losses on mortgage loans, particularly in the case of, but not limited to, mortgagors with adjustable rate mortgage loans (&#147;ARMs&#148;) or interest-only mortgage loans that experience significant
increases in their monthly payments following the adjustment date or the end of the interest-only period (see &#147;Adjustable Rate Mortgages Risks&#148; below for further discussion of adjustable rate mortgage risks). These events, alone or in
combination with each other and with deteriorating economic conditions in the general economy, contribute to higher delinquency and default rates on mortgage loans. Tighter underwriting guidelines for residential mortgage loans, together with lower
levels of home sales and reduced refinance activity, also may contribute to a reduction in the prepayment rate for mortgage loans generally. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of mortgage-backed securities may be substantially dependent on the servicing of the underlying mortgage pools, and therefore are
subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain circumstances, the mishandling of related documentation also may affect the rights of security holders in and to
the underlying collateral. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some government sponsored mortgage-related securities are backed by the full faith and credit of the United
States. The Government National Mortgage Association (&#147;Ginnie Mae&#148;), the principal guarantor of such securities, is a wholly owned United States government corporation within the Department of Housing and Urban Development. Other
government-sponsored mortgage-related securities are not backed by the full faith and credit of the United States government. Issuers of such securities include Fannie Mae (formally known as the Federal National Mortgage Association) and Freddie Mac
(formally known as the Federal Home Loan Mortgage Corporation). Fannie Mae is a government-sponsored corporation which is subject to general regulation by the Secretary of Housing and Urban Development. Pass-through securities issued by Fannie Mae
are guaranteed as to timely payment of principal and interest by Fannie Mae. Freddie Mac is a stockholder-owned corporation chartered by Congress and subject to general regulation by the Department of Housing and Urban Development. Participation
certificates representing interests in mortgages from Freddie Mac&#146;s national portfolio are guaranteed as to the timely payment of interest and ultimate collection of principal by Freddie Mac. The U.S. government has provided financial support
to Fannie Mae and Freddie Mac in the past, but there can be no assurances that it will support these or other government-sponsored entities in the future. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the Federal Housing Finance Agency&#146;s &#147;Single Security Initiative,&#148; Fannie Mae and Freddie Mac have entered into a joint
initiative to develop a common securitization platform for the issuance of Uniform Mortgage-Backed Securities (&#147;UMBS&#148;), which would generally align the characteristics of Fannie Mae and Freddie Mac participation certificates. In June 2019
Fannie Mae and Freddie Mac began issuing UMBS in place of their offerings of &#147;to be announced&#148;- eligible mortgage-backed securities. The long-term effect of the issuance of UMBS on the market for mortgage-backed securities is uncertain.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Commercial Mortgage-Backed Securities (&#147;CMBS&#148;) Risks</U>. CMBS include securities that reflect an interest in, or are
secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects
of local and other economic conditions on real estate markets, the ability of tenants to make loan payments and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater
price volatility than other types of mortgage- or asset-backed securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">During periods of deteriorating economic conditions, such as
recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to securitizations involving mortgage loans and other obligations underlying mortgage-backed securities. The effects of
the <FONT STYLE="white-space:nowrap">COVID-19</FONT> virus, and governmental responses to the effects of the virus, may result in increased delinquencies and losses and have other, potentially unanticipated, adverse effects on such investments and
the markets for those investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Prepayment, Extension and Redemption Risks of Mortgage-Backed Securities</U>. Mortgage-backed
securities may reflect an interest in monthly payments made by the borrowers who receive the underlying mortgage loans. Although the underlying mortgage loans are for specified periods of time, such as 20 or 30 years, the borrowers can, and
historically have often paid them off sooner. When a prepayment happens, a portion of the mortgage-backed security which represents an interest in the underlying mortgage loan will be prepaid. A borrower is more likely to prepay a mortgage which
bears a relatively high rate of interest. This means that in times of declining interest rates, a portion of the Fund&#146;s higher yielding securities are likely to be redeemed and the Fund will probably be unable to replace them with securities
having as great a yield. Prepayments can result in lower yields to shareholders. The increased likelihood of prepayment when interest rates decline also limits market price appreciation. This is known as prepayment risk. Mortgage-backed securities
also are </P>
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subject to extension risk. Extension risk is the possibility that rising interest rates may cause prepayments to occur at a slower than expected rate. This particular risk may effectively change
a security which was considered short or intermediate term into a long-term security. The values of long-term securities generally fluctuate more widely in response to changes in interest rates than short or intermediate-term securities. In
addition, a mortgage-backed security may be subject to redemption at the option of the issuer. If a mortgage-backed security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem or <FONT
STYLE="white-space:nowrap">pay-off</FONT> the security, which could have an adverse effect on the Fund&#146;s ability to achieve its investment objectives. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Liquidity Risk of Mortgage-Backed Securities</U>. The liquidity of mortgage-backed securities varies by type of security; at certain times
the Fund may encounter difficulty in disposing of such investments. Investments in privately issued mortgage-backed securities may have less liquidity than mortgage-backed securities that are issued by a federal government agency or sponsored
corporation. Because mortgage-backed securities have the potential to be less liquid than other securities, the Fund may be more susceptible to liquidity risks than funds that invest in other securities. In the past, in stressed markets, certain
types of mortgage-backed securities suffered periods of illiquidity when disfavored by the market. It is possible that the Fund may be unable to sell a mortgage-backed security at a desirable time or at the value the Fund has placed on the
investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Collateralized Mortgage Obligations (&#147;CMOs&#148;) Risks</U>. CMOs are debt obligations collateralized by mortgage
loans or mortgage pass-through securities. The expected average life of CMOs is determined using mathematical models that incorporate prepayment assumptions and other factors that involve estimates of future economic and market conditions. These
estimates may vary from actual future results, particularly during periods of extreme market volatility. Further, under certain market conditions, such as those that occurred in 1994, 2007, 2008 and 2009, the average weighted life of certain CMOs
may not accurately reflect the price volatility of such securities. For example, in periods of supply and demand imbalances in the market for such securities and/or in periods of sharp interest rate movements, the prices of CMOs may fluctuate to a
greater extent than would be expected from interest rate movements alone. CMOs issued by private entities are not obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and are not guaranteed by any government
agency, although the securities underlying a CMO may be subject to a guarantee. Therefore, if the collateral securing the CMO, as well as any third party credit support or guarantees, is insufficient to make payments when due, the holder could
sustain a loss. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Adjustable Rate Mortgages (&#147;ARMs&#148;) Risks</U>. ARMs contain maximum and minimum rates beyond which the
mortgage interest rate may not vary over the lifetime of the security. In addition, many ARMs provide for additional limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period. Alternatively,
certain ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to pay the interest accruing on an ARM, any excess interest is added to the principal balance of the mortgage loan,
which is repaid through future monthly payments. If the monthly payment for such an instrument exceeds the sum of the interest accrued at the applicable mortgage interest rate and the principal payment required at such point to amortize the
outstanding principal balance over the remaining term of the loan, the excess is used to reduce the then-outstanding principal balance of the ARM. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, certain ARMs may provide for an initial fixed, below-market or teaser interest rate. During this initial fixed-rate period, the
payment due from the related mortgagor may be less than that of a traditional loan. However, after the teaser rate expires, the monthly payment required to be made by the mortgagor may increase significantly when the interest rate on the mortgage
loan adjusts. This increased burden on the mortgagor may increase the risk of delinquency or default on the mortgage loan and in turn, losses on the mortgage-backed security into which that loan has been bundled. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Interest and Principal Only Securities Risks</U>. Stripped mortgage-backed securities are usually structured with two classes that receive
different portions of the interest and principal distributions on a pool of debt instruments, such as mortgage loans. In one type of stripped mortgage-backed security, one class will receive all of the interest from the mortgage assets (the
interest-only, or &#147;IO&#148; class), while the other class will receive all of the principal from the mortgage assets (the principal-only, or &#147;PO&#148; class). The yield to maturity (the expected rate of return on a bond if held until the
end of its lifetime) on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund&#146;s
yield to maturity from these securities. If the assets underlying the IO class experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully, or at all, its initial investment in these securities. PO class
securities tend to decline in value if prepayments are slower than anticipated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Inverse Floaters and Related Securities Risks</U>.
Investments in inverse floaters and similar instruments expose the Fund to the same risks as investments in debt securities and derivatives, as well as other risks, including those associated with increased volatility. An investment in these
securities typically will involve greater risk than an investment in a fixed rate security. Distributions on inverse floaters and similar instruments will typically bear an inverse relationship to short-term interest rates and typically will be
reduced or, potentially, eliminated as interest rates rise. The rate at which interest is paid on an inverse floater may vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest (typically a short-term interest
rate). The effect of the reference rate multiplier in inverse floaters is associated with greater volatility in their market values. Investments in inverse floaters and similar instruments that have mortgage-backed securities underlying them will
expose the Fund to the risks associated with those mortgage-backed securities </P>
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and the values of those investments may be especially sensitive to changes in prepayment rates on the underlying mortgage-backed securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities are a type of asset-backed security and therefore are also subject to the risks described below under
&#147;Asset-Backed Securities Investment Risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>COLLATERALIZED DEBT OBLIGATIONS RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">CDOs include CBOs, CLOs, and other similarly structured securities. A CBO is a trust which may be backed by a diversified pool of high risk,
below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, second lien loans or other types of
subordinate loans, and mezzanine loans, including loans that may be rated below investment grade or equivalent unrated loans and including loans that may be covenant-lite. CDOs may charge management fees and administrative expenses. The cash flows
from the CDO trust are generally split into two or more portions, called tranches, varying in risk and yield. Senior tranches are paid from the cash flows from the underlying assets before the junior tranches and equity or &#147;first loss&#148;
tranches. Losses are first borne by the equity tranches, next by the junior tranches, and finally by the senior tranches. Holders of interests in the senior tranches are entitled to the lowest interest rate payments but those interests generally
involve less credit risk as they are typically paid before junior tranches. The most junior tranches, such as equity tranches, typically are entitled to be paid the highest interest rate payments but suffer the highest risk of loss should the holder
of an underlying debt instrument default. If some debt instruments go into default and the cash collected by the CDO is insufficient to pay all of its investors, those in the lowest, most junior tranches suffer losses first. Since it is partially
protected from defaults, a senior tranche from a CDO trust typically has higher ratings and lower potential yields than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, more senior CDO
tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion to CDO securities as a class. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks of an investment in a CDO depend largely on the quality and type of the collateral and the tranche of the CDO in which the Fund
invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, there may be a limited secondary market for investments in CDOs and such investments may be illiquid. In
addition to the risks associated with debt instruments (<I>e.g.</I>, interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i)&nbsp;the possibility that distributions from collateral will not be adequate to
make interest or other payments; (ii)&nbsp;the quality of the collateral may decline in value or default; (iii)&nbsp;the possibility that the Fund may invest in CDOs that are subordinate to other classes of the issuer&#146;s securities; and
(iv)&nbsp;the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>ASSET-BACKED SECURITIES INVESTMENT RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Asset-backed securities in which the Fund may invest include obligations backed by, among others, motor vehicle installment sales or
installment loan contracts; home equity loans; leases of various types of real, personal and other property (including those relating to aircrafts, telecommunication, energy, and/or other infrastructure assets and infrastructure-related assets);
receivables from credit card agreements; student loans; consumer loans; mobile home loans; boat loans; business and small business loans; project finance loans; airplane leases; and other <FONT STYLE="white-space:nowrap">non-mortgage-related</FONT>
income streams, such as income from renewable energy projects and franchise rights. They may also include asset-backed securities backed by whole loans or fractions of whole loans issued by alternative lending platforms and securitized by those
platforms or other entities (such as third-party originators or brokers). Any of these loans may be of <FONT STYLE="white-space:nowrap">sub-prime</FONT> quality or made to an obligor with a <FONT STYLE="white-space:nowrap">sub-prime</FONT> credit
history. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Asset-backed securities involve the risk that borrowers may default on the obligations backing them and that the values of and
interest earned on such investments will decline as a result. Loans made to lower quality borrowers, including those of <FONT STYLE="white-space:nowrap">sub-prime</FONT> quality, involve a higher risk of default. Such loans, including those made by
alternative lending platforms, may be difficult to value, may have limited payment histories, and may be subject to significant changes in value over time as economic conditions change. Therefore, the values of asset-backed securities backed by
lower quality loans, including those of <FONT STYLE="white-space:nowrap">sub-prime</FONT> quality, may suffer significantly greater declines in value due to defaults, payment delays or a perceived increased risk of default, especially during periods
when economic conditions worsen. In addition, most or all securities backed by the collateral described above do not involve any credit enhancement provided by the U.S. government or any other party, and certain asset-backed securities do not have
the benefit of a security interest in the related collateral. For example, credit card receivables generally are unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such
debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In addition, some issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer
were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. The impairment of the value of collateral or other assets underlying
an asset-backed security, such as a result of <FONT STYLE="white-space:nowrap">non-payment</FONT> of loans or nonperformance of other collateral or underlying assets, may result in a reduction in the value of such asset-backed securities and losses
to the Fund. It is possible that many </P>
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or all asset-backed securities will fall out of favor at any time or over time with investors, affecting adversely the values and liquidity of the securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Asset-backed securities tend to increase in value less than traditional debt securities of similar maturity and credit quality when interest
rates decline, but are subject to a similar risk of decline in market value during periods of rising interest rates. Certain assets underlying asset-backed securities are subject to prepayment, which may reduce the overall return to asset-backed
security holders. In a period of declining interest rates, <FONT STYLE="white-space:nowrap">pre-payments</FONT> on asset-backed securities may increase and the Fund may be unable to reinvest those prepaid amounts in investments providing the same
rate of interest as the <FONT STYLE="white-space:nowrap">pre-paid</FONT> obligations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of asset-backed securities may also be
substantially dependent on the servicing of and diligence performed by their servicers or sponsors or the originating alternative lending platforms. For example, the Fund may suffer losses due to a servicer&#146;s, sponsor&#146;s or platform&#146;s
negligence or malfeasance, such as through the mishandling of certain documentation affecting security holders&#146; rights in and to underlying collateral or the failure to update or collect accurate and complete borrower information. In addition,
the values of asset-backed securities may be adversely affected by the credit quality of the servicer, sponsor or originating alternative lending platform, as applicable. Certain services, sponsors or originating alternative lending platforms may
have limited operating histories to evaluate. The insolvency of a servicer, sponsor or originating alternative lending platform may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets.
The Fund also may experience delays in payment or losses on its investments if the full amount due on underlying collateral is not realized, which may occur because of unanticipated legal or administrative costs of enforcing the contracts,
depreciation or damage to the collateral securing certain contracts, under-collateralization or other factors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">During periods of
deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to securitizations involving loans, sales contracts, receivables and other
obligations underlying asset-backed securities. The effects of the <FONT STYLE="white-space:nowrap">COVID-19</FONT> virus, and governmental responses to the effects of the virus, may result in increased delinquencies and losses and have other,
potentially unanticipated, adverse effects on such investments and the markets for those investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Equipment Trust Certificates
(ETCs) and Enhanced Equipment Trust Certificates (EETCs) Risk:</U><B><I> </I></B>ETCs and EETCs are types of asset-backed securities that generally represent undivided fractional interests in a trust whose assets consist of a pool of equipment
retail installment contracts or leased equipment. EETCs are similar to ETCs, except that the securities have been divided into two or more classes, each with different payment priorities and asset claims. ETCs and EETCs are typically issued by
specially-created trusts established by airlines, railroads, or other transportation firms. The assets of ETCs and EETCs are used to purchase equipment, such as airplanes, railroad cars, or other equipment, which may in turn serve as collateral for
the related issue of the ETCs or EETCs, and the title to such equipment is held in trust for the holders of the issue. The equipment generally is leased from the specially-created trust by the airline, railroad or other firm, which makes rental or
lease payments to the specially-created trust to provide cash flow for payments to ETC and EETC holders. Holders of ETCs and EETCs must look to the collateral securing the certificates, typically together with a guarantee provided by the lessee firm
or its parent company for the payment of lease obligations, in the case of default in the payment of principal and interest on the ETCs or EETCs. ETCs and EETCs are subject to the risk that the lessee or payee defaults on its payments, and risks
related to potential declines in the value of the equipment that serves as collateral for the issue. ETCs and EETCs are generally regarded as obligations of the company that is leasing the equipment and may be shown as liabilities in its balance
sheet as a capitalized lease in accordance with generally accepted accounting principles. The lessee company, however, does not own the equipment until all the certificates are redeemed and paid. In the event the company defaults under its lease,
the trustee may terminate the lease. If another lessee is not available, then payments on the certificates would cease until another lessee is available. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>U.S. GOVERNMENT SECURITIES RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some
U.S. Government securities, such as Treasury bills, notes, and bonds and mortgage-backed securities guaranteed by the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are
supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the agency&#146;s obligations; still others are supported only by the credit of the issuing
agency, instrumentality, or enterprise. Although U.S. Government-sponsored enterprises may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury, their
obligations are not supported by the full faith and credit of the U.S. Government, and so investments in their securities or obligations issued by them involve greater risk than investments in other types of U.S. Government securities. In addition,
certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could
adversely affect the credit quality, availability or investment character of securities issued or guaranteed by these entities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
events surrounding the U.S. federal government debt ceiling and any resulting agreement could adversely affect the Fund&#146;s ability to achieve its investment objectives. For example, a downgrade of the long-term sovereign credit rating of the
U.S. could increase </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">70 </P>


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volatility in both stock and bond markets, result in higher interest rates and lower Treasury prices and increase the costs of all kinds of debt. These events and similar events in other areas of
the world could have significant adverse effects on the economy generally and could result in significant adverse impacts on issuers of securities held by the Fund and the Fund itself. The Adviser cannot predict the effects of these or similar
events in the future on the U.S. economy and securities markets or on the Fund&#146;s portfolio. The Adviser may not timely anticipate or manage existing, new or additional risks, contingencies or developments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the past, the values of U.S. Government securities have been affected substantially by increased demand for them around the world. Changes
in the demand for U.S. Government securities may occur at any time and may result in increased volatility in the values of those securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>SOVEREIGN
DEBT OBLIGATIONS RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in countries&#146; government debt obligations involve special risks. Certain countries have
historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. The
issuer or governmental authority that controls the repayment of a country&#146;s debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A debtor&#146;s willingness or ability to
repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation and, in the case of a government debtor, the extent of its foreign currency reserves or its inability to sufficiently manage
fluctuations in relative currency valuations, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the government debtor&#146;s policy towards principal
international lenders such as the International Monetary Fund and the political and social constraints to which a government debtor may be subject. Government debtors may default on their debt and also may be dependent on expected disbursements from
foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a
debtor&#146;s implementation of economic reforms and/or economic performance and the timely service of such debtor&#146;s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when
due may result in the cancellation of such third parties&#146; commitments to lend funds to the government debtor, which may further impair such debtor&#146;s ability or willingness to service its debts on a timely basis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As a result of the foregoing, a government obligor may default on its obligations. If such an event occurs, the Fund may have limited (or no)
legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the
political climate in the relevant country. In addition, no assurance can be given that the holders of more senior fixed-income securities, such as commercial bank debt, will not contest payments to the holders of other foreign government debt
securities in the event of default under their commercial bank loan agreements. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part. In addition, foreign
governmental entities may enjoy various levels of sovereign immunity, and it may be difficult or impossible to bring a legal action against a foreign governmental entity or to enforce a judgment against such an entity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Government obligors in emerging market countries are among the world&#146;s largest debtors to commercial banks, other governments,
international financial organizations and other financial institutions. The issuers of the government debt securities in which the Fund may invest have in the past experienced substantial difficulties in servicing their external debt obligations,
which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit
agreements, and obtaining new credit to finance interest payments. Holders of certain foreign government debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can
be no assurance that the foreign government debt securities in which the Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit, which may adversely affect the Fund&#146;s holdings. Furthermore,
certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LOAN RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in loans are
generally subject to the same risks as investments in other types of debt obligations, including, among others, credit risk, interest rate risk, prepayment risk, and extension risk. In addition, in many cases loans are subject to the risks
associated with below-investment grade securities. This means loans are often subject to significant credit risks, including a greater possibility that the borrower will be adversely affected by changes in market or economic conditions and may
default or enter bankruptcy. This risk of default will increase in the event of an economic downturn or a substantial increase in interest rates (which will increase the cost of the borrower&#146;s debt service). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The interest rates on floating rate loans typically adjust only periodically. Accordingly,
adjustments in the interest rate payable under a loan may trail prevailing interest rates significantly, especially if there are limitations placed on the amount the interest rate on a loan may adjust in a given period. Certain floating rate loans
have a feature that prevents their interest rates from adjusting if market interest rates are below a specified minimum level. When interest rates are low, this feature could result in the interest rates of those loans becoming fixed at the
applicable minimum level until interest rates rise above that level. Although this feature is intended to result in these loans yielding more than they otherwise would when interest rates are low, the feature might also result in the prices of these
loans becoming more sensitive to changes in interest rates should interest rates rise but remain below the applicable minimum level. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
addition, investments in loans may be difficult to value and may be illiquid. Floating rate loans generally are subject to legal or contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of
secondary market trading in such loans, varies significantly over time and among individual floating rate loans. For example, if the credit quality of the borrower related to a floating rate loan unexpectedly declines significantly, secondary market
trading in that floating rate loan can also decline. The secondary market for loans may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods, which may increase the expenses of the Fund or cause the
Fund to be unable to realize the full value of its investment in the loan, resulting in a material decline in the Fund&#146;s NAV. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Opportunities to invest in loans or certain types of loans, such as senior loans, may be limited. Alternative investments may provide lower
yields and may, in the Adviser&#146;s view, offer less attractive investment characteristics. The limited availability of loans may be due to a number of reasons, including that direct lenders may allocate only a small number of loans to new
investors, including the Fund. There also may be fewer loans made or available that the Adviser considers to be attractive investment opportunities, particularly during economic downturns. Also, lenders or agents may have an incentive to market only
the least desirable loans to investors such as the Fund. If the market demand for loans increases, the availably of loans for purchase and the interest paid by borrowers may decrease. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Loans and certain other forms of direct indebtedness may not be classified as &#147;securities&#148; under the federal securities laws and,
therefore, when the Fund purchases such instruments, it may not be entitled to the protections against fraud and misrepresentation contained in the federal securities laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally
increase, sometimes dramatically, with respect to loans. The effects of the <FONT STYLE="white-space:nowrap">COVID-19</FONT> virus, and governmental responses to the effects of the virus, may result in increased delinquencies and losses and have
other, potentially unanticipated, adverse effects on such investments and the markets for those investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Additional risks of
investments in loans may include: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Agent/Intermediary Risk</U><I>.</I><B><I></I></B>&nbsp;If the Fund holds a loan through another
financial intermediary, as is the case with a participation, or relies on another financial intermediary to administer the loan, as is the case with most multi-lender facilities, the Fund&#146;s receipt of principal and interest on the loan and the
value of the Fund&#146;s loan investment will depend at least in part on the credit standing of the financial intermediary and therefore will be subject to the credit risk of the intermediary. The Fund will be required to rely upon the financial
intermediary from which it purchases a participation interest to collect and pass on to the Fund such payments and to enforce the Fund&#146;s rights and may not be able to cause the financial intermediary to take what it considers to be appropriate
action. As a result, an insolvency, bankruptcy or reorganization of the financial intermediary may delay or prevent the Fund from receiving principal, interest and other amounts with respect to the Fund&#146;s interest in the loan. In addition, if
the Fund relies on a financial intermediary to administer a loan, the Fund is subject to the risk that the financial intermediary may be unwilling or unable to demand and receive payments from the borrower in respect of the loan, or otherwise
unwilling or unable to perform its administrative obligations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Equity Securities and Warrants Risk</U>.&nbsp;The acquisition of equity
securities may generally be incidental to the Fund&#146;s purchase of a loan. These transactions may include operating loans, leveraged buyout loans, leveraged capitalization loans and other types of acquisition financing. The Fund may acquire
equity securities as part of an instrument combining a loan and equity securities of a borrower or its affiliates. The Fund also may acquire equity securities issued in exchange for a loan or in connection with the default and/or restructuring of a
loan, including subordinated and unsecured loans, and high-yield securities. Equity securities include common stocks, preferred stocks and securities convertible into common stock. Equity securities are subject to market risks and the risks of
changes to the financial condition of the issuer, and fluctuations in value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Highly Leveraged Transactions
Risk</U>.<B><I></I></B>&nbsp;The Fund may invest in loans made in connection with highly leveraged transactions, which are generally subject to greater credit and liquidity risks than other types of loans. Such loans may be issued by companies that
have converted from public to private ownership through leveraged buyout transactions and by companies that have restructured their balance sheets through leveraged recapitalizations. Loans issued in these situations may be used primarily to pay
existing stockholders for their shares or to finance special dividend distributions to shareholders. The indebtedness incurred in connection with these transactions is often substantial and, as a result, often produces highly leveraged capital
structures, which present greater risks for the holders of such </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">72 </P>


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loans as compared to loans of less leveraged issuers. Also, the market price of such loans may be more volatile. If the Fund voluntarily or involuntarily sold those types of loans, it might not
receive the full value it expected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Stressed, Distressed or Defaulted Borrowers Risk</U>.&nbsp;The Fund can also invest in loans of
borrowers that are experiencing, or are likely to experience, financial difficulty. These loans are subject to greater credit and liquidity risks than other types of loans. In addition, the Fund can invest in loans of borrowers that have filed for
bankruptcy protection or that have had involuntary bankruptcy petitions filed against them by creditors. Various laws enacted for the protection of debtors may apply to loans. A bankruptcy proceeding or other court proceeding could delay or limit
the ability of the Fund to collect the principal and interest payments on that borrower&#146;s loans or adversely affect the Fund&#146;s rights in collateral relating to a loan. If a lawsuit is brought by creditors of a borrower under a loan, a
court or a trustee in bankruptcy could take certain actions that would be adverse to the Fund. For example: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Other creditors might convince the court to set aside a loan or the collateralization of the loan as a
&#147;fraudulent conveyance&#148; or &#147;preferential transfer.&#148; In that event, the court could recover from the Fund the interest and principal payments that the borrower made before becoming insolvent. There can be no assurance that the
Fund would be able to prevent that recapture. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">A bankruptcy court may restructure the payment obligations under the loan so as to reduce the amount to which
the Fund would be entitled. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The court might discharge the amount of the loan that exceeds the value of the collateral.
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The court could subordinate the Fund&#146;s rights to the rights of other creditors of the borrower under
applicable law, decreasing, potentially significantly, the likelihood of any recovery on the Fund&#146;s investment. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Limited Information Risk.</U><U></U>&nbsp;Because there may be limited public or other information available regarding loan investments,
the Fund&#146;s investments in such instruments may be particularly dependent on the analytical abilities of the Fund&#146;s portfolio managers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Interest Rate Benchmarks Risk.</U><U></U>&nbsp;Interest rates on loans typically adjust periodically often based on changes in a benchmark
rate plus a premium or spread over the benchmark rate. The benchmark rate may be LIBOR, the Prime Rate, or other base lending rates used by commercial lenders (each as defined in the applicable loan agreement). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some benchmark rates may reset daily; others reset less frequently. The interest rate on LIBOR-based loans is reset periodically, typically
based on a period between 30 days and one year. Certain floating or variable rate loans may permit the borrower to select an interest rate reset period of up to one year or longer. Investing in loans with longer interest rate reset periods may
increase fluctuations in the Fund&#146;s NAV as a result of changes in interest rates. Interest rates on loans with longer periods between benchmark resets will typically trail market interest rates in a rising interest rate environment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain loans may permit the borrower to change the base lending rate during the term of the loan. One benchmark rate may not adjust to
changing market or interest rates to the same degree or as rapidly as another, permitting the borrower the option to select the benchmark rate that is most advantageous to it and less advantageous to the Fund. To the extent the borrower elects this
option, the interest income and total return the Fund earns on the investment may be adversely affected as compared to other investments where the borrower does not have the option to change the base lending or benchmark rate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In July&nbsp;2017, the head of the United Kingdom&#146;s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the
end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests
cannot yet be determined. Please see &#147;&#151;LIBOR Risk&#148; below for more information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Restrictive Loan Covenants
Risk.</U><B><I></I></B>&nbsp;Borrowers must comply with various restrictive covenants that may be contained in loan agreements. They may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the
borrower to maintain specific financial ratios, and limits on total debt. They may include requirements that the borrower prepay the loan with any free cash flow. A break of a covenant that is not waived by the agent bank (or the lenders) is
normally an event of default that provides the agent bank or the lenders the right to call the outstanding amount on the loan. If a lender accelerates the repayment of a loan because of the borrower&#146;s violation of a restrictive covenant under
the loan agreement, the borrower might default in payment of the loan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some of the loans in which the Fund may invest or to which the
Fund may obtain exposure may be &#147;covenant-lite.&#148; Such loans contain fewer or less restrictive constraints on the borrower than certain other types of loans. Such loans generally do not include terms which allow the lender to monitor the
performance of the borrower and declare a default or force a borrower into bankruptcy restructuring if certain criteria are breached. Under such loans, lenders typically must rely on covenants that restrict a borrower from incurring additional debt
or engaging in certain actions. Such covenants can be breached only by an affirmative action of the borrower, rather than by a </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
deterioration in the borrower&#146;s financial condition. Accordingly, the Fund may have fewer rights against a borrower when it invests in or has exposure to such loans and so may have a greater
risk of loss on such investments as compared to investments in or exposure to loans with additional or more conventional covenants. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Senior Loan and Subordination Risk.</U><B><I></I></B>&nbsp;In addition to the risks typically associated with debt securities and loans
generally, senior loans are also subject to the risk that a court could subordinate a senior loan, which typically holds a senior position in the capital structure of a borrower, to presently existing or future indebtedness or take other action
detrimental to the holders of senior loans. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in senior loans may be collateralized with one or more of
(1)&nbsp;working capital assets, such as accounts receivable and inventory, (2)&nbsp;tangible fixed assets, such as real property, buildings and equipment, (3)&nbsp;intangible assets such as trademarks or patents, or (4)&nbsp;security interests in
shares of stock of the borrower or its subsidiaries or affiliates. In the case of loans to <FONT STYLE="white-space:nowrap">a&nbsp;non-public&nbsp;company,</FONT> the company&#146;s shareholders or owners may provide collateral in the form of
secured guarantees and/or security interests in assets they own. However, the value of the collateral may decline after the Fund buys the senior loan, particularly if the collateral consists of equity securities of the borrower or its affiliates. If
a borrower defaults, insolvency laws may limit the Fund&#146;s access to the collateral, or the lenders may be unable to liquidate the collateral. A bankruptcy court might find that the collateral securing the senior loan is invalid or require the
borrower to use the collateral to pay other outstanding obligations. If the collateral consists of stock of the borrower or its subsidiaries, the stock may lose all of its value in the event of a bankruptcy, which would leave the Fund exposed to
greater potential loss. As a result, a collateralized senior loan may not be fully collateralized and can decline significantly in value. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If a borrower defaults on a collateralized senior loan, the Fund may receive assets other than cash or securities in full or partial
satisfaction of the borrower&#146;s obligation under the senior loan. Those assets may be illiquid, and the Fund might not be able to realize the benefit of the assets for legal, practical or other reasons. The Fund might hold those assets until the
Adviser determined it was appropriate to dispose of them. If the collateral becomes illiquid or loses some or all of its value, the collateral may not be sufficient to protect the Fund in the event of a default of scheduled interest or principal
payments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Due to restrictions on transfers in loan agreements and the nature of the private syndication of senior loans including, for
example, the lack of publicly-available information, some senior loans are not as easily purchased or sold as publicly-traded securities. Some senior loans and other Fund investments are illiquid, which may make it difficult for the Fund to value
them or dispose of them at an acceptable price. Direct investments in senior loans and investments in participation interests in or assignments of senior loans may be limited. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Settlement Risk.</U><B><I></I></B>&nbsp;Transactions in many loans settle on a delayed basis, and the Fund may not receive the proceeds
from the sale of such loans for a substantial period after the sale. As a result, sale proceeds related to the sale of such loans may not be available to make additional investments until potentially a substantial period after the sale of the loans.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Inadequate Collateral or Guarantees Risk.</U><B><I> </I></B>Even if a loan to which the Fund is exposed is secured, there can be no
assurance that the collateral will, when recovered and liquidated, generate sufficient (or any) funds to offset any losses associated with a defaulting loan. It is possible that the same collateral could secure multiple loans, in which case the
liquidation proceeds of the collateral may be insufficient to cover the payments due on all the loans secured by that collateral. This risk is increased if the Fund&#146;s loans are secured by a single asset. There can be no guarantee that the
collateral can be liquidated and any costs associated with such liquidation could reduce or eliminate the amount of funds otherwise available to offset the payments due under the loan. The Fund generally will need to rely on the efforts of the
originating lenders, servicers or their designated collection agencies to collect on defaulted loans and there is no guarantee that such parties will be successful in their efforts to collect. To the extent that the loan obligations in which the
Fund invests are guaranteed by a third party, there can be no assurance that the guarantor will perform its payment obligations should the underlying borrower default on its payments. The Fund could suffer delays or limitations on its ability to
realize the benefits of the collateral to the extent the borrower becomes bankrupt or insolvent. Moreover, the Fund&#146;s security interests may be unperfected for a variety of reasons, including the failure to make a required filing by the
servicer and, as a result, the Fund may not have priority over other creditors as it expected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Unsecured Loans Risk. </U>Subordinated
or unsecured loans are lower in priority of payment to secured loans and are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after
giving effect to the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Subordinated and unsecured loans
generally have greater price volatility than secured loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in subordinated or unsecured loans, which would create greater credit risk
exposure for the holders of such loans. Subordinated and unsecured loans share the same risks as other below investment grade securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Servicer Risk. </U>The Fund&#146;s direct and indirect investments in loans are typically serviced by the originating lender or a
third-party servicer. In the event that the servicer is unable to service the loan, there can be no guarantee that a backup servicer will be able to assume responsibility for servicing the loans in a timely or cost-effective manner; any resulting
disruption or delay could jeopardize payments due to the Fund in respect of its investments or increase the costs associated with the Fund&#146;s investments. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Other Legal Risks</U>. Recent case law has cast doubt on the ability of a purchaser of a loan,
such as the Fund, to charge the same rate of interest as an originating entity after the loan has been sold by the originating entity. In 2015, the U.S. Court of Appeals for the Second Circuit issued a significant decision that interpreted the scope
of federal preemption under the National Bank Act (the &#147;NBA&#148;) and held that a <FONT STYLE="white-space:nowrap">non-bank</FONT> assignee of loans sourced by a national bank was not entitled to the benefits of NBA preemption as to state law
claims of usury. Although the decision is binding only in Connecticut, New York and Vermont, it may significantly affect <FONT STYLE="white-space:nowrap">non-bank</FONT> assignees of loans, including, potentially, the Fund. At a minimum, <FONT
STYLE="white-space:nowrap">non-bank</FONT> assignees/purchasers of bank loans may face uncertainty regarding their ability to rely upon federal preemption of state usury laws in those three states; in addition, a number of market participants,
including, potentially, the Fund, purchase loans from state-chartered banks promptly after origination and may seek to rely upon federal preemption to exempt the loans from state usury caps. The decision, although directly ruling on purchasers of
national bank loans, could be applied by courts considering the scope of federal preemption under the Depository Institutions Deregulation and Monetary Control Act of 1980 (which generally preempts state usury laws in favor of federally insured
state-chartered banks) with respect to loans originated by state-chartered banks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Second Circuit&#146;s decision appears to be
contrary to other federal circuit court decisions and inconsistent with long-standing commercial practice. Although the decision was appealed to the U.S. Supreme Court, the Court declined to consider it, leaving in place the Second Circuit&#146;s
ruling. In February 2017, in further action following remand from the Second Circuit, the U.S. District Court ruled that the choice of law provision, which selected Delaware rather than New York law, would not be enforced and that New York law
should be applied for determining the applicable usury ceiling. The impact of the case is uncertain because the case ultimately settled in early 2019 without further action, and the Supreme Court could ultimately disagree with the ruling in a
different case. In addition, the holding could be overturned, distinguished or otherwise limited by the subsequent litigation on similar issues in other cases in the Second Circuit. If the decision in this case were applied to lending activity more
broadly, it is possible that certain loans made to borrowers in Connecticut, New York and Vermont by originating banks at interest rates in excess of the local usury ceiling could be in jeopardy if the ruling in this case is applied to them. As a
result, if the Fund purchases or holds such loans (directly or indirectly) and litigation is brought to challenge their enforceability on similar grounds as this case, the Fund could suffer significant losses. Moreover, if the ruling in this case is
applied in other jurisdictions, the enforceability of loans made through originating banks at interest rates in excess of a local usury ceiling may also be in jeopardy and the Fund could suffer losses if it purchases or holds such loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Foreign Loan Risk</U>. Loans involving foreign borrowers may involve risks not ordinarily associated with exposure to loans to U.S.
entities and individuals. The foreign lending industry may be subject to less governmental supervision and regulation than exists in the U.S.; conversely, foreign regulatory regimes applicable to the lending industry may be more complex and more
restrictive than those in the U.S., resulting in higher costs associated with such investments, and such regulatory regimes may be subject to interpretation or change without prior notice to investors, such as the Fund. Foreign lending may not be
subject to accounting, auditing, and financial reporting standards and practices comparable to those in the U.S. Due to differences in legal systems, there may be difficulty in obtaining or enforcing a court judgment outside the U.S. For example,
bankruptcy laws may differ across the jurisdictions in which the Fund may invest and it may be difficult for a servicer to pursue <FONT STYLE="white-space:nowrap">non-U.S.</FONT> borrowers. In addition, to the extent that investments are made in a
limited number of countries, events in those countries will have a more significant impact on the Fund. Loans to foreign entities and individuals may be subject to risks of increased transaction costs, potential delays in settlement or unfavorable
differences between the U.S. economy and foreign economies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s exposure to loans of foreign borrowers may be subject to
withholding and other foreign taxes, which may adversely affect the net return on such investments. In addition, fluctuations in foreign currency exchange rates and exchange controls may adversely affect the market value of the Fund&#146;s exposure
to loans to foreign borrowers. The Fund is unlikely to be able to pass through to its shareholders foreign income tax credits in respect of any foreign income taxes it pays. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Lender Liability.</U> A number of judicial decisions have upheld judgments of borrowers against lending institutions on the basis of
various evolving legal theories, collectively termed &#147;lender liability.&#148; Generally, lender liability is founded on the premise that a lender has violated a duty (whether implied or contractual) of good faith, commercial reasonableness and
fair dealing, or a similar duty owed to the borrower or has assumed an excessive degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. If a loan held by the
Fund were found to have been made or serviced under circumstances that give rise to lender liability, the borrower&#146;s obligation to repay that loan could be reduced or eliminated or the Fund&#146;s recovery on that loan could be otherwise
impaired, which would adversely impact the value of that loan. In limited cases, courts have subordinated the loans of a senior lender to a borrower to claims of other creditors of the borrower when the senior lender or its agents, such as a loan
servicer, is found to have engaged in unfair, inequitable or fraudulent conduct with respect to the other creditors. If a loan held by the Fund were subject to such subordination, it would be junior in right of payment to other indebtedness of the
borrower, which could adversely impact the value of that loan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Loan origination and servicing companies are routinely involved in legal
proceedings concerning matters that arise in the ordinary course of their business. These legal proceedings range from actions involving a single plaintiff to class action lawsuits with potentially tens of thousands of class members. In addition, a
number of participants in the loan origination and servicing industry (including control persons of industry participants) have been the subject of regulatory actions by state regulators, including state Attorneys General, and
</P>
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by the federal government. Governmental investigations, examinations or regulatory actions, or private lawsuits, including purported class action lawsuits, may adversely affect such
companies&#146; financial results. To the extent the Fund engages in origination and/or servicing directly, or has a financial interest in, or is otherwise affiliated with, an origination or servicing company, the Fund will be subject to enhanced
risks of litigation, regulatory actions and other proceedings. As a result, the Fund may be required to pay legal fees, settlement costs, damages, penalties or other charges, any or all of which could materially adversely affect the Fund and its
investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may make loans directly to borrowers or may acquire an interest in a loan by means of an assignment or a
participation. In an assignment, the Fund may be required generally to rely upon the assigning financial institution to demand payment and enforce its rights against the borrower, but would otherwise be entitled to the benefit of all of the
financial institution&#146;s rights in the loan. The Fund may also purchase a participating interest in a portion of the rights of a lending institution in a loan. In such case, the Fund will generally be entitled to receive from the lending
institution amounts equal to the payments of principal, interest and premium, if any, on the loan received by the institution, but generally will not be entitled to enforce its rights directly against the agent bank or the borrower, and must rely
for that purpose on the lending institution. In the case of an assignment or a participation, the value of the Fund&#146;s loan investment will depend at least in part on the credit standing of the assigning or participating institution. The Fund
will in certain cases be required to rely upon the intermediary from which it purchases an assignment or participation interest to collect and pass on to the Fund such payments and to enforce the Fund&#146;s rights. As a result, an insolvency,
bankruptcy or reorganization of the intermediary may delay or prevent the Fund from receiving principal, interest and other amounts with respect to the Fund&#146;s interest in the loan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>BELOW INVESTMENT GRADE/HIGH YIELD SECURITIES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Debt instruments rated below investment grade or debt instruments that are unrated and of comparable or lesser quality are predominantly
speculative. They are usually issued by companies without long track records of sales and earnings or by companies with questionable credit strength. These instruments, which include debt securities commonly known as &#147;junk bonds,&#148; have a
higher degree of default risk and may be less liquid than higher-rated bonds. These instruments may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of
high yield investments generally, general economic downturn, and less secondary market liquidity. This potential lack of liquidity may make it more difficult for the Fund to value these instruments accurately. An economic downturn could severely
affect the ability of issuers (particularly those that are highly leveraged) to service their debt obligations or to repay their obligations upon maturity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>DISTRESSED AND DEFAULTED SECURITIES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Defaulted securities risk refers to the uncertainty of repayment of defaulted securities (<I>e.g., </I>a security on which a principal or
interest payment is not made when due) and obligations of distressed issuers. Because the issuer of such securities is in default and is likely to be in distressed financial condition, repayment of defaulted securities and obligations of distressed
issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. Insolvency laws and practices in emerging market
countries are different than those in the U.S. and the effect of these laws and practices cannot be predicted with certainty. Investments in defaulted securities and obligations of distressed issuers are considered speculative and entail high risk.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LEVERAGE RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s use
of leverage (as described under &#147;Leverage&#148; above) creates the opportunity for increased net income and capital appreciation, but also creates special risks for Common Shareholders. There is no assurance that the Fund&#146;s leveraging
strategies will be successful. Leverage is a speculative technique that exposes the Fund to greater risk and increased costs. The net proceeds the Fund obtains from its use of borrowings, an issuance of preferred shares, the use of reverse
repurchase agreements, or dollar roll transactions will be invested in accordance with the Fund&#146;s investment objectives and policies as described in this Prospectus. The interest expense payable by the Fund with respect to its reverse
repurchase agreements, dollar roll transactions, borrowings and/or dividends payable with respect to any outstanding preferred shares may be based on shorter-term interest rates that periodically reset. So long as the Fund&#146;s portfolio
investments provide a higher rate of return (net of applicable Fund expenses) than the interest expenses, dividend expenses and other costs to the Fund of such leverage, the investment of the proceeds thereof should generate more income than will be
needed to pay the costs of the leverage. If so, and all other things being equal, the excess would be used to pay higher dividends to Common Shareholders than if the Fund were not so leveraged. If, however, interest rates rise relative to the rate
of return on the Fund&#146;s portfolio, the interest and other costs to the Fund of leverage, including interest expenses on borrowings, the dividend rate on any outstanding preferred shares and/or the cost of the use of reverse repurchase
agreements and dollar roll transactions, could exceed the rate of return on the debt obligations and other investments held by the Fund, thereby reducing the return to Common Shareholders. When leverage is used, the NAV and market price of the
Common Shares and the investment return to Common Shareholders will likely be more volatile. There can be no assurance that the Fund&#146;s use of leverage will result in a higher investment return on the Common Shares, and it may result in losses.
In addition, fees and expenses of any form of leverage used by the Fund will be borne entirely by the Common Shareholders and not by preferred shareholders, if any, and will reduce the investment return of the Common Shares. In addition, any
preferred shares issued by the Fund may pay cumulative dividends, which may tend to increase leverage risk. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">76 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Leverage creates several major types of risks for Common Shareholders, including: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the likelihood of greater volatility of NAV and market price of Common Shares, and of the investment return to
Common Shareholders, than a comparable portfolio without leverage; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the possibility either that Common Share dividends will fall if the interest and other costs of leverage rise,
or that dividends paid on Common Shares will fluctuate because such costs vary over time; and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the effects of leverage in a declining market or a rising interest rate environment, as leverage is likely to
cause a greater decline in the NAV of the Common Shares than if the Fund were not leveraged and may result in a greater decline in the market value of the Common Shares. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the counterparties to the Fund&#146;s leveraging transactions and any preferred shareholders of the Fund will have priority of
payment over the Fund&#146;s Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The use by the Fund of reverse repurchase agreements and dollar roll transactions to
obtain leverage also involves special risks. For instance, the market value of the securities that the Fund is obligated to repurchase under a reverse repurchase agreement may decline below the repurchase price and the securities may not be returned
to the Fund. See &#147;The Fund&#146;s Investment Objectives and Strategies&#150;&#150;Reverse Repurchase Agreements and Dollar Rolls.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to borrowings, an issuance of preferred shares, reverse repurchase agreements and/or dollar roll transactions, the Fund&#146;s use
of other transactions that may give rise to a form of leverage (including, among others, credit default swap contracts and other transactions, loans of portfolio securities, transactions involving derivative instruments, short sales, and when
issued, delayed delivery, and forward commitment transactions) gives rise to the associated leverage risks described above, and may adversely affect the Fund&#146;s income, distributions, and total returns to Common Shareholders. The Fund also may
seek to offset derivatives positions against one another or against other assets in an attempt to manage effective market exposure resulting from derivatives in its portfolio. To the extent that any positions do not behave in relation to one another
as expected by the Adviser, the Fund may perform as if it is leveraged through use of these derivative strategies. See &#147;Leverage.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Counterparties to the Fund&#146;s other leveraging transactions (<I>e.g.</I>, total return swaps, reverse repurchases, loans of portfolio
securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements, futures and forward contracts, call and put options or other derivatives), if any, would have
seniority over the Fund&#146;s Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SEC has issued a proposed rule relating to a registered investment company&#146;s use
of derivatives and related instruments that, if adopted, could potentially require the Fund to reduce its use of leverage and/or observe more stringent asset coverage and related requirements than are currently imposed by the 1940 Act, which could
adversely affect the value or performance of the Fund and the Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s ability to utilize derivatives and leverage
may also be limited by asset coverage requirements applicable to the use of certain transactions that may involve leverage, restrictions imposed by the Fund&#146;s creditors, and guidelines or restrictions imposed by rating agencies that provide
ratings for preferred shares or in connection with liquidity arrangements for preferred shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because the fees received by the Adviser
are based on the total managed assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions, or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued
liabilities (other than liabilities in respect of reverse repurchase agreements, dollar roll transactions, or similar transactions, and borrowings), the Adviser has a financial incentive to cause the Fund to use leverage, which creates a conflict of
interest between the Adviser, on the one hand, and the Common Shareholders, on the other hand. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>REIT RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in REITs. REITs are pooled investment vehicles that own, and typically operate, income-producing real estate. If a REIT
meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then it is not taxed on the income distributed to shareholders. REITs are subject to management fees and other
expenses, and so the Fund will bear its proportionate share of the costs of the REITs&#146; operations. There are three general categories of REITs: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest primarily in direct fee
ownership or leasehold ownership of real property and derive most of their income from rents, are generally affected by changes in the values of and incomes from the properties they own. Mortgage REITs invest mostly in mortgages on real estate,
which may secure, for example, construction, development or long-term loans, and the main source of their income is mortgage interest payments. Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. A hybrid REIT
combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate, and thus may be subject to risks associated with both real estate ownership and investments in
mortgage-related investments. Along with the risks common to different types of real estate-</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
related investments, REITs, no matter the type, involve additional risk factors, including poor performance by the REIT&#146;s manager, adverse changes to the tax laws, and the possible failure
by the REIT to qualify for the favorable tax treatment applicable to REITs under the Code or an exemption under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow earned on the property interests they hold. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage REITs are exposed to the risks specific to the real estate market as well as the risks that relate specifically to the way in which
mortgage REITs are organized and operated. Mortgage REITs receive principal and interest payments from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to the credit risk of the borrowers to whom they extend credit,
and are subject to the risks described under &#147;Mortgage-Backed Securities Risk&#148; and &#147;Debt Securities Risk.&#148; Mortgage REITs are also subject to significant interest rate risk. Mortgage REITs typically use leverage and many are
highly leveraged, which exposes them to the risks of leverage. Leverage risk refers to the risk that leverage created from borrowing may impair a mortgage REIT&#146;s liquidity, cause it to liquidate positions at an unfavorable time and increase the
volatility of the values of securities issued by the mortgage REIT. The use of leverage may not be advantageous to a mortgage REIT. To the extent that a mortgage REIT incurs significant leverage, it may incur substantial losses if its borrowing
costs increase or if the assets it purchases with leverage decrease in value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment in a REIT may result in the Fund
making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions attributable to REITs made by the Fund to Fund shareholders will not qualify for the corporate
dividends-received deduction, or, generally, for treatment as qualified dividend income. Certain distributions made by the Fund attributable to dividends received by the Fund from REITs may qualify as &#147;qualified REIT dividends&#148; in the
hands of <FONT STYLE="white-space:nowrap">non-corporate</FONT> shareholders, as discussed in the SAI. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>MUNICIPAL BOND RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investing in the municipal bond market involves the risks of investing in debt securities generally and certain other risks. The amount of
public information available about the municipal bonds in the Fund&#146;s portfolio is generally less than that for corporate equities or bonds, and the investment performance of the Fund&#146;s investment in municipal bonds may therefore be more
dependent on the analytical abilities of the Adviser than its investments in taxable bonds. The secondary market for municipal bonds also tends to be less well developed or liquid than many other securities markets, which may adversely affect the
Fund&#146;s ability to sell municipal bonds at attractive prices. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The ability of municipal issuers to make timely payments of interest
and principal may be diminished during general economic downturns, by litigation, legislation or political events, or by the bankruptcy of the issuer. Laws, referenda, ordinances or regulations enacted in the future by Congress or state legislatures
or the applicable governmental entity could extend the time for payment of principal and/or interest, or impose other constraints on enforcement of such obligations, or on the ability of municipal issuers to levy taxes. Issuers of municipal
securities also might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, the Fund could experience delays in collecting principal and interest and the Fund may not, in all circumstances, be able to collect all
principal and interest to which it is entitled. To enforce its rights in the event of a default in the payment of interest or repayment of principal, or both, the Fund may take possession of and manage the assets securing the issuer&#146;s
obligations on such securities, which may increase the Fund&#146;s operating expenses. Any income derived from the Fund&#146;s ownership or operation of such assets may not be tax exempt. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in revenue bonds, which are typically issued to fund a wide variety of capital projects including: electric, gas, water
and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; and hospitals. Because the principal security for a revenue bond is generally the net revenues derived from a particular facility or group of
facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, there is no guarantee that the particular project will generate enough revenue to pay its obligations, in which case the Fund&#146;s performance
may be adversely affected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Interest on municipal obligations, while generally exempt from federal income tax, may not be exempt from
federal alternative minimum tax. The Fund does not expect to be eligible to pass the <FONT STYLE="white-space:nowrap">tax-exempt</FONT> character of such interest through to Common Shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>FOREIGN CURRENCY RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Currency risk is
the risk that fluctuations in exchange rates may adversely affect the value of the Fund&#146;s investments. Currency risk includes both the risk that currencies in which the Fund&#146;s investments are traded and/or in which the Fund receives
income, or currencies in which the Fund has taken an active investment position, will decline in value relative to other currencies. In the case of hedging positions, currency risk includes the risk that the currency the Fund is seeking exposure to
will decline in value relative to the foreign currency being hedged. Currency exchange rates fluctuate significantly for many reasons, including changes in supply and demand in the currency exchange markets, actual or perceived changes in interest
rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks, or supranational agencies such as the International Monetary Fund, and currency controls or other political and economic developments in the U.S. or
abroad. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">78 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The currencies of certain emerging market countries have experienced devaluations relative to the
U.S. dollar, and future devaluations may adversely affect the value of assets denominated in such currencies. A devaluation of the currency in which portfolio securities are denominated will negatively impact the value of those securities. Many
emerging market countries have experienced substantial, and in some periods extremely high rates of inflation or deflation for many years, and future inflation may adversely affect the economies and securities markets of such countries. When debt
and similar obligations issued by foreign issuers are denominated in a currency (e.g., the U.S. dollar or the Euro) other than the local currency of the issuer, the subsequent strengthening of the <FONT STYLE="white-space:nowrap">non-local</FONT>
currency against the local currency will generally increase the burden of repayment on the issuer and may increase significantly the risk of default by the issuer. The Fund may use derivatives to acquire positions in currencies the values to which
the Fund is exposed through its investments. This presents the risk that the Fund could lose money on its exposure to a particular currency and also lose money on the derivative. The Fund also may take overweighted or underweighted currency
positions and/or hedge the currency exposure of the securities in which it has invested. As a result, the Fund&#146;s currency exposure may differ (in some cases significantly) from the currency exposure of its investments and/or its benchmarks.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>CREDIT DEFAULT SWAPS RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A credit
default swap is an agreement between the Fund and a counterparty that enables the Fund to buy or sell protection against a credit event related to a particular issuer. One party, acting as a protection buyer, makes periodic payments, which may be
based on, among other things, a fixed or floating rate of interest, to the other party, a protection seller, in exchange for a promise by the protection seller to make a payment to the protection buyer if a negative credit event (such as a
delinquent payment or default) occurs with respect to a referenced bond or group of bonds. Credit default swaps may also be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the
default event that triggers purchase or other factors (for example, the Nth default within a basket, or defaults by a particular combination of issuers within the basket, may trigger a payment obligation). As a credit protection seller in a credit
default swap contract, the Fund would be required to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty following certain negative credit events as to a specified third-party debtor, such as default by a
U.S. or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporate issuer on its debt obligations. In return for its obligation, the Fund would receive from the counterparty a periodic stream of payments, which may be based on, among other things, a
fixed or floating rate of interest, over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments, and would have no payment obligations to the counterparty. The Fund
may sell credit protection in order to earn additional income and/or to take a synthetic long position in the underlying security or basket of securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into credit default swap contracts as protection buyer in order to hedge against the risk of default on the debt of a
particular issuer or basket of issuers or attempt to profit from a deterioration or perceived deterioration in the creditworthiness of the particular issuer(s) (also known as buying credit protection). This would involve the risk that the investment
may expire worthless and would only generate gain in the event of an actual default by the issuer(s) of the underlying obligation(s) (or, as applicable, a credit downgrade or other indication of financial instability). It would also involve the risk
that the seller may fail to satisfy its payment obligations to the Fund. The purchase of credit default swaps involves costs, which will reduce the Fund&#146;s return. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit default swaps involve a number of special risks. A protection seller may have to pay out amounts following a negative credit event
greater than the value of the reference obligation delivered to it by its counterparty and the amount of periodic payments previously received by it from the counterparty. When the Fund acts as a seller of a credit default swap, it is exposed to,
among other things, leverage risk because if an event of default occurs the seller must pay the buyer the full notional value of the reference obligation. Each party to a credit default swap is subject to the credit risk of its counterparty (the
risk that its counterparty may be unwilling or unable to perform its obligations on the swap as they come due). The value of the credit default swap to each party will change, at times significantly, based on changes in the actual or perceived
creditworthiness of the underlying issuer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A protection buyer may lose its investment and recover nothing should an event of default not
occur. The Fund may seek to realize gains on its credit default swap positions, or limit losses on its positions, by selling those positions in the secondary market. There can be no assurance that a liquid secondary market will exist at any given
time for any particular credit default swap or for credit default swaps generally. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market for credit default swaps has at times
become more volatile as the creditworthiness of certain counterparties has been questioned and/or downgraded. The parties to a credit default swap may be required to post collateral to each other. If the Fund posts initial or periodic collateral to
its counterparty, it may not be able to recover that collateral from the counterparty in accordance with the terms of the swap. In addition, if the Fund receives collateral from its counterparty, it may be delayed or prevented from realizing on the
collateral in the event of the insolvency or bankruptcy of the counterparty. The Fund may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit
default swap position, which may cause the Fund to incur more losses. There can be no assurance that the Fund will be able to exit a credit default swap position effectively when it seeks to do so. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">79 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>HEDGING STRATEGY RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain of the investment techniques that the Fund may employ for hedging will expose the Fund to additional or increased risks. For example,
there may be an imperfect correlation between changes in the value of the Fund&#146;s portfolio holdings and hedging positions entered into by the Fund, which may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss.
In addition, the Fund&#146;s success in using hedge instruments is subject to the Adviser&#146;s ability to predict correctly changes in the relationships of such hedge instruments to the Fund&#146;s portfolio holdings, and there can be no assurance
that the Adviser&#146;s judgment in this respect will be accurate. Consequently, the use of hedging transactions might result in a poorer overall performance for the Fund, whether or not adjusted for risk, than if the Fund had not hedged its
portfolio holdings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser is under no obligation to engage in any hedging strategies, and may, in its discretion, choose not to.
Even if the Adviser desires to hedge some of the Fund&#146;s risks, suitable hedging transactions may not be available or, if available, attractive. A failure to hedge may result in losses to the value of the Fund&#146;s investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>SHORT SALES AND SHORT POSITION RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To
the extent the Fund makes use of short sales for investment and/or risk management purposes, the Fund may be subject to certain risks associated with selling short. Short sales are transactions in which the Fund sells securities or other instruments
that the Fund does not own. Short exposure with respect to securities or market segments may also be achieved through the use of derivative instruments, such as forwards, futures or swaps on indices or on individual securities. When the Fund engages
in a short sale on a security or other instrument, it typically borrows the security or other instrument sold short and delivers it to the counterparty. The Fund will ordinarily have to pay a fee or premium to borrow the security and will be
obligated to repay the lender of the security any dividends or interest that accrue on the security during the period of the loan. The amount of any gain from a short sale will be decreased, and the amount of any loss increased, by the amount of the
premium, dividends, interest or expenses the Fund pays in connection with the short sale. Short sales expose the Fund to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus
resulting in a loss to the Fund. The Fund may engage in short sales when it does not own or have the right to acquire the security sold short at no additional cost. The Fund&#146;s loss on a short sale theoretically could be unlimited in a case in
which the Fund is unable, for whatever reason, to close out its short position. In addition, the Fund&#146;s short selling strategies may limit its ability to benefit from increases in the markets. Short selling involves a form of financial leverage
that may exaggerate any losses realized by the Fund. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may borrow an instrument from a broker or other institution and sell it to establish a short position in the instrument. The Fund may
also enter into a derivative transaction in order to establish a short position with respect to a reference asset. The Fund may make a profit or incur a loss depending upon whether the market price of the instrument or the value of the position
decreases or increases between the date the Fund established the short position and the date on which the Fund must replace the borrowed instrument or otherwise close out the transaction. An increase in the value of an instrument, index or interest
rate with respect to which the Fund has established a short position will result in a loss to the Fund, and there can be no assurance that the Fund will be able to close out the position at any particular time or at an acceptable price. The loss to
the Fund from a short position is potentially unlimited. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>CONVERTIBLE SECURITIES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in convertible securities. Convertible securities include bonds, debentures, notes, preferred stock and other securities
that may be converted into or exchanged for, at a specific price or formula within a particular period of time, a prescribed amount of common stock or other equity securities of the same or a different issuer. Convertible securities may entitle the
holder to receive interest paid or accrued on debt or dividends paid or accrued on preferred stock until the security matures or is redeemed, converted or exchanged. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market value of a convertible security is a function of its investment value and its conversion value. A security&#146;s investment value
represents the value of the security without its conversion feature (<I>i.e.</I>, a nonconvertible fixed income security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or
probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in
the issuer&#146;s capital structure. A security&#146;s conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the conversion value of a convertible security is significantly below its investment value, the convertible security generally trades like
nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. Conversely, if the conversion value of a convertible security is near or above its investment
value, the market value of the convertible security is typically more heavily influenced by fluctuations in the market price of the underlying security. Convertible securities generally have less potential for gain than common stocks. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">80 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in convertible securities may at times include securities that have a
mandatory conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. Because
conversion of the security is not at the option of the holder, the Fund may be required to convert the security into the underlying common stock even at times when to do so is not in the best interests of the shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund also may invest in &#147;synthetic&#148; convertible securities, which will be selected based on the similarity of their economic
characteristics to those of a traditional convertible security due to the combination of separate securities or instruments that possess the two principal characteristics of a traditional convertible security, <I>i.e.</I>, an income-producing
security (&#147;income-producing component&#148;) and the right to acquire an equity security (&#147;convertible component&#148;). The income-producing component is achieved by investing in <FONT STYLE="white-space:nowrap">non-convertible,</FONT>
income-producing securities such as bonds, preferred stocks and money market instruments. The convertible component is achieved by purchasing warrants or options to buy common stock at a certain exercise price, or options on a stock index. The Fund
may also purchase synthetic securities created by other parties, typically investment banks, including convertible structured notes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund&#146;s investments in convertible securities, including synthetic convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid, in which
case the Fund may not be able to dispose of such securities in a timely fashion or for a fair price, which could result in losses to the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment in convertible securities may also be generally subject to the risks associated with investment in fixed income
securities. See &#147;&#151;Debt Securities Risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>PREFERRED SECURITIES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to many of the risks associated with both debt securities (<I>e.g.</I>, interest rate risk and credit risk) and common shares or
other equity securities, preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions for an extended period. Preferred securities also may contain provisions that allow an issuer, under certain
conditions, to skip (in the case of noncumulative preferred securities) or defer (in the case of cumulative preferred securities) dividend payments. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required
to report income for tax purposes while it is not receiving any distributions. Preferred stock in some instances is convertible into common shares or other securities. Preferred securities typically contain provisions that allow for redemption in
the event of tax or security law changes in addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable or favorable rates of return. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Preferred securities typically do not provide any voting rights, except in cases in which dividends are in arrears beyond a certain time
period, which varies by issue. Preferred securities are generally subordinated to bonds and other debt instruments in a company&#146;s capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject
to greater credit risk than those debt instruments. Preferred securities may be substantially less liquid than many other securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>PORTFOLIO
MANAGEMENT RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Portfolio management risk is the risk that an investment strategy may fail to produce the intended results. There can
be no assurance that the Fund will achieve its investment objectives. The Adviser&#146;s judgments about the attractiveness, value and potential appreciation of particular asset classes, sectors, securities, or other investments may prove to be
incorrect and may not anticipate actual market movements or the impact of economic conditions generally. No matter how well a portfolio manager evaluates market conditions, the investments a portfolio manager chooses may fail to produce the intended
result, and you could lose money on your investment in the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>VALUATION RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Valuation risk is the risk that the Fund will not value its investments in a manner that accurately reflects their market values or that the
Fund will not be able to sell any investment at a price equal to the valuation ascribed to that investment for purposes of calculating the Fund&#146;s NAV. The valuation of the Fund&#146;s investments involves subjective judgment and some valuations
may involve assumptions, projections, opinions, discount rates, estimated data points and other uncertain or subjective amounts, all of which may prove inaccurate. In addition, the valuation of certain investments held by the Fund may involve the
significant use of unobservable and <FONT STYLE="white-space:nowrap">non-market</FONT> inputs. Certain securities in which the Fund may invest may be more difficult to value accurately, especially during periods of market disruptions or extreme
market volatility. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair
value </P>
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determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value
that actually could be or is realized upon the sale of that security or other asset. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>FOCUSED INVESTMENT RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A fund that invests a substantial portion of its assets in a particular market, industry, sector, group of industries or sectors, country,
region, group of countries or asset class is subject to greater risk than a fund that invests in a more diverse investment portfolio. In addition, the value of such a fund is more susceptible to any single economic, market, political, regulatory or
other occurrence affecting, for example, the particular markets, industries, regions, sectors or asset classes in which the fund is invested. This is because, for example, issuers in a particular market, industry, region, sector or asset class may
react similarly to specific economic, market, regulatory, political or other developments. The particular markets, industries, regions, sectors or asset classes in which the Fund may focus its investments may change over time and the Fund may alter
its focus at inopportune times. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent the Fund invests in the securities of a limited number of issuers, it is particularly
exposed to adverse developments affecting those issuers, and a decline in the market value of a particular security held by the Fund may affect the Fund&#146;s performance more than if the Fund invested in the securities of a larger number of
issuers. In addition, the limited number of issuers to which the Fund may be exposed may provide the Fund exposure to substantially the same market, industry, sector, group of industries or sectors, country, region, group of countries, or asset
class, which may increase the risk of loss as a result of focusing the Fund&#146;s investments, as discussed above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>DERIVATIVES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s use of derivatives may involve risks different from, or greater than, the risks associated with investing in more traditional
investments, such as stocks and bonds. Derivatives can be highly complex and may perform in ways unanticipated by the Adviser and may not be available at the time or price desired. Derivatives positions may also be improperly executed or
constructed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s use of derivatives involves the risk that the other party to the derivative contract will fail to make
required payments or otherwise to comply with the terms of the contract. In the event the counterparty to a derivative instrument becomes insolvent, the Fund potentially could lose all or a large portion of the value of its investment in the
derivative instrument. Because most derivatives involve contractual arrangements with a counterparty, the Fund&#146;s ability to enter into them requires a willing counterparty. The Fund&#146;s ability to close out or unwind a derivatives position
prior to expiration or maturity may also depend on the ability and willingness of the counterparty to enter into a transaction closing out the position. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Derivatives may be difficult to value and highly illiquid and/or volatile. The Fund may not be able to close out or sell a derivatives
position at a particular time or at an anticipated price. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Use of derivatives may affect the amount, timing and character of distributions
to shareholders and, therefore, may increase the amount of taxes payable by taxable shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may use derivatives to create
investment leverage and the Fund&#146;s use of derivatives may otherwise cause its portfolio to be leveraged. Leverage increases the Fund&#146;s portfolio losses when the value of its investments declines. Since many derivatives involve leverage,
adverse changes in the value or level of the underlying asset, rate, or index may result in a loss substantially greater than the amount invested in the derivative itself. Some derivatives have the potential for unlimited loss, regardless of the
size of the initial investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When the Fund enters into a derivatives transaction as a substitute for or alternative to a direct cash
investment, the Fund is exposed to the risk that the derivative transaction may not provide a return that corresponds precisely or at all with that of the underlying investment. When the Fund uses a derivative for hedging purposes, it is possible
that the derivative will not in fact provide the anticipated protection, and the Fund could lose money on both the derivative transaction and the exposure the Fund sought to hedge. While hedging strategies involving derivatives can reduce the risk
of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When it takes a derivatives position, the Fund may be required to maintain assets as &#147;cover,&#148; maintain segregated accounts, post
collateral or make margin payments. Assets that are segregated or used as cover, margin or collateral may be required to be in the form of cash or liquid securities, and typically may not be sold while the derivatives position is open unless they
are replaced with other appropriate assets. If markets move against the Fund&#146;s position, the Fund may be required to maintain or post additional assets and may have to dispose of existing investments to obtain assets acceptable as collateral or
margin. This may prevent the Fund from pursuing its investment objectives. Assets that are segregated or used as cover, margin or collateral typically are invested, and these investments are subject to risk and may result in losses to the Fund.
These losses may be substantial, and may be in addition to losses incurred by using the derivative in question. If the Fund is unable to close out its position, it may be required to continue to maintain such assets or accounts or make such payments
until the position expires or matures, and the Fund will continue to be subject to investment risk on the assets. </P>
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In addition, the Fund may not be able to recover the full amount of its margin from an intermediary if that intermediary were to experience financial difficulty. Segregation, cover, margin and
collateral requirements may impair the Fund&#146;s ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require the Fund to sell a portfolio security or close out a derivatives
position at a disadvantageous time or price. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In November 2019, the SEC <FONT STYLE="white-space:nowrap">re-proposed</FONT> a new rule
that would replace present SEC and SEC staff regulatory guidance related to limits on a registered investment company&#146;s use of derivative instruments and certain other transactions, such as short sales and reverse repurchase agreements. The
ultimate impact, if any, of the new rule remains unclear, but if adopted as proposed, the rule would, among other things, require that the Fund limit derivatives exposure through one of two <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">value-at-risk</FONT></FONT> tests, eliminate the asset segregation framework for covering derivatives and certain financial instruments arising from the SEC&#146;s Release 10666 and related SEC staff guidance, and require
any fund, including the Fund, entering into reverse repurchase agreements (or other similar financing transactions) to count its exposure under such agreements and transactions towards its required asset coverage requirement under Section&nbsp;18 of
the 1940 Act. The Fund would also be required to adopt and implement a derivatives risk management program. While the full extent and cost of these regulations is unclear, and proposed regulations may be revised before adoption or may never be
adopted, these regulations could, among other things, restrict the Fund&#146;s ability to use leverage, engage in derivatives transactions and/or increase the cost of such derivatives transactions. These limitations may substantially curtail the
Fund&#146;s ability to use derivative instruments and inhibit the Adviser&#146;s ability to establish what it views as the optimal investment exposure for the Fund. If the proposed rule is adopted, the Fund might not be able to use derivative
instruments, reverse repurchase agreements and other transactions to the same extent as if the current regulatory structure had remained in place, and the ability of the Adviser to pursue the Fund&#146;s investment objectives as currently
anticipated, and the Fund&#146;s investment performance, might be adversely affected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Current and future regulation of the derivatives
markets may make derivatives more costly, may limit the availability or liquidity of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse developments could impair the effectiveness of the
Fund&#146;s derivatives transactions and cause the Fund to lose value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In July 2017, the head of the United Kingdom&#146;s Financial
Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away
from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined. Please see &#147;&#151;LIBOR Risk&#148; below for more information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>RISKS RELATED TO THE FUND&#146;S CLEARING BROKER AND CENTRAL CLEARING COUNTERPARTY </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Transactions in some types of swaps (including interest rate swaps and index credit default swaps) are required to be centrally cleared. In a
transaction involving those swaps (&#147;cleared derivatives&#148;), the Fund&#146;s counterparty is a clearing house, rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house
(&#147;clearing members&#148;) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to
and receive payments from a clearing house through their accounts at clearing members. Clearing members guarantee performance of their clients&#146; obligations to the clearing house. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There is a risk that assets deposited by the Fund with any swaps or futures clearing member as margin for futures contracts or cleared swaps
may, in certain circumstances, be used to satisfy losses of other clients of the Fund&#146;s clearing member. In addition, the assets of the Fund might not be fully protected in the event of the clearing member&#146;s bankruptcy, as the Fund would
be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing member&#146;s customers for the relevant account class. Similarly, all customer funds held at a clearing organization in connection with any
futures contracts are held in a commingled omnibus account and are not identified to the name of the clearing member&#146;s individual customers. All customer funds held at a clearing organization with respect to cleared swaps of customers of a
clearing member are also held in an omnibus account, but CFTC rules require that the clearing member notify the clearing organization of the amount of the initial margin provided by the clearing member to the clearing organization that is
attributable to each customer. With respect to futures and options contracts, a clearing organization may use assets of a <FONT STYLE="white-space:nowrap">non-defaulting</FONT> customer held in an omnibus account at the clearing organization to
satisfy payment obligations of a defaulting customer of the clearing member to the clearing organization. With respect to cleared swaps, a clearing organization generally cannot do so, but may do so if the clearing member does not provide accurate
reporting to the clearing organization as to the attribution of margin among its clients. Also, since clearing members generally provide to clearing organizations the net amount of variation margin required for cleared swaps for all of their
customers in the aggregate, rather than the gross amount of each customer, the Fund is subject to the risk that a clearing organization will not make variation margin payments owed to the Fund if another customer of the clearing member has suffered
a loss and is in default. As a result, in the event of a default or the clearing member&#146;s other clients or the clearing member&#146;s failure to extend its own funds in connection with any such default, the Fund may not be able to recover the
full amount of assets deposited by the clearing member on behalf of the Fund with the clearing organization. In addition, in the event of the bankruptcy or insolvency of a clearing house, the Fund might experience a loss of funds deposited through
its clearing member as margin with the clearing house, a loss of unrealized profits on its open positions, and the loss of funds owed to it as realized profits on closed positions. </P>
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Such a bankruptcy or insolvency might also cause a substantial delay before the Fund could obtain the return of funds owed to it by a clearing member who was a member of such clearing house. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In some ways, cleared derivative arrangements are less favorable to funds than bilateral arrangements. For example, the Fund may be required
to provide more margin for cleared derivatives positions than for bilateral derivatives positions. Also, in contrast to a bilateral derivatives position, following a period of notice to the Fund, a clearing member generally can require termination
of an existing cleared derivatives position at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin
requirements for existing positions or to terminate those positions at any time. Any increase in margin requirements or termination of existing cleared derivatives positions by the clearing member or the clearing house could interfere with the
ability of the Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could expose the Fund to greater credit risk to its clearing member because margin for cleared derivatives positions in excess
of a clearing house&#146;s margin requirements may be held by the clearing member. Also, the Fund is subject to risk if it enters into a derivatives transaction that is required to be cleared (or that the Adviser expects to be cleared), and no
clearing member is willing or able to clear the transaction on the Fund&#146;s behalf. In those cases, the position might have to be terminated, and the Fund could lose some or all of the benefit of the position, including loss of an increase in the
value of the position and/or loss of hedging protection, or could realize a loss. In addition, the documentation governing the relationship between the Fund and clearing members is drafted by the clearing members and generally is less favorable to
the Fund than typical bilateral derivatives documentation. While futures contracts entail similar risks, the risks likely are more pronounced for cleared swaps due to their more limited liquidity and the short market history of clearing houses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some types of cleared derivatives are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a
trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the
cleared derivatives market, trading on a swap execution facility can create additional costs and risks for the Fund. For example, swap execution facilities typically charge fees, and if the Fund executes derivatives on a swap execution facility
through a broker intermediary, the intermediary may impose fees as well. Also, the Fund may be required to indemnify a swap execution facility, or a broker intermediary who executes cleared derivatives on a swap execution facility on the Fund&#146;s
behalf, against any losses or costs that may be incurred as a result of the Fund&#146;s transactions on the swap execution facility. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">These and other new rules and regulations could, among other things, restrict the Fund&#146;s ability to engage in, or increase the cost to
the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. The implementation
of the clearing requirement has increased the costs of derivatives transactions for the Fund, since the Fund has to pay fees to its clearing members and is typically required to post more margin for cleared derivatives than it has historically
posted for uncleared derivatives. The costs of derivatives transactions are expected to increase further as clearing members raise their fees to cover the costs of additional capital requirements and other regulatory changes applicable to the
clearing members. These regulations are new and evolving, so their potential impact on the Fund and the financial system are not yet known. While the new regulations and central clearing of some derivatives transactions are designed to reduce
systemic risk (<I>e.g.</I>, the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that the new clearing mechanisms will achieve that
result. While these new systems are introduced into the market, as noted above, central clearing and related requirements expose the Fund to new kinds of risks and costs, not all of which are known as these new processes emerge and evolve. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>COUNTERPARTY RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will be
subject to credit risk presented by another party (whether a clearing corporation in the case of exchange-traded or cleared instruments or another third party in the case of
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> instruments) that promises to honor an obligation to the Fund with respect to the derivative contracts and other instruments, such as repurchase and
reverse repurchase agreements, entered into by the Fund. If such a party becomes bankrupt or insolvent or otherwise fails or is unwilling to perform its obligations to the Fund due to financial difficulties or for other reasons, the Fund may
experience significant losses or delays in realizing on any collateral the counterparty has provided in respect of the counterparty&#146;s obligations to the Fund or recovering collateral that the Fund has provided and is entitled to recover. In
addition, in the event of the bankruptcy, insolvency or other event of default (<I>e.g.</I>, cross-default) of a counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value. If the Fund
is owed this fair market value in the termination of the derivative transaction and its claim is unsecured, the Fund will likely be treated as a general creditor of such counterparty. The Fund may obtain only a limited recovery or may obtain no
recovery in such circumstances. Counterparty risk with respect to certain exchange-traded and <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> derivatives may be further complicated by U.S. financial
reform legislation. Subject to certain U.S. federal income tax limitations, the Fund is not subject to any limit with respect to the number or the value of transactions they can enter into with a single counterparty. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">84 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>STRUCTURED PRODUCTS AND STRUCTURED NOTES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Generally, structured investments are interests in entities organized and operated for the purpose of restructuring the investment
characteristics of underlying investment interests or securities. These investment entities may be structured as trusts or other types of pooled investment vehicles. This type of restructuring generally involves the deposit with or purchase by an
entity of the underlying investments and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying investments or referencing an indicator related to such investments. The cash flow or
rate of return on the underlying investments may be apportioned among the newly issued securities to create different investment characteristics, such as varying maturities, credit quality, payment priorities and interest rate provisions. Structured
products include, among other things, CDOs, mortgage-backed securities, other types of asset-backed securities and certain types of structured notes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The cash flow or rate of return on a structured investment may be determined by applying a multiplier to the rate of total return on the
underlying investments or referenced indicator. Application of a multiplier is comparable to the use of financial leverage, a speculative technique. Leverage magnifies the potential for gain and the risk of loss. As a result, a relatively small
decline in the value of the underlying investments or referenced indicator could result in a relatively large loss in the value of a structured product. Holders of structured products indirectly bear risks associated with the underlying investments,
index or reference obligation, and are subject to counterparty risk. The Fund generally has the right to receive payments to which it is entitled only from the structured product, and generally does not have direct rights against the issuer. While
certain structured investment vehicles enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured vehicles generally pay
their share of the investment vehicle&#146;s administrative and other expenses. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Structured products are generally privately offered and
sold, and thus, are not registered under the securities laws. Certain structured products may be thinly traded or have a limited trading market and may have the effect of increasing the Fund&#146;s illiquidity to the extent that the Fund, at a
particular point in time, may be unable to find qualified buyers for these securities. In addition to the general risks associated with fixed income securities discussed herein, structured products carry additional risks including, but not limited
to: (i)&nbsp;the possibility that distributions from underlying investments will not be adequate to make interest or other payments; (ii)&nbsp;the quality of the underlying investments may decline in value or default; (iii)&nbsp;the possibility that
the security may be subordinate to other classes of the issuer&#146;s securities; and (iv)&nbsp;the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected
investment results. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Structured notes are derivative securities for which the amount of principal repayment and/or interest payments is
based on the movement of one or more &#147;factors.&#148; These factors may include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate or LIBOR), referenced bonds and stock indices. Some of these factors
may or may not correlate to the total rate of return on one or more underlying instruments referenced in such notes. In some cases, the impact of the movements of these factors may increase or decrease through the use of multipliers or deflators.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in structured notes involve risks including interest rate risk, credit risk and market risk. Depending on the factor used and
the use of multipliers or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest rate on the structured note to
be reduced to zero and any further changes in the reference instrument may then reduce the principal amount payable on maturity. In the case of structured notes where the reference instrument is a debt instrument, such as credit-linked notes, the
Fund will be subject to the credit risk of the issuer of the reference instrument and the issuer of the structured note. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser
manages a wide variety of accounts and investment strategies. Investments made on behalf of one client or strategy can raise conflict of interest issues with other of the Adviser&#146;s clients or strategies. For example, the Adviser may cause a
client to purchase an issuer&#146;s debt security and cause another client to purchase a different debt security of the same issuer, such as a different bond of the issuer or different tranche of a mortgage-backed security that is subordinated to
the investment held by other clients. Please refer to the section of the SAI entitled &#147;Portfolio Managers &#151; Conflicts of Interest&#148; for more information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>EQUITY SECURITIES, SMALL- AND <FONT STYLE="white-space:nowrap">MID-CAPITALIZATION</FONT> COMPANIES AND RELATED MARKET RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market price of common stocks and other equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may
decline in value due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself. See &#147;&#151;Issuer Risk.&#148; The values of equity securities may decline due to general
market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor
sentiment generally. They also may decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater
price volatility than bonds and other debt securities. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investing in small- and <FONT STYLE="white-space:nowrap">mid-capitalization</FONT> companies may
involve special risks because those companies may have narrower product lines, more limited financial resources, fewer experienced managers, dependence on a few key employees, and a more limited trading market for their stocks, as compared with
larger companies. In addition, securities of these companies are subject to the risk that, during certain periods, the liquidity of particular issuers or industries will shrink or disappear with little forewarning as a result of adverse economic or
market conditions, or adverse investor perceptions, whether or not accurate. Securities of smaller capitalization issuers may therefore be subject to greater price volatility and may decline more significantly in market downturns than securities of
larger companies. Small- and <FONT STYLE="white-space:nowrap">mid-capitalization</FONT> issuers may also require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have
substantial borrowings or may otherwise have a weak financial condition, and may be susceptible to bankruptcy. Transaction costs for these investments are often higher than those of larger capitalization companies. There is typically less publicly
available information about small- and <FONT STYLE="white-space:nowrap">mid-capitalization</FONT> companies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>CONFIDENTIAL INFORMATION ACCESS RISK
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In managing the Fund, the Adviser may seek to avoid the receipt of material, <FONT STYLE="white-space:nowrap">non-public</FONT>
information (&#147;Confidential Information&#148;) about the issuers of floating rate loans or other investments being considered for acquisition by the Fund or held in the Fund&#146;s portfolio if the receipt of the Confidential Information would
restrict one or more of the Adviser&#146;s clients, including, potentially, the Fund, from trading in securities they hold or in which they may invest. In many instances, issuers offer to furnish Confidential Information to prospective purchasers or
holders of the issuer&#146;s loans or other securities. In circumstances when the Adviser declines to receive Confidential Information from these issuers, the Fund may be disadvantaged in comparison to other investors, including with respect to
evaluating the issuer and the price the Fund would pay or receive when it buys or sells those investments, and the Fund may not take advantage of investment opportunities that it otherwise might have if it had received such Confidential Information.
Further, in situations when the Fund is asked, for example, to grant consents, waivers or amendments with respect to such investments, the Adviser&#146;s ability to assess such consents, waivers and amendments may be compromised. In certain
circumstances, the Adviser may determine to receive Confidential Information, including on behalf of clients other than the Fund. Receipt of Confidential Information by the Adviser could limit the Fund&#146;s ability to sell certain investments held
by the Fund or pursue certain investment opportunities on behalf of the Fund, potentially for a substantial period of time. In certain situations, the Adviser may create information walls around persons having access to the Confidential Information
to limit the restrictions on others at the Adviser. Those measures could impair the ability of those persons to assist in managing the Fund. Also, certain issuers of senior floating rate loans, other bank loans and related investments may not have
any publicly traded securities (&#147;Private Issuers&#148;) and may offer private information pursuant to confidentiality agreements or similar arrangements. The Adviser may access such private information, while recognizing that the receipt of
that information could potentially limit the Fund&#146;s ability to trade in certain securities if the Private Issuer later issues publicly traded securities. If the Adviser intentionally or unintentionally comes into possession of Confidential
Information, it may be unable, potentially for a substantial period of time, to sell certain investments held by the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>OTHER INVESTMENT COMPANIES
RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As a shareholder in an investment company, the Fund will bear its ratable share of that investment company&#146;s expenses, and
would remain subject to payment of the Fund&#146;s investment management fees with respect to the assets so invested. Common Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment
companies. In addition, these other investment companies may use leverage, in which case an investment would subject the Fund to additional risks associated with leverage. See &#147;&#151;Leverage Risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>RESTRICTED SECURITIES, RULE 144A/REGULATION S SECURITIES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may hold securities that the Fund is prevented or limited by law or the terms of an agreement from selling (a &#147;restricted
security&#148;). To the extent that the Fund is permitted to sell a restricted security, there can be no assurance that a trading market will exist at any particular time and the Fund may be unable to dispose of the security promptly at reasonable
prices or at all. The Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting registration. Also, restricted securities may be difficult to value because market quotations may not be
readily available, and the values of restricted securities may have significant volatility. Rule 144A permits the Fund to sell restricted securities to qualified institutional buyers without limitation. However, investing in Rule 144A securities
could have the effect of increasing the level of the Fund&#146;s illiquidity to the extent the Fund, at a particular point in time, may be unable to find qualified institutional buyers (or other purchasers qualified to buy such securities)
interested in purchasing such securities. Limitations on the resale of restricted securities may have an adverse effect on their marketability, and may prevent the Fund from disposing of them promptly at reasonable prices. The Fund may have to bear
the expense of registering such securities for resale and the risk of substantial delays in effecting such registration. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>INFLATION/DEFLATION RISK
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Inflation risk is the risk that the value of assets or income from the Fund&#146;s investments will be worth less in the future as
inflation decreases the value of payments at future dates. As inflation increases, the real value of the Fund&#146;s portfolio could decline. Deflation </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">86 </P>


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risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may
result in a decline in the value of the Fund&#146;s portfolio. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LIQUIDITY RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Liquidity risk is the risk that the Fund may invest in securities that trade in lower volumes and may be less liquid than other investments or
that the Fund&#146;s investments may become less liquid in response to market developments or adverse investor perceptions. Illiquidity may be the result of, for example, low trading volumes, lack of a market maker, or contractual or legal
restrictions that limit or prevent the Fund from selling securities or closing positions. When there is no willing buyer and investments cannot be readily sold or closed out, the Fund may have to sell an investment at a substantially lower price
than the price at which the Fund is carrying the investments or may not be able to sell the investments at all, each of which would have a negative effect on the Fund&#146;s performance and may cause the Fund to hold an investment longer than the
Adviser would otherwise determine. It is possible that the Fund may be unable to sell a portfolio investment at a desirable time or at the value the Fund has placed on the investment or that the Fund may be forced to sell large amounts of securities
more quickly than it normally would in the ordinary course of business. In such a case, the sale proceeds received by the Fund may be substantially less than if the Fund had been able to sell the securities in more orderly transactions, and the sale
price may be substantially lower than the price previously used by the Fund to value the securities for purposes of determining the Fund&#146;s NAV. In addition, if the Fund sells investments with extended settlement times (<I>e.g.</I>, certain
kinds of loans (see &#151; &#147;Loan Risk&#148;)), the settlement proceeds from the sales will not be available to the Fund for a substantial period of time. The Fund may be forced to sell other investment positions with shorter settlement cycles
when the Fund would not otherwise have done so, which may adversely affect the Fund&#146;s performance. If another fund or investment pool in which the Fund invests is not publicly offered or there is no public market for its shares or accepts
investments subject to certain legal restrictions, such as <FONT STYLE="white-space:nowrap">lock-up</FONT> periods implemented by private funds, the Fund will typically be prohibited by the terms of its investment from selling or redeeming its
shares in the fund or pool, or may not be able to find a buyer for those shares at an acceptable price. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions (<I>e.g.</I>, if interest rates
rise or fall significantly, if there is significant inflation or deflation, increased selling of debt securities generally across other funds, pools and accounts, changes in investor perception, or changes in government intervention in the financial
markets) independent of any specific adverse changes in the conditions of a particular issuer. In such cases, shares of the Fund, due to the difficulty in purchasing and selling such securities or instruments, may decline in value or the Fund may be
unable to achieve its desired level of exposure to a certain issuer or sector. During periods of substantial market disruption, a large portion of the Fund&#146;s assets could potentially experience significant levels of illiquidity. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than those of more liquid comparable investments. Bond markets have
consistently grown over the past three decades while the growth of capacity for traditional dealer counterparties to engage in fixed income trading has not kept pace and in some cases has decreased. As a result, dealer inventories of certain types
of bonds and similar instruments, which provide a core indication of the ability of financial intermediaries to &#147;make markets,&#148; are at or near historic lows in relation to market size. Because market makers provide stability to a market
through their intermediary services, the significant reduction in dealer inventories could potentially lead to decreased liquidity and increased volatility in the fixed income markets. Such issues may be exacerbated during periods of economic
uncertainty. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>MARKET DISRUPTION AND GEOPOLITICAL RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Various market risks can affect the price or liquidity of an issuer&#146;s securities in which the Fund may invest. Returns from the
securities in which the Fund invests may underperform returns from the various general securities markets. Different types of securities tend to go through cycles of outperformance and underperformance in comparison to the general securities
markets. Adverse events occurring with respect to an issuer&#146;s performance or financial position can depress the value of the issuer&#146;s securities. The liquidity in a market for a particular security will affect its value and may be affected
by factors relating to the issuer, as well as the depth of the market for that security. Other market risks that can affect value include a market&#146;s current attitudes about types of securities, market reactions to political or economic events,
including litigation, and tax and regulatory effects (including lack of adequate regulations for a market or particular type of instrument). During periods of severe market stress, it is possible that the market for certain investments held by the
Fund, such as loans, may become highly illiquid. In such an event, the Fund may find it difficult to sell the investments it holds, and, for those investments it is able to sell in such circumstances, the sale price may be significantly lower than,
and the trade settlement period may be longer than, anticipated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Events surrounding the <FONT STYLE="white-space:nowrap">COVID-19</FONT>
pandemic have contributed to, and may continue to contribute to, significant market volatility, reductions in economic activity, market closures, and declines in global financial markets. These effects may be short term or may last for an extended
period of time, and in either case could result in a substantial economic downturn or recession. Governmental responses may exacerbate other <FONT STYLE="white-space:nowrap">pre-existing</FONT> political, social, economic, market and financial
risks. These events may have a significant adverse effect on the Fund&#146;s performance and on the liquidity of the Fund&#146;s investments and have the potential to impair the ability of the Adviser or the Fund&#146;s other service providers to
serve the Fund and could lead to operational disruptions that negatively impact the Fund. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Markets may, in response to governmental actions or intervention, political, economic or market
developments, or other external factors, experience periods of high volatility and reduced liquidity. During those periods, the Fund may have to sell securities at times when it would otherwise not do so, and potentially at unfavorable prices.
Securities may be difficult to value during such periods. These risks may be heightened for fixed income securities due to the current low interest rate environment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The United States and other governments and the Federal Reserve and certain foreign central banks have taken steps in the past to support
financial markets. For example, during the last decade, governmental financial regulators, including the U.S. Federal Reserve, took steps to maintain historically low interest rates, such as by purchasing bonds. Steps by those regulators, including,
for example, steps to reverse, withdraw, curtail or taper such activities, could have a material adverse effect on prices for the Fund&#146;s portfolio of investments and on the management of the Fund. The withdrawal of support, failure of efforts
in response to a financial crisis, or investor perception that those efforts are not succeeding could negatively affect financial markets generally as well as the values and liquidity of certain securities. Federal, state, and other governments,
their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the securities in which the Fund invests or the issuers of such securities in ways that are unforeseeable. Legislation or regulation also may
change the way in which the Fund or the Adviser are regulated. Such legislation, regulation, or other government action could limit or preclude the Fund&#146;s ability to achieve its investment objectives and affect the Fund&#146;s performance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Political, social or financial instability, civil unrest and acts of terrorism are other potential risks that could adversely affect an
investment in a security or in markets or issuers generally. In addition, political developments in foreign countries or the United States may at times subject such countries to sanctions from the U.S. government, foreign governments and/or
international institutions that could negatively affect the Fund&#146;s investments in issuers located in, doing business in or with assets in such countries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>PORTFOLIO TURNOVER RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The length of
time the Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by the Fund is known as portfolio turnover. Portfolio turnover generally involves a number of direct and indirect
costs and expenses to the Fund, including, for example, brokerage commissions, dealer <FONT STYLE="white-space:nowrap">mark-ups</FONT> and bid/ask spreads, and transaction costs on the sale of securities and reinvestment in other securities, and may
result in the realization of taxable capital gains (including short-term capital gains, which are generally taxable to shareholders subject to tax at ordinary income rates). Portfolio turnover risk includes the risk that frequent purchases and sales
of portfolio securities may result in higher Fund expenses and may result in larger distributions of taxable capital gains to investors as compared to a fund that trades less frequently. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LEGAL AND REGULATORY RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Legal, tax
and regulatory changes (which may apply with retroactive effect) could occur and may adversely affect the Fund and its ability to pursue its investment strategies and/or increase the costs of implementing such strategies. New (or revised) laws or
regulations may be imposed by the CFTC, the SEC, the IRS, the U.S. Federal Reserve or other banking regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely
affect the Fund. In particular, these agencies are implementing a variety of new rules pursuant to financial reform legislation in the United States. The EU and some other countries are implementing similar requirements. The Fund also may be
adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental regulatory authorities or self-regulatory organizations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The CFTC, the SEC,
the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized under these statutes, regulations and otherwise to take extraordinary actions in the event of market emergencies. The Fund and
the Adviser have historically been eligible for exemptions from certain regulations. However, there is no assurance that the Fund and the Adviser will continue to be eligible for such exemptions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The CFTC and certain futures exchanges have established limits, referred to as &#147;position limits,&#148; on the maximum net long or net
short positions which any person may hold or control in particular options and futures contracts. The CFTC has proposed position limits for certain swaps. All positions owned or controlled by the same person or entity, even if in different accounts,
may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if the Fund does not intend to exceed applicable position limits, it is possible that different clients managed by the Adviser and
its related parties may be aggregated for this purpose. Therefore it is possible that the trading decisions of the Adviser may have to be modified and that positions held by the Fund may have to be liquidated in order to avoid exceeding such limits.
The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the performance of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SEC has in the past adopted interim rules requiring reporting of all short positions above a certain de minimis threshold and may adopt
rules requiring monthly public disclosure in the future. In addition, other <FONT STYLE="white-space:nowrap">non-U.S.</FONT> jurisdictions where the Fund may trade have adopted reporting requirements. If the Fund&#146;s short positions or its
strategy become generally known, it could have a significant effect on the Adviser&#146;s ability to implement its investment strategy. In particular, it would make it more likely that other investors could cause a short squeeze in the securities
held short by the Fund forcing the Fund to cover its positions at a loss. Such reporting requirements </P>
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may also limit the Adviser&#146;s ability to access management and other personnel at certain companies where the Adviser seeks to take a short position. In addition, if other investors engage in
copycat behavior by taking positions in the same issuers as the Fund, the cost of borrowing securities to sell short could increase drastically and the availability of such securities to the Fund could decrease drastically. Such events could make
the Fund unable to execute its investment strategy. In addition, if the SEC were to adopt restrictions regarding short sales, they could restrict the Fund&#146;s ability to engage in short sales in certain circumstances, and the Fund may be unable
to execute its investment strategies as a result. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SEC and regulatory authorities in other jurisdictions may adopt (and in certain
cases, have adopted) bans on short sales of certain securities in response to market events. Bans on short selling may make it impossible for the Fund to execute certain investment strategies and may have a material adverse effect on the Fund&#146;s
ability to generate returns. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Rules implementing the credit risk retention requirements of the Dodd-Frank Act for asset-backed securities
require the sponsor of certain securitization vehicles (or a majority owned affiliate of such sponsor) to retain, and to refrain from transferring, selling, conveying to a third party, or hedging the credit risk on a portion of the assets
transferred, sold, or conveyed through the issuance of the asset-backed securities of such vehicle, subject to certain exceptions. These requirements may increase the costs to originators, securitizers, and, in certain cases, collateral managers of
securitization vehicles in which the Fund may invest, which costs could be passed along to the Fund as an investor in such vehicles. In addition, the costs imposed by the risk retention rules on originators, securitizers and/or collateral managers
may result in a reduction of the number of new offerings of asset-backed securities and thus in fewer investment opportunities for the Fund. A reduction in the number of new securitizations could also reduce liquidity in the markets for certain
types of financial assets that are typically held by securitization vehicles, which in turn could negatively affect the returns on the Fund&#146;s investment in asset-backed securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investors should also be aware that some <FONT STYLE="white-space:nowrap">EU-regulated</FONT> institutions (including banks, certain
investment firms, and authorized managers of alternative investment funds) are restricted from investing in securitizations (including U.S.-related securitizations), unless, in summary: (i)&nbsp;the institution is able to demonstrate that it has
undertaken certain due diligence in respect of various matters, including its investment position, the underlying assets, and (in the case of authorized managers of alternative investment funds) the sponsor and the originator of the securitization;
and (ii)&nbsp;the originator, sponsor, or original lender of the securitization has explicitly disclosed to the institution that it will retain, on an ongoing basis, a net economic interest of not less than 5% of specified credit risk tranches or
asset exposures related to the securitization. In addition, in respect of securitization transactions the securities of which are issued on or after January&nbsp;1, 2019 and to any securitization that creates new securitization positions on or after
January&nbsp;1, 2019, there is a direct requirement on the originator, sponsor or original lender of the securitization to make the required credit risk retention (in each case to the extent such entities are established in the European Union). The
costs of compliance, in the case of any securitization within the EU risk retention rules in which the Fund has invested or is seeking to invest, could be indirectly borne by the Fund and the other investors in the securitization. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Regulatory risk &#150; Commodity Pool Operator. </I>The Adviser has claimed an exclusion from the definition of the term &#147;commodity
pool operator&#148; under the Commodity Exchange Act (&#147;CEA&#148;) pursuant to U.S. Commodity Futures Trading Commission (&#147;CFTC&#148;) Regulation 4.5 (the &#147;exclusion&#148;). Accordingly, the Adviser currently is not subject to
registration or regulation as a pool operator under the CEA. The Fund currently expects to operate in a manner that would permit the Adviser to continue to qualify for the exclusion, which may adversely affect the Adviser&#146;s ability to manage
the Fund under certain market conditions and may adversely affect the Fund&#146;s total returns. In the event the Adviser becomes unable to rely on the exclusion with respect to the Fund and is required to register with the CFTC as a commodity pool
operator with respect to the Fund, the Fund&#146;s expenses may increase and the Fund may be adversely affected. The Fund may be limited in its ability to use futures and options on futures and to engage in certain swaps transactions during any
period where the Adviser is not registered as a Commodity Pool Operator. Such limitations are not expected to affect the normal operations of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>TAX RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund has elected to be
treated as a RIC under the Code and intends each year to qualify and be eligible to be treated as such. If the Fund qualifies as a RIC, it generally will not be subject to U.S. federal income tax on its net investment income or net short-term or
long-term capital gains, distributed (or deemed distributed) to shareholders, provided that, for each taxable year, the Fund distributes (or is treated as distributing) to its shareholders an amount equal to or exceeding 90% of its &#147;investment
company taxable income&#148; as that term is defined in the Code (which includes, among other things, dividends, taxable interest and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible
expenses). The Fund intends to distribute all or substantially all of its investment company taxable income and net capital gain each year. In order for the Fund to qualify as a RIC in any taxable year, the Fund must meet certain asset
diversification tests and at least 90% of its gross income for such year must be certain types of qualifying income. If for any taxable year the Fund were to fail to meet the income or diversification test described above, the Fund could in some
cases cure the failure, including by paying a fund-level tax and, in the case of a diversification test failure, disposing of certain assets. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">89 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some of the income and gain that the Fund may recognize, such as income and gain from real estate
assets received upon foreclosure of a loan held by the Fund, generally does not constitute qualifying income, and whether certain other income and gain that the Fund may recognize constitutes qualifying income is not certain. The Fund&#146;s
investments therefore may be limited by the Fund&#146;s intention to qualify as a RIC and may bear on the Fund&#146;s ability to so qualify. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were ineligible to or otherwise did not cure such failure for any year, or were otherwise to fail to qualify as a RIC accorded
special tax treatment in any taxable year, it would be treated as a corporation subject to U.S. federal income tax, thereby subjecting any income earned by the Fund to tax at the corporate level and, when such income is distributed, to a further tax
as dividends at the shareholder level to the extent of the Fund&#146;s current or accumulated earnings and profits. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>REPURCHASE AGREEMENTS RISK
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the event of a default or bankruptcy by a selling financial institution under a repurchase agreement, the Fund will seek to sell
the underlying security serving as collateral. However, this could involve certain costs or delays, and, to the extent that proceeds from any sale were less than the repurchase price, the Fund could suffer a loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>ZERO-COUPON BOND RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Zero-coupon bonds
are issued at a significant discount from their principal amount in lieu of paying interest periodically. Because <FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds do not pay current interest in cash, their value is subject to greater
fluctuation in response to changes in market interest rates than bonds that pay interest currently. Zero-coupon bonds allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, such bonds may involve greater
credit risks than bonds paying interest currently in cash. The Fund is required to accrue interest income on such investments and to distribute such amounts at least annually to shareholders even though the investments do not make any current
interest payments. Thus, it may be necessary at times for the Fund to liquidate other investments in order to satisfy its distribution requirements under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>ANTI-TAKEOVER PROVISIONS RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Declaration of Trust includes provisions that could limit the ability of other entities or persons to acquire control of the Fund or to convert the Fund to <FONT STYLE="white-space:nowrap">open-end</FONT> status. See &#147;Anti-Takeover and Other
Provisions in the Declaration of Trust&#148; and &#147;Repurchase of Common Shares; Conversion to <FONT STYLE="white-space:nowrap">Open-End</FONT> Fund.&#148; These provisions in the Declaration of Trust could have the effect of depriving the Common
Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares or at NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>REAL ESTATE
RISK </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent that the Fund invests in real estate related investments, including REITs, real estate-related loans or
real-estate linked derivative instruments, it will be subject to the risks associated with owning real estate and with the real estate industry generally. These include difficulties in valuing and disposing of real estate, the possibility of
declines in the value of real estate, risks related to general and local economic conditions, the possibility of adverse changes in the climate for real estate, environmental liability risks, the risk of increases in property taxes and operating
expenses, possible adverse changes in zoning laws, the risk of casualty or condemnation losses, limitations on rents, the possibility of adverse changes in interest rates and in the credit markets and the possibility of borrowers paying off
mortgages sooner than expected, which may lead to reinvestment of assets at lower prevailing interest rates. To the extent that the Fund invests in REITs, it will also be subject to the risk that a REIT may default on its obligations or go bankrupt.
By investing in REITs indirectly through the Fund, a shareholder will indirectly bear his or her proportionate share of the expenses of the REITs. The Fund&#146;s investments in REITs could cause the Fund to recognize income in excess of cash
received from those securities and, as a result, the Fund may be required to sell portfolio securities, including when it is not advantageous to do so, in order to make distributions. An investment in a REIT or a real estate-linked derivative
instrument that is linked to the value of a REIT is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for the favorable tax treatment applicable to
REITs under the Code. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of a REIT may contain
provisions that make changes in control of the REIT difficult and time-consuming. Finally, private REITs are not traded on a national securities exchange. As such, these products may be illiquid. This reduces the ability of the Fund to redeem its
investment early. Private REITs are also generally harder to value and may bear higher fees than public REITs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LIBOR RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the London
Interbank Offered Rate, or &#147;LIBOR.&#148; LIBOR is the offered rate at which major international banks can obtain wholesale, unsecured funding, and LIBOR may be available for different durations (<I>e.g.</I>, 1 month or 3 months) and for
different currencies. LIBOR </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">90 </P>


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may be a significant factor in determining the Fund&#146;s payment obligations under a derivative investment, the cost of financing to the Fund or an investment&#146;s value or return to the
Fund, and may be used in other ways that affect the Fund&#146;s investment performance. In July 2017, the Financial Conduct Authority, the United Kingdom&#146;s financial regulatory body, announced that after 2021 it will cease its active
encouragement of banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. Various financial industry groups have begun planning for that transition, but there are
obstacles to converting certain securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. The transition process might lead
to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing
LIBOR-based investments. While some LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting methodology and/or increased costs for certain LIBOR-related instruments or
financing transactions, not all may have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies, resulting in prolonged adverse market conditions for the Fund. Since the usefulness
of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in
new and existing contracts or instruments. All of the aforementioned may adversely affect the Fund&#146;s performance or NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>UNRATED SECURITIES RISK
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unrated securities (which are not rated by a rating agency) may be less liquid than comparable rated securities and involve the risk
that the Adviser may not accurately evaluate the security&#146;s comparative credit rating and value. To the extent that the Fund invests in unrated securities, the Fund&#146;s success in achieving its investment objectives may depend more heavily
on the Adviser&#146;s creditworthiness analysis than if the Fund invested exclusively in rated securities. Some or all of the unrated instruments in which the Fund may invest will involve credit risk comparable to or greater than that of rated debt
securities of below investment grade quality. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>OPERATIONAL AND INFORMATION SECURITY RISKS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund and its service providers depend on complex information technology and communications systems to conduct business functions, making
them susceptible to operational and information security risks. For example, design or system failures or malfunctions, human error, faulty software or data processing systems, power or communications outages, acts of God, or cyber-attacks may lead
to operational disruptions and potential losses to the Fund. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential
information and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Fund or its Adviser, custodian, fund accountant, fund administrator, transfer agent, pricing vendors and/or other third party service
providers may adversely impact the Fund and its shareholders. For instance, cyber-attacks or other operational issues may interfere with the processing of shareholder transactions, impact the Fund&#146;s ability to calculate its NAV, cause the
release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or
additional compliance costs. The Fund also may incur substantial costs for cybersecurity risk management in order to guard against any cyber incidents in the future. In general, cyber-attacks result from deliberate attacks but unintentional events
may have effects similar to those caused by cyber-attacks. Similar types of risks also are present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the
Fund&#146;s investment in such securities to lose value. In addition, cyber-attacks involving a counterparty to the Fund could affect such a counterparty&#146;s ability to meets it obligations to the Fund, which may result in losses to the Fund and
its shareholders. In addition, the adoption of work-from-home arrangements by the Fund, the Adviser or its service providers could increase all of the above risks, create additional data and information accessibility concerns, and make the Fund, the
Adviser or its service providers more susceptible to operational disruptions, any of which could adversely impact their operations. While the Fund or its service providers may have established business continuity plans and systems designed to guard
against such operational failures and cyber-attacks and the adverse effects of such events, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified, in large part because
different or unknown threats or risks may emerge in the future. The Adviser and the Fund do not control the business continuity and cybersecurity plans and systems put in place by third-party service providers, and such third-party service providers
may have no or limited indemnification obligations to the Adviser or the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_8"></A>Management of the Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Trustees and Officers </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board is responsible for overseeing the management and operations of the Fund, including oversight of the duties performed
by the Adviser. The role of the Board and of any individual Trustee is one of oversight and not of management of the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> affairs of the Fund and its oversight
role does not make the Board a guarantor of the Fund&#146;s investments, operations or activities. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">91 </P>


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As is the case for most registered investment companies, the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> management and operation of the Fund are
performed by various service providers to the Fund, such as the Adviser, Administrator, custodian and transfer agent, each of which is discussed in greater detail in this Prospectus or in the SAI. 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 &#147;Management of the Fund&#148; in the SAI. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Adviser </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Capital LP, with offices at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071, serves as the
investment adviser of the Fund. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Subject to the oversight of the Board, the Adviser is responsible for managing, either directly or through
others selected by it, the investment activities of the Fund and the Fund&#146;s business affairs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;Gundlach
serves as the Chief Executive Officer and Chief Investment Officer of the Adviser. The general partner of the Adviser is DoubleLine Capital GP LLC, an entity that is wholly owned by Jeffrey E. Gundlach. As a result, Mr.&nbsp;Gundlach may be deemed
to control the Adviser. As of June&nbsp;30, 2020, the Adviser had approximately $137.4&nbsp;billion of assets under management. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following individuals at DoubleLine are jointly and primarily responsible for the <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">day-to-day</FONT></FONT> portfolio management of the Fund: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD WIDTH="20%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="59%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.50pt solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Name</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.50pt solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Since</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.50pt solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Recent Professional Experience</B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle" ALIGN="center">Jeffrey E. Gundlach</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle" ALIGN="center">Inception</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Mr.&nbsp;Gundlach is the founder and Chief Executive Officer (CEO) of DoubleLine Capital and is Chief Investment Officer
(CIO) of DoubleLine Capital. Mr.&nbsp;Gundlach has been CEO and CIO of DoubleLine Capital since its inception in December 2009.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle" ALIGN="center">Luz M. Padilla</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle" ALIGN="center">Inception</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Ms.&nbsp;Padilla joined DoubleLine Capital in 2009 as the Director of the Emerging Markets Group and is its lead
Portfolio Manager. As part of the Fund&#146;s portfolio management team, Ms.&nbsp;Padilla manages the emerging markets fixed income portion of the Fund&#146;s portfolio.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="middle" ALIGN="center">Robert Cohen</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle" ALIGN="center">September 2016</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Mr.&nbsp;Cohen was named as DoubleLine&#146;s Director of Global Developed Credit in September 2016. He has been a
Portfolio Manager of DoubleLine Capital since July 2012.</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SAI provides additional information about the portfolio managers&#146; compensation, other
accounts managed by the portfolio managers and the portfolio managers&#146; ownership of securities in the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Management Agreement
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to an Investment Management Agreement between the Adviser and the Fund, the Fund has agreed to pay the
Adviser an annual fee, computed and paid monthly, in an amount equal to 1.00% of the Fund&#146;s average daily total managed assets, for the services rendered, facilities provided, and expenses borne by the Adviser under the Investment Management
Agreement. Total managed assets means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and/or preferred shares that may be outstanding)
minus accrued liabilities (other than liabilities in respect of reverse repurchase agreements, dollar roll transactions or similar transactions, and borrowings). For purposes of calculating &#147;total managed assets,&#148; the liquidation
preference of any preferred shares outstanding shall not be considered a liability. With respect to any reverse repurchase agreement, dollar roll or similar transaction, &#147;total managed assets&#148; includes 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 asset subject to the reverse repurchase agreement or dollar roll transaction, as of the relevant measuring date. Cash and cash equivalents are included when
calculating the Fund&#146;s total managed assets. For purposes of calculating total managed assets, the Fund&#146;s derivative investments generally will be valued based on their market value (<I>i.e.</I>, the notional value of such investments will
not be used for purposes of calculating total managed assets). The average daily total managed assets of the Fund for any month is determined by taking an average of all of the determinations of total managed assets during such month at the close of
business on each business day during such month. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because the fees received by the Adviser are based on the total managed
assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions, or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities in
respect of reverse repurchase agreements, dollar roll transactions, or similar transactions, and borrowings), the Adviser has a financial incentive for the Fund to use leverage, which creates a conflict of interest between the Adviser, on the one
hand, and the holders of the Fund&#146;s Common Shares, on the other hand. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">92 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A discussion regarding the considerations of the Fund&#146;s Board for approving
the renewal of the Investment Management Agreement is included in the Fund&#146;s semi-annual report to shareholders for the period ended March&nbsp;31, 2020. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Administrator </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant
to the Master Services Agreement among the Fund, USBGFS and TSC, USBGFS serves as administrator, fund accountant and transfer agent, and provides certain additional compliance services to the Fund. As administrator, USBGFS provides certain services,
including, among other things, furnishing the Fund with various services required by the Fund&#146;s operations; compiling data for and preparing notices to the SEC; calculating the Fund&#146;s daily NAV; providing pricing information and certain
other financial data; preparing reports that are required by the securities, investment, tax or other laws and regulations of the United States; coordinating federal and state tax returns; monitoring the Fund&#146;s expense accruals; and generally
assisting in the overall operations of the Fund. Pursuant to the Master Services Agreement, the Fund has retained TSC to provide, upon request, certain other services to the Fund, including, among other things, preparing a variety of shareholder
communications and press releases; communicating with the <FONT STYLE="white-space:nowrap">closed-end</FONT> fund analyst community; generally assisting with the Fund&#146;s communications with the investment community; and providing reports to the
Board regarding certain strategic issues relating to <FONT STYLE="white-space:nowrap">closed-end</FONT> funds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For these
services the Fund pays USBFS an aggregate fee, payable monthly (the &#147;Administration Fee&#148;), at the annual rate of 0.05% of the Fund&#146;s average total managed assets. For these purposes, the Fund&#146;s average total managed assets will
be calculated in the same manner as they are for purposes of calculating the fee payable under the Investment Management Agreement. See &#147;&#151;Investment Management Agreement.&#148; In addition, the Administration Fee is subject to a minimum
annual fee of $166,667. The Administrator will also be reimbursed by the Fund for <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses that are reasonably incurred by USBFS and TSC in performing
their duties under the Master Services Agreement. USBFS (and not the Fund) will be responsible for compensating and reimbursing TSC from the fees and reimbursements paid to USBFS by the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Expenses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser,
the Administrator and TSC are each obligated to pay expenses associated with providing the services contemplated by the agreements to which they are parties, including compensation of and office space for their respective officers and employees
connected with investment and economic research, trading and investment management and administration of the Fund. DoubleLine will pay the fees of any Trustee of the Fund who is an officer or employee of DoubleLine. In addition to the fees of the
Adviser and the Administrator, the Fund pays all other costs and expenses of its operations, including, among other things, compensation of its Trustees (other than those affiliated with the Adviser), custodial expenses, shareholder servicing
expenses, transfer agency, <FONT STYLE="white-space:nowrap">sub-transfer</FONT> agency and dividend disbursing expenses, legal fees, expenses of independent auditors, expenses of preparing, printing and distributing prospectuses, shareholder
reports, notices, proxy statements and reports to governmental agencies, costs, including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction or
liquidity agents, fees to transfer agents, fees to rating agencies and fees to auditors associated with satisfying rating agency requirements for preferred shares or other senior securities issued by the Fund and other related requirements in the
Fund&#146;s organizational documents) associated with the Fund&#146;s issuance, offering, redemption and maintenance of preferred shares or other senior securities, and taxes, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Investment Management Agreement authorizes DoubleLine to select brokers or dealers (including affiliates) to arrange for
the purchase and sale of portfolio securities, including principal transactions. Any commission, fee or other remuneration paid to an affiliated broker or dealer is paid in compliance with the Fund&#146;s procedures adopted in accordance with Rule <FONT
STYLE="white-space:nowrap">17e-1</FONT> under the 1940 Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Control Persons </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A control person is a person who owns, either directly or indirectly, beneficially more than 25% of the voting securities of a
company. As of August&nbsp;
31, 2020, the Fund did not know of any person or entity who &#147;controlled&#148; the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_9"></A>Market and Net
Asset Value </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The NAV of the Common Shares of the Fund is calculated as of the close of trading on the NYSE (usually
4:00 p.m. Eastern time) each day the NYSE opens for regular trading. The NAV is determined by adding the value of the Fund&#146;s securities, cash and other assets of the Fund, subtracting all of the Fund&#146;s expenses and liabilities, and then
dividing by the total number of Common Shares outstanding (assets-liabilities/# of Common Shares = NAV). In calculating its NAV, the Fund generally will not consider information that becomes available after the time as of which the Fund calculates
its NAV, such as securities transactions that occur after that time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Common Shares have traded both at a
premium and a discount to NAV. The following table sets forth, for each of the periods indicated, the high and low closing market prices of the Fund&#146;s Common Shares on the NYSE, the high and low net asset value per Common Share and the high and
low premium/discount to net asset value per Common Share. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">93 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="43%"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Quarter</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>Common&nbsp;share&nbsp;market&nbsp;price</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>Common&nbsp;share&nbsp;net&nbsp;asset&nbsp;value</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>Premium&nbsp;(discount)&nbsp;as&nbsp;a&nbsp;%<BR>of net asset value<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>High</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>Low</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>High</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>Low</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>High</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>Low</B></P></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended June&nbsp;30, 2020</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$16.19</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$11.51</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$15.74</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$12.44</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">2.86%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-7.48%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended March&nbsp;31, 2020</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.06</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$10.49</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.13</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$12.50</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">4.62%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-16.08%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended December&nbsp;31, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.18</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.14</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.63</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$18.96</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">2.80%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.95%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended September&nbsp;30, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.78</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.27</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.49</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.03</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.42%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.26%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended June&nbsp;30, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.44</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.43</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.34</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.89</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.49%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-2.31%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended March&nbsp;31, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.97</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$17.33</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.99</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.03</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-0.10%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-8.93%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended December&nbsp;31, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.41</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$16.35</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.51</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$18.96</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-0.49%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-13.77%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended September&nbsp;30, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.59</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.99</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.63</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.20</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-0.19%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-1.04%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended June&nbsp;30, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.56</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.92</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.47</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.36</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-4.24%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-2.16%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended March&nbsp;31, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.87</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.62</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.83</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.15</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-4.40%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-7.23%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended December&nbsp;31, 2017</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.46</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.96</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.87</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.46</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-1.87%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-6.99%</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP> Premium and discount information is shown for the
days when the Fund experienced its high and low closing market prices, respectively, per share during the respective quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s NAV per Common Share at the close of business on August&nbsp;31, 2020 was $16.48 and the last reported sale
price of a Common Share on the NYSE on that day was $16.05, representing a 2.61% discount to such NAV. As of August&nbsp;31, 2020, the net assets of the Fund attributable to Common Shares were $1,679,792,659 and the Fund had outstanding 101,956,908
Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund values its portfolio securities for purposes of calculating its NAV using procedures approved by
the Fund&#146;s Board. Those procedures allow for a variety of methodologies to be used to value the Fund&#146;s securities. The specific methodologies used for a particular security may vary based on the market data available for a specific
security at the time the Fund calculates its NAV or based on other considerations. The procedures also permit a level of judgment to be used in the valuation process. Accordingly, the methodologies summarized below are not an exhaustive list of the
methodologies the Fund may use to value a security and they may not represent the means by which the Fund&#146;s investments are valued on any particular business day. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments for which market quotations are readily available are valued based on market value. Equity
securities are typically valued at the official close or the last reported sales price on the principal exchange or market on which they are traded or, if there were no sales that day at the mean between the closing bid and asked prices. Exchange
traded options, futures and options on futures are generally valued at the settlement price determined by the relevant exchange on which they principally trade. The Fund does not normally take into account trading, clearances or settlements that
take place after the close of the principal exchange or market on which such securities are traded. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Market values for
domestic and foreign fixed income securities are normally determined on the basis of valuations provided by independent pricing services. Prices obtained from independent pricing services use various inputs, including, but not limited to,
information provided by broker-dealers; pricing formulas, such as dividend discount models; option valuation formulas; estimates of market values obtained from yield data relating to investments or securities with similar characteristics; and
discounted cash flow models that might be applicable. The Fund will generally value its investments in other investment companies and private funds, such as hedge funds, at their reported NAVs, to the extent available. The Fund&#146;s holdings in
whole loans, securitizations and certain other types of alternative lending-related instruments may be valued based on prices provided by a third-party pricing service. The Fund accounts for whole and fractional loans at the individual loan level
for valuation purposes, and whole loans and fractional loans are fair valued, where applicable, using inputs of which the Fund has knowledge as of each time the Fund&#146;s net asset value is calculated that take into account borrower-level data
that is updated periodically to take into account new information regarding the borrower or the loan, including, potentially, borrower payment history, loan collateral and borrower creditworthiness. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will generally value <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT>
(OTC) derivatives on the basis of valuations obtained from counterparties, published index closing levels or evaluated prices supplied by independent pricing services, some or all of which may be based on market data from trading on exchanges that
closed significantly before the time as of which the Fund calculates its NAV. Forward foreign currency contracts are generally valued based on rates provided by independent data providers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Senior secured floating rate loans for which an active secondary market exists to a reliable degree will be valued at the mean
of the last available bid/ask prices in the market for such loans, as provided by an independent pricing service. Senior secured floating rate loans for which an active secondary market does not exist to a reliable degree in the judgment of the
Adviser will be valued at fair value. In valuing a senior secured floating rate loan at fair value, the factors considered may include, but are not limited to, the following: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">94 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
(a) the creditworthiness of the borrower and any intermediate participants; (b)&nbsp;the terms of the loan; (c)&nbsp;recent prices in the market for similar loans, if any and (d)&nbsp;recent
prices in the market for instruments of similar quality, rate, period until next interest rate reset and maturity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund may hold investment positions in sizes smaller than <FONT STYLE="white-space:nowrap">institutionally-sized</FONT> round lot positions (sometimes referred to as &#145;odd lots&#146;). Pricing services generally provide evaluations on the basis
of <FONT STYLE="white-space:nowrap">institutionally-sized</FONT> round lots. The Fund does not generally apply discounts to pricing service evaluations of securities when it holds and values odd lot positions. If the Fund sells a position in an <FONT
STYLE="white-space:nowrap">odd-lot</FONT> transaction, the sale price may be less than the value at which the position has been held by the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments denominated in currencies other than the U.S. dollar are valued in U.S. dollars using exchange rates obtained from
independent data providers, generally as of the time the Fund calculates its NAV. As a result, the NAV of the Fund&#146;s shares may be affected by changes in the values of currencies in relation to the U.S. dollar. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If market quotations are unavailable or deemed unreliable for a security or if a security&#146;s value may have been
significantly affected by events occurring after the close of a securities market on which the security principally trades but before the Fund calculates its NAV, the Fund may, in accordance with procedures adopted by the Board, attempt to assign a
value to the security. This fair value may be higher or lower than any available market price or quotation for such security and, because this process necessarily depends upon judgment, this value also may vary from valuations determined by other
funds using their own valuation procedures. While the Fund&#146;s use of fair value pricing is intended to result in calculation of an NAV that fairly reflects security values as of the time of pricing, the Fund cannot guarantee that any fair value
price will, in fact, approximate the amount the Fund would actually realize upon the sale of the securities in question. Fair valuation may require subjective determinations about the value of a security. While the Fund&#146;s policy is intended to
result in a calculation of the Fund&#146;s NAV that fairly reflects security values as of the time of pricing, the Fund cannot ensure that fair values used by the Fund accurately reflect the price that the Fund could obtain for a security if it were
to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by the Fund may differ from the value that would be realized if the securities were sold. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In determining the valuation of certain commercial real estate-related, residential real estate-related and certain other
investments for which a limited market may exist, the Fund may value such investments based on appraisals conducted by an independent valuation advisor or a similar pricing agent. These firms may be engaged to conduct periodic (<I>e.g.</I>, monthly,
quarterly) appraisals of such investments or <I>ad hoc</I> appraisals at times where the Adviser believes there may have been a significant change in the investment&#146;s value. Certain valuation advisors, pricing agents and/or valuation
methodologies may require a significant period of time to incorporate new pricing-related information (<I>e.g.</I>, remittance data) into the resulting pricing evaluation, appraisal or model output and, accordingly, updated pricing evaluations,
appraisals or other pricing outputs may not be available to the Fund for a period of time after new pricing-related information becomes available to the Adviser. Unless the NAV, market price and other aspects of an investment exceed certain
significance thresholds, an independent valuation firm may not be retained to undertake an evaluation of an asset periodically or at all. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the Adviser will monitor the Fund&#146;s real estate-related investments for events that they believe may be
expected to have a material impact on the values of such investments, and will notify any valuation advisors or pricing agents the Fund uses for any such asset of such events. If, in the opinion of the Adviser, an event becomes known to it
(including through communication with the valuation advisors or pricing agents) that leads it to conclude that a valuation other than the most recent evaluation of the affected investment better reflects the investment&#146;s fair value, the Adviser
will recommend to the Fund&#146;s Valuation Committee adjusting the valuation of the investment accordingly. The volume of pricing related information that may become available with respect to an investment and/or the complexity of the valuation
model used for an investment may inhibit the Adviser&#146;s ability to ascertain promptly whether new pricing related information will have a material effect on the value of the investment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The valuations of securities that trade principally on a foreign market that closes before the time as of which the Fund
calculates its NAV will generally be based on quotations or other information as of that earlier closing time. If significant events occur after that earlier closing time but before the time as of which the Fund calculates its NAV, the Fund may fair
value those securities in accordance with the Fund&#146;s valuation policies. For purposes of valuing, in U.S. dollars, the Fund&#146;s securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency
exchange rates as of the time the Fund calculates its NAV. Foreign markets may be closed on days when the Fund prices its shares (<I>e.g.</I>, on <FONT STYLE="white-space:nowrap">non-U.S.</FONT> holidays), and foreign markets may be open on weekends
and other days when the Fund does not price its shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_10"></A>Distributions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund declares and pays distributions from its net investment income monthly. The Fund also expects to make a distribution
during or with respect to each calendar year (which may be combined with a regular monthly distribution), which will generally include any net investment income and net realized capital gain for the year not otherwise distributed previously. The tax
treatment and characterization of the Fund&#146;s distributions may vary significantly from time to time because of the varied nature of the Fund&#146;s investments. The tax characterization of the Fund&#146;s distributions made in a taxable year
cannot finally be determined until at or after the end of the year. If the total distributions made in any taxable year exceed the sum of the Fund&#146;s (i)&nbsp;investment company taxable income </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">95 </P>


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(as that term is defined in the Code) and net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income, determined in each case without regard to the deduction for dividends paid, and
(ii)&nbsp;net capital gains (defined as net long-term gains in excess of net short-term losses, in each case taking into account any loss carryforwards), such excess distributed amount would be treated for U.S. federal income tax purposes first as a
<FONT STYLE="white-space:nowrap">tax-free</FONT> return of capital to Common Shareholders to the extent of their adjusted tax basis in the Common Shares. After such adjusted tax basis is reduced to zero, the distribution would constitute capital
gain (assuming the shares are held as capital assets). In general terms, a return of capital would involve a situation where a Fund distribution (or a portion thereof) represents a return of a portion of the Common Shareholder&#146;s investment,
rather than net income or capital gains generated from his or her investment during a particular period. Although return of capital distributions may not be taxable, such distributions would reduce the basis of a shareholder&#146;s Common Shares and
therefore may increase a shareholder&#146;s tax liability for capital gains upon a sale of Common Shares. See &#147;Tax Matters.&#148; Returns of capital cause less of the Common Shareholders&#146; assets to be invested in the Fund and thereby
potentially increase the Fund&#146;s expense ratio over time. The distribution policy may cause the Fund to sell a security at a time it would not otherwise do so in order to manage the distribution of income and gain. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Section&nbsp;19(b) of the 1940 Act limits the number of times the Fund may distribute long-term capital gains in any tax year,
which may increase the variability of the Fund&#146;s distributions and result in certain distributions being comprised more or less heavily than others of long-term capital gains currently eligible for favorable income tax rates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although the Fund does not presently intend to do so, the Fund may in the future apply for an order granting an exemption from
Section&nbsp;19(b) of the 1940 Act and Rule <FONT STYLE="white-space:nowrap">19b-1</FONT> thereunder, to permit the Fund to include realized long-term capital gains as a part of its regular distributions to Common Shareholders more frequently than
would otherwise be permitted by the 1940 Act (generally once per taxable year). There is no assurance that the SEC would grant the Fund&#146;s request for such an exemptive order if such a request were made. If the Fund fails to receive the
requested relief and the Fund is unable to include realized capital gains in regular distributions more frequently than would otherwise be permitted by the 1940 Act, it is possible that the Fund&#146;s distribution policy, as set forth above, will
otherwise be adversely affected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were to receive the exemptive order discussed above, the Fund may, but will
not necessarily, seek to pay distributions generally at a rate based on a fixed percentage of the Common Shares&#146; NAV at a particular time (a &#147;managed distribution policy&#148;). Any such managed distribution policy may be modified by the
Board from time to time. If the Fund were to seek to make distributions under a managed distribution policy, it would typically be intended to result in the payment of approximately the same percentage of the Fund&#146;s NAV to Common Shareholders
each month. Section&nbsp;19(a) of the 1940 Act and Rule <FONT STYLE="white-space:nowrap">19a-1</FONT> thereunder require the Fund to provide a written statement accompanying any such payment that adequately discloses its source or sources. Thus, if
the source of the dividend or other distribution were the original capital contribution of the Common Shareholder, and the payment amounted to a return of capital, the Fund would be required to provide written disclosure to that effect.
Nevertheless, persons who periodically receive the payment of a dividend or other distribution may be under the impression that they are receiving net profits when they are not. Common Shareholders should read any written disclosure provided
pursuant to Section&nbsp;19(a) and Rule <FONT STYLE="white-space:nowrap">19a-1</FONT> carefully, and should not assume that the source of any distribution from the Fund is net income or net profit. In addition, in cases where the Fund would return
capital to Common Shareholders, such a distribution may bear on the Fund&#146;s ability to maintain its asset coverage requirements and to pay the dividends on any preferred shares that the Fund may issue, if ever. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund is not permitted to declare any cash dividend or other distribution on its Common Shares unless, at the time of such
declaration, the Fund satisfies the asset coverage test with respect to senior securities representing indebtedness or senior securities that are stocks, if any, as prescribed by the 1940 Act. See &#147;Leverage&#148; on page 57 for more
information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unless the registered owner of Common Shares elects to receive dividends and distributions in cash,
dividends and capital gains distributions will be reinvested in Common Shares of the Fund in accordance with the Fund&#146;s automatic dividend reinvestment plan. The Fund may pay distributions from sources that may not be available in the future
and that are unrelated to the Fund&#146;s performance, such as from offering proceeds and/or borrowings. See &#147;Dividend Reinvestment Plan.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although it does not currently intend to do so, the Board may change the Fund&#146;s distribution policy and the amount or
timing of distributions, based on a number of factors, including the amount of the Fund&#146;s undistributed net investment income and net short- and long-term capital gains and historical and projected net investment income and net short- and
long-term capital gains. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_11"></A>Dividend Reinvestment Plan </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unless the registered owner of Common Shares elects to receive cash by contacting USBGFS (the &#147;Plan Administrator&#148;),
all dividends, capital gain distributions and returns of capital, if any, declared on Common Shares will be automatically reinvested by the Plan Administrator for shareholders in the Fund&#146;s Automatic Dividend Reinvestment Plan (the
&#147;Plan&#148;), in additional Common Shares. Common Shareholders who elect not to participate in the Plan will receive all dividends and other distributions payable in cash directly to the shareholder of record (or, if the Common Shares are held
in street or other nominee name, then to such nominee) by the Plan Administrator as dividend disbursing agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">96 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
time without penalty by providing notice in writing to the Plan Administrator at least 5 days prior to the dividend/distribution record date; otherwise such termination or resumption will be
effective with respect to any subsequently declared dividend or other distribution. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Whenever the Fund declares an income
dividend, a capital gain distribution or other distribution (collectively referred to as &#147;dividends&#148;) payable either in shares or cash, <FONT STYLE="white-space:nowrap">non-participants</FONT> in the Plan will receive cash and participants
in the Plan will receive a number of Common Shares, determined in accordance with the following provisions. The Common Shares will be acquired by the Plan Administrator for the participants&#146; accounts, depending upon the circumstances described
below, either (i)&nbsp;through receipt of additional unissued but authorized Common Shares from the Fund (&#147;Newly Issued Common Shares&#148;) or (ii)&nbsp;by purchase of outstanding Common Shares on the open market (&#147;Open-Market
Purchases&#148;) on the NYSE or elsewhere. If, on the payment date for any dividend, the market price per Common Share plus estimated brokerage trading fees is equal to or greater than the NAV per Common Share (such condition is referred to here as
&#147;market premium&#148;), the Plan Administrator shall receive Newly Issued Common Shares, including fractions of shares from the Fund for each Plan participant&#146;s account. The number of Newly Issued Common Shares to be credited to each
participant&#146;s account will be determined by dividing the dollar amount of the dividend by the NAV per Common Share on the date of issuance; provided that, if the NAV per Common Share is less than or equal to 95% of the current market value on
the date of issuance, the dollar amount of the dividend will be divided by 95% of the market price per Common Share on the date of issuance for purposes of determining the number of shares issuable under the Plan. If, on the payment date for any
dividend, the NAV per Common Share is greater than the market value plus estimated brokerage trading fees (such condition being referred to here as a &#147;market discount&#148;), the Plan Administrator will seek to invest the dividend amount in
Common Shares acquired on behalf of the Plan participants in Open-Market Purchases. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the event of a market discount on
the payment date for any dividend, the Plan Administrator will have until the last business day before the next date on which the Common Shares trade on an <FONT STYLE="white-space:nowrap">&#147;ex-dividend&#148;</FONT> basis or in no event more
than 30 days after the record date for such dividend, whichever is sooner (the &#147;Last Purchase Date&#148;), to invest the dividend amount in Common Shares acquired in Open-Market Purchases. It is contemplated that the Fund will pay monthly
dividends. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per Common Share exceeds the NAV per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the NAV
of the Common Shares, resulting in the acquisition of fewer Common Shares than if the dividend had been paid in Newly Issued Common Shares on the dividend payment date. The Plan provides that if the Plan Administrator is unable to invest the full
dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may instead receive the Newly
Issued Common Shares from the Fund for each participant&#146;s account, in respect of the uninvested portion of the dividend, at the NAV per Common Share at the close of business on the Last Purchase Date provided that, if the NAV is less than or
equal to 95% of the then current market price per Common Share, the dollar amount of the dividend will be divided by 95% of the market price on the date of issuance for purposes of determining the number of shares issuable under the Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Plan Administrator maintains all registered shareholders&#146; accounts in the Plan and furnishes written confirmation of
all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Administrator in <FONT STYLE="white-space:nowrap">non-certificated</FONT>
form in the name of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for
shares held under the Plan in accordance with the instructions of the participants. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the case of Common Shares owned by
a beneficial owner but registered with the Plan Administrator in the name of a nominee, such as a bank, a broker or other financial intermediary (each, a &#147;Nominee&#148;), the Plan Administrator will administer the Plan on the basis of the
number of Common Shares certified from time to time by the Nominee as participating in the Plan. The Plan Administrator will not take instructions or elections from a beneficial owner whose Common Shares are registered with the Plan Administrator in
the name of a Nominee. If a beneficial owner&#146;s Common Shares are held through a Nominee and are not registered with the Plan Administrator as participating in the Plan, neither the beneficial owner nor the Nominee will be participants in or
have distributions reinvested under the Plan with respect to those Common Shares. If a beneficial owner of Common Shares held in the name of a Nominee wishes to participate in the Plan, and the Shareholder&#146;s Nominee is unable or unwilling to
become a registered shareholder and a Plan participant with respect to those Common Shares on the beneficial owner&#146;s behalf, the beneficial owner may request that the Nominee arrange to have all or a portion of his or her Common Shares
registered with the Plan Administrator in the beneficial owner&#146;s name so that the beneficial owner may be enrolled as a participant in the Plan with respect to those Common Shares. Please contact your Nominee for details or for other possible
alternatives. Participants whose shares are registered with the Plan Administrator in the name of one Nominee may not be able to transfer the shares to another firm or Nominee and continue to participate in the Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There will be no brokerage charges with respect to Common Shares issued directly by the Fund as a result of dividends payable
either in Common Shares or in cash. However, each participant will pay a pro rata share of brokerage trading fees incurred in connection with Open-Market Purchases. The automatic reinvestment of dividends will not relieve Plan participants of any
federal, state or local income tax that may be payable (or required to be withheld) on such dividends. See &#147;Tax Matters&#148; below. Participants that request a sale of Common Shares through the Plan Administrator are subject to brokerage
commissions. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">97 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund reserves the right to amend or terminate the Plan. There is no direct
service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants by written notice provided directly or in the next report to
shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">All correspondence, questions, or requests for additional information concerning the Plan should be
directed to the Plan Administrator by calling toll-free (877)&nbsp;DLine11 <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311)</FONT></FONT> or by writing to U.S. Bancorp Fund Services, LLC at P.O. Box 701, Milwaukee, WI
53201. Be sure to include your name, address, daytime phone number, Social Security or tax I.D. number and a reference to DoubleLine Income Solutions Fund on all correspondence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_12"></A>Description of Shares </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following is a brief description of the capital structure of the Fund. This description does not purport to be complete
and is subject to and qualified in its entirety by reference to the Declaration of Trust and the Fund&#146;s Second Amended and Restated Bylaws (the &#147;Bylaws&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund is an unincorporated voluntary association with transferable shares of beneficial interest (commonly referred to as a
&#147;Massachusetts business trust&#148;) established under the laws of The Commonwealth of Massachusetts by the Declaration of Trust. The Declaration of Trust provides that the Board may authorize separate classes of shares of beneficial interest.
Preferred shares may be issued in one or more series, with such par value and with such rights as determined by the Board, by action of the Board without the approval of the Common Shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Declaration of Trust authorizes the issuance of an unlimited number of Common Shares. The Common Shares will be issued
with a par value of $0.00001 per share. As of August&nbsp;31, 2020, the Fund had 101,956,908 Common Shares outstanding. Common Shareholders are entitled to share equally in dividends declared by the Board and in the net assets of the Fund available
for distribution to Common Shareholders after payment of the preferential amounts payable to any outstanding preferred shares of beneficial interest. All Common Shares have equal rights to the payment of dividends and the distribution of assets upon
liquidation. Common Shares are fully paid and, subject to matters discussed in &#147;Anti-Takeover and Other Provisions in the Declaration of Trust,&#148; <FONT STYLE="white-space:nowrap">non-assessable,</FONT> and have no <FONT
STYLE="white-space:nowrap">pre-emptive</FONT> or conversion rights or rights to cumulative voting, and have no right to cause the Fund to redeem their shares. Upon liquidation of the Fund, after paying or adequately providing for the payment of all
liabilities of the Fund and the liquidation preference with respect to any outstanding preferred shares, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Board may distribute
the remaining assets of the Fund among the Fund&#146;s Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Common Shareholders are entitled to one vote
for each Common Share held. Each fractional share shall be entitled to a proportionate fractional vote, except as otherwise provided by the Declaration of Trust, Bylaws, or required by applicable law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will send unaudited reports at least semiannually and audited financial statements annually to all of its Common
Shareholders. However, beginning on January&nbsp;1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund&#146;s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request
paper copies of the reports. Instead, the reports will be made available on the Fund&#146;s website (www.doublelinefunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If
you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime
by contacting your financial intermediary (such as a broker-dealer or bank). You may elect to receive all future reports in paper free of charge. You can contact your financial intermediary to request that you continue to receive paper copies of
your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Common Shares are listed on the NYSE under the trading or &#147;ticker&#148; symbol &#147;DSL.&#148; The Fund
intends to hold annual meetings of shareholders so long as the Common Shares are listed on a national securities exchange and annual meetings are required as a condition of such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s net asset value will be reduced immediately following the offering by the amount of offering expenses paid or
reimbursed by the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unlike <FONT STYLE="white-space:nowrap">open-end</FONT> funds,
<FONT STYLE="white-space:nowrap">closed-end</FONT> funds like the Fund do not provide daily redemptions. Rather, if a shareholder determines to buy additional Common Shares or sell shares already held, the shareholder may do so by trading on the
exchange through a broker or otherwise. The Declaration of Trust limits the ability of the Fund to convert to <FONT STYLE="white-space:nowrap">open-end</FONT> status. See &#147;Anti-Takeover and Other Provisions in the Declaration of Trust.&#148;
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">98 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies
frequently trade at prices lower than NAV. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies have during some periods traded at prices higher than NAV and during other periods traded at prices lower than NAV. The Fund
cannot assure you that Common Shares will trade at a price equal to or higher than NAV in the future. In addition to the Fund&#146;s NAV, the market price of the Common Shares may be affected by factors relating to the Fund such as dividend levels
and stability (which will in turn be affected by Fund expenses, including the costs of any preferred shares issued by the Fund and the Fund&#146;s borrowings, reverse repurchase agreements, and other leverage, levels of dividend and interest
payments by the Fund&#146;s portfolio holdings, levels of appreciation/depreciation of the Fund&#146;s portfolio holdings, regulation affecting the timing and character of Fund distributions and other factors), portfolio credit quality, liquidity,
call protection, market supply and demand, and similar factors relating to the Fund&#146;s portfolio holdings. The Fund&#146;s market price may also be affected by general market or economic conditions, including market trends affecting securities
values generally or values of <FONT STYLE="white-space:nowrap">closed-end</FONT> fund shares more specifically. The Common Shares are designed primarily for long-term investors, and investors in the Common Shares should not view the Fund as a
vehicle for trading purposes. See the SAI under &#147;Repurchase of Common Shares; Conversion to <FONT STYLE="white-space:nowrap">Open-End</FONT> Fund.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As noted under &#147;Leverage,&#148; the Fund has obtained financial leverage under a Liquidity Agreement with SSB that allows
the Fund to borrow up to $1&nbsp;billion and includes an agency securities lending arrangement with SSB. The Fund may also use reverse repurchase agreements and dollar roll transactions.&nbsp;Any obligations of the Fund arising out of leverage have
complete priority upon distribution of assets over the Common Shares. The Fund may also enter into transactions other than those noted above that may give rise to a form of leverage including, among others, futures and forward contracts (including
foreign currency exchange contracts), credit default swaps and other derivative transactions, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions. See &#147;Leverage.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As of August&nbsp;31, 2020, the following number of Common Shares of the Fund was authorized for registration and outstanding:
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">(4)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER:1px solid #000000; padding-left:8pt">Title of Class</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Amount Authorized</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Amount&nbsp;Held&nbsp;by&nbsp;the&nbsp;Fund&nbsp;or&nbsp;for its Account</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Amount&nbsp;Outstanding&nbsp;Exclusive of Amount Shown under (3)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER:1px solid #000000; padding-left:8pt">Common Shares</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Unlimited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">0</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">101,956,908</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_13"></A>Anti-takeover and Other Provisions in the Declaration of Trust </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Declaration of Trust and the Bylaws include provisions that could limit the ability of other entities or persons to
acquire control of the Fund or to convert the Fund to <FONT STYLE="white-space:nowrap">open-end</FONT> status. The Fund&#146;s Trustees are divided into three classes. At each annual meeting of shareholders, the term of one class will expire and
each Trustee elected to that class will hold office for a term of three years. With the classification of the Board in this manner, it would require two years to change a majority of the Fund&#146;s Board. In addition, the Declaration of Trust
provides that a Trustee may be removed from office, for any reason or for no reason, only (i)&nbsp;by action of at least seventy-five percent (75%) of the outstanding shares of the classes or series of shares entitled to vote for the election of
such Trustee, or (ii)&nbsp;by written instrument, signed by at least seventy-five percent (75%) of the remaining Trustees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As described below, the Declaration of Trust grants special approval rights with respect to certain matters to members of the
Board who qualify as &#147;Continuing Trustees,&#148; which term means a Trustee who either (i)&nbsp;has been a member of the Board for a period of at least <FONT STYLE="white-space:nowrap">thirty-six</FONT> months (or since the commencement of the
Fund&#146;s operations, if less than <FONT STYLE="white-space:nowrap">thirty-six</FONT> months) or (ii)&nbsp;was nominated to serve as a member of the Board by a majority of the Continuing Trustees then members of the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Declaration of Trust requires the affirmative vote or consent of at least seventy-five percent (75%) of the Trustees and
holders of at least seventy-five percent (75%) of the Fund&#146;s shares to authorize certain Fund transactions not in the ordinary course of business, including a merger or consolidation, issuances or transfers by the Fund of the Fund&#146;s shares
having an aggregate fair market value of $1,000,000 or more (except as may be made pursuant to a public offering, the Fund&#146;s dividend reinvestment plan or upon exercise of any stock subscription rights), sales, leases, exchanges, mortgages,
pledges, transfers, or other dispositions of Fund assets, having an aggregate fair market value of $1,000,000 or more (except for transactions in securities effected by the Fund in the ordinary course of business) or any shareholder proposal
regarding specific investment decisions, unless the transaction is authorized by both a majority of the Trustees and seventy-five percent (75%) of the Continuing Trustees (in which case no shareholder authorization would be required by the
Declaration of Trust, but may be required in certain cases under the Fund&#146;s Bylaws, the 1940 Act, and other applicable law). The Declaration of Trust also requires the affirmative vote or consent of holders of at least seventy-five percent
(75%) of the Fund&#146;s shares entitled to vote on the matter to authorize a conversion of the Fund from a <FONT STYLE="white-space:nowrap">closed-end</FONT> to an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company, unless the
conversion is authorized by both a majority of the Trustees and seventy-five percent (75%) of the Continuing Trustees (in which case shareholders would have only the minimum voting rights required by the 1940 Act with respect to the conversion).
Also, the Declaration of Trust provides that the Fund may be terminated at any time by vote or consent of at least seventy-five percent (75%) of the Fund&#146;s shares entitled to vote or, alternatively, by vote or consent of both a majority of the
Trustees and seventy-five percent </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">99 </P>


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(75%) of the Continuing Trustees upon written notice to shareholders of the Fund. See &#147;Anti-Takeover and Other Provisions in the Declaration of Trust&#148; in the SAI for a more detailed
summary of these provisions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trustees may from time to time grant other voting rights to shareholders with respect to
these and other matters in the Fund&#146;s Bylaws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The overall effect of these provisions is to render more difficult the
accomplishment of a merger or the assumption of control of the Fund by a third party. They provide, however, the advantage of potentially requiring persons seeking control of the Fund to negotiate with its management regarding the price to be paid
and facilitating the continuity of the Fund&#146;s investment objectives and policies. The Board of the Fund has considered the foregoing anti-takeover provisions and concluded that they are in the best interests of the Fund and its shareholders,
including Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The foregoing is intended only as a summary and is qualified in its entirety by reference
to the full text of the Declaration of Trust and the Fund&#146;s Bylaws, both of which are on file with the SEC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under
Massachusetts law, shareholders could, in certain circumstances, be held personally liable for the obligations of the Fund. However, the Declaration of Trust contains an express disclaimer of shareholder liability for debts or obligations of the
Fund and requires that notice of such limited liability be given in each agreement, obligation or instrument entered into or executed by the Fund or the Trustees. The Declaration of Trust further provides for indemnification out of the assets and
property of the Fund for all loss and expense of any shareholder held personally liable for the obligations of the Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in
which the Fund would be unable to meet its obligations. The Fund believes that the likelihood of such circumstances is remote. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Declaration of Trust provides that shareholders must obtain authorization from the Trustees to bring or maintain a direct
action or claim for monetary damages against the Fund or the Trustees predicated upon an express or implied right of action under the Declaration of Trust or for a single shareholder to bring or maintain a direct action with respect to an alleged
injury suffered by similarly situated shareholders. The Declaration of Trust also provides that, except with respect to claims asserted under the federal securities laws, shareholders must make a demand on the Trustees requesting the Trustees to
bring or maintain any action, proceeding or claim on behalf of the Fund or any class of shareholders unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Fund or a series or class of shares would otherwise result.
The provisions of the Declaration of Trust described in this paragraph do not apply to claims asserted under the federal securities laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_14"></A>Repurchase of Common Shares; Conversion to <FONT STYLE="white-space:nowrap">Open-End</FONT> Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund is a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company and as such its shareholders will not have
the right to cause the Fund to redeem their shares. Instead, the Common Shares will trade in the open market at a price that will be a function of the Fund&#146;s NAV and of other factors relating to the Fund such as dividend levels and stability
(which will in turn be affected by Fund expenses, including the costs of any preferred shares issued by the Fund, total return swaps, reverse repurchase agreements, dollar rolls, borrowings and other leverage used by the Fund, levels of dividend and
interest payments by the Fund&#146;s portfolio holdings, levels of appreciation/depreciation of the Fund&#146;s portfolio holdings, regulation affecting the timing and character of Fund&#146;s distributions and other factors), portfolio credit
quality, liquidity, call protection, market supply and demand and similar factors relating to the Fund&#146;s portfolio holdings. The market price of the Common Shares may also be affected by general market or economic conditions, including market
trends affecting securities values generally or values of <FONT STYLE="white-space:nowrap">closed-end</FONT> fund shares more specifically. Shares of a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company may frequently trade at
prices lower than NAV. The Board will regularly monitor the relationship between the market price and NAV of the Common Shares. If the Common Shares were to trade at a substantial discount to NAV for an extended period of time, the Board may
consider the repurchase of its Common Shares on the open market or in private transactions, the making of a tender offer for such shares or the conversion of the Fund to an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company. If the
Board determines in the future to conduct a tender offer for its Common Shares, Fund shareholders to whom the tender offer is made will be provided notice, instructions regarding how to participate in the tender offer, and information regarding the
terms of the tender offer that such shareholders should consider before determining whether to participate (including, if applicable, information regarding any applicable repurchase fee). The Fund cannot assure you that the Board will decide to take
or propose any of these actions, or that Common Share repurchases or tender offers will actually reduce any market discount. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were to convert to an <FONT STYLE="white-space:nowrap">open-end</FONT> company, the Common Shares likely would no
longer be listed on the NYSE. In contrast to a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company, shareholders of an <FONT STYLE="white-space:nowrap">open-end</FONT> 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 NAV, less any redemption charge that is in effect at the time of redemption. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Before deciding whether to take any action to convert the Fund to an <FONT STYLE="white-space:nowrap">open-end</FONT>
investment company, the Board would consider all relevant factors, including the extent and duration of any discount, the liquidity of the Fund&#146;s portfolio, the impact of any action that </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">100 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
might be taken on the Fund or its shareholders and market considerations. Based on these considerations, even if the Common Shares should trade at a discount, the Board may determine that, in the
interest of the Fund and its shareholders, no action should be taken. See &#147;Repurchase of Common Shares; Conversion to <FONT STYLE="white-space:nowrap">Open-End</FONT> Fund&#148; in the SAI for a further discussion of possible action to reduce
or eliminate any such discount to NAV. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_15"></A>Tax Matters </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>U.S. FEDERAL INCOME TAX MATTERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following is a summary discussion of certain U.S. federal income tax consequences that may be relevant to a Common
Shareholder that acquires, holds and/or disposes of Common Shares of the Fund, and reflects provisions of the Code, existing U.S. Treasury regulations, rulings published by the IRS, and other applicable authority, as of the date of this Prospectus.
These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important tax considerations generally applicable to investments in the
Fund. For more detailed information regarding tax considerations, see the SAI. There may be other and different tax considerations applicable to particular investors, such as insurance companies, financial institutions, broker-dealers, <FONT
STYLE="white-space:nowrap">tax-advantaged</FONT> retirement plans and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> shareholders. In addition, income earned through an investment in the Fund may be subject to state, local and foreign taxes.
Common Shareholders should consult their own tax advisers regarding their particular situation and the possible application of U.S. federal, state, local, foreign or other tax laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Federal Income Taxation of the Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund has elected to be treated as a RIC under Subchapter M of the Code and intends each year to qualify and be eligible to
be treated as such. In order for the Fund to qualify as a RIC, it must meet an income and asset diversification test each year. To satisfy the income test, the Fund must derive at least 90% of its gross income in each taxable year from dividends,
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, but not limited to, gains from options, futures or forward contracts)
derived with respect to its business of investing in such stock, securities or currencies and net income derived from interests in &#147;qualified publicly traded partnerships&#148; (as defined in the Code). To satisfy the asset diversification
test, the Fund must diversify its holdings so that at the end of each quarter of the Fund&#146;s taxable year, (a)&nbsp;at least 50% of the value of its total assets consists of cash and cash items (including receivables), U.S. Government
securities, securities of other RICs, and other securities limited, with respect to any one issuer, to no more than 5% of the value of the Fund&#146;s total assets and 10% of the outstanding voting securities of such issuer, and (b)&nbsp;not more
than 25% of the value of the Fund&#146;s total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, in the securities (other than those of the U.S. Government or other RICs) of any one issuer
or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses, or in the securities of one or more &#147;qualified publicly traded partnerships&#148; (as defined in the Code). If the
Fund qualifies as a RIC and satisfies certain distribution requirements, the Fund will not be subject to U.S. federal income tax to the extent it distributes its investment company taxable income (as that term is defined in the Code, without regard
to the deduction for dividends paid), its net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income, if any, and its net capital gains (the excess of net long-term capital gains over net short-term capital loss, determined in each case with
reference to any capital loss carryforwards) in a timely manner to its shareholders in the form of dividends or capital gain distributions. The Fund intends to distribute substantially all of such income and gains each year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund does retain any investment company taxable income, it will be subject to tax at regular corporate rates on the
amount retained. If the Fund retains any net capital gain, it also will be subject to tax at regular corporate rates on the amount retained. If the Fund retains any net capital gain and pays tax on such amount, it may designate the retained amount
as undistributed capital gain in a notice to its shareholders who would then (i)&nbsp;be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii)&nbsp;be
entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim such refunds on a properly filed U.S. tax return to the extent the credit
exceeds such liabilities. If the Fund makes this designation, for U.S. federal income tax purposes, the tax basis of Common Shares of the Fund (and any other shares of the Fund) owned by a shareholder will be increased by an amount equal under
current law to the difference between the amount of undistributed capital gains included in the shareholder&#146;s gross income under clause (i)&nbsp;of the preceding sentence and the tax deemed paid by the shareholder under clause (ii)&nbsp;of the
preceding sentence. The Fund is not required to, and there can be no assurance that the Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were to fail to distribute in a calendar year at least an amount equal to the sum of 98% of its ordinary income
for such year and 98.2% of its capital gain net income for the <FONT STYLE="white-space:nowrap">one-year</FONT> period ending October&nbsp;31 of such year, plus any such amounts retained from the prior year, the Fund would be subject to a
nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, a RIC&#146;s ordinary gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken
into account after October&nbsp;31 of a calendar year generally are treated as arising on January&nbsp;1 of the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">101 </P>


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following calendar year. Also, for these purposes, the Fund will be treated as having distributed any amount on which it has been subject to corporate income tax for the taxable year ending
within the calendar year. The Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that it will be able to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments can be limited by the Fund&#146;s intention to qualify as a RIC and can limit the Fund&#146;s
ability to so qualify. If the Fund were to fail to meet the income, diversification, or distribution test, the Fund could in some cases cure such failure, including by paying a Fund-level tax, paying interest, making additional distributions, or
disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any taxable year, or if the Fund were otherwise to fail to qualify as a RIC accorded special tax treatment for such year, the Fund would be
subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to Common Shareholders as dividend income. In addition, the Fund
could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before <FONT STYLE="white-space:nowrap">re-qualifying</FONT> as a RIC that is accorded special tax treatment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If at any time when preferred shares are outstanding the Fund does not meet applicable asset coverage requirements, it will be
required to suspend distributions to Common Shareholders until the requisite asset coverage is restored. Any such suspension may cause the Fund to pay a U.S. federal income and excise tax on undistributed income or gains and may, in certain
circumstances, prevent the Fund from qualifying for treatment as a RIC. The Fund may repurchase or otherwise retire preferred shares in an effort to comply with the distribution requirement applicable to RICs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Distributions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For U.S. federal income tax purposes, distributions of net investment income are generally taxable as ordinary income. Taxes
on distributions of capital gains are determined by how long the Fund owned (or is deemed to have owned) the investments that generated them, rather than how long a shareholder has owned his or her Common Shares. In general, the Fund will recognize
long-term capital gain or loss on investments it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Distributions of net
capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, determined in each case with reference to any loss carryforwards) that are properly reported by the Fund as capital gain dividends (&#147;Capital Gain
Dividends&#148;) will be taxable to shareholders as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be
taxable to shareholders as ordinary income. The Fund may report certain dividends as derived from &#147;qualified dividend income,&#148; which, when received by a <FONT STYLE="white-space:nowrap">non-corporate</FONT> shareholder, will be taxed at
the rates applicable to net capital gain, provided holding period and other requirements are met at both the shareholder and Fund levels. The Fund does not expect a significant portion of Fund distributions to be derived from qualified dividend
income. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In general, dividends of net investment income received by corporate shareholders of the Fund may qualify for the
dividends-received deduction generally available to corporations to the extent of the amount of eligible dividends received by the Fund from domestic corporations for the taxable year, provided the shareholder meets certain holding period and other
requirements in respect of the Fund&#146;s shares. The Fund generally does not expect that a significant portion of its distributions will be eligible for the corporate dividends-received deduction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If, in and with respect to any taxable year, the Fund makes a distribution in excess of its current and accumulated
&#147;earnings and profits,&#148; the excess distribution will be treated as a return of capital to the extent of a shareholder&#146;s tax basis in his or her shares of the Fund, and thereafter as capital gain. A return of capital is not taxable,
but it reduces a shareholder&#146;s basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares. Where one or more such distributions occur in and with respect to
any taxable year of the Fund, the available earnings and profits will be allocated first to the distributions made to holders of preferred shares, and only thereafter to distributions made to holders of Common Shares. As a result, holders of
preferred shares would receive a disproportionate share of the distributions treated as dividends, and the holders of Common Shares would receive a disproportionate share of the distributions treated as a return of capital. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The IRS currently requires a RIC that the IRS recognizes as having two or more &#147;classes&#148; of stock for U.S. federal
income tax purposes to allocate to each such class proportionate amounts of each type of the RIC&#146;s income (such as ordinary income and capital gains) based upon the percentage of total dividends distributed to each class for the tax year.
Accordingly, the Fund intends each tax year to allocate Capital Gain Dividends between and among its Common Shares and each series of its preferred shares, in proportion to the total dividends paid to each class with respect to such tax year.
Dividends qualifying and not qualifying for the dividends received deduction or as qualified dividend income will similarly be allocated between and among Common Shares and any series of preferred shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">102 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The determination of the character for U.S. federal income tax purposes of any
distribution from the Fund (<I>e.g.</I>, ordinary income dividends, Capital Gain Dividends, qualified dividends, or return of capital distributions) will be made as of the end of the Fund&#146;s taxable year. Generally, the Fund will provide
shareholders with a written statement reporting the amount of any capital gain distributions or other distributions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Dividends and distributions on the Fund&#146;s Common Shares are generally subject to federal income tax as described herein
to the extent they do not exceed the Fund&#146;s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder&#146;s investment. Such distributions are likely to occur in
respect of the Fund&#146;s Common Shares purchased at a time when the Fund&#146;s net asset value reflects unrealized gains or income or gains that are realized but not yet distributed. Such realized income and gains may be required to be
distributed even when the Fund&#146;s net asset value also reflects unrealized losses. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A distribution by the Fund will be
treated as paid on December&nbsp;31 of any calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid by the Fund during January of the following calendar year. Such distributions will be
taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Sale or Exchange of Common Shares </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Common Shareholders who sell or exchange their Common Shares of the Fund will generally recognize gain or loss in an amount
equal to the difference between the amount received and the Common Shareholder&#146;s adjusted tax basis in the Common Shares sold or exchanged. Assuming the Common Shares of the Fund are held as a capital asset, any gain or loss realized upon a
taxable disposition of the Common Shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Common Shares of the Fund will be treated as
short-term capital gain or loss. However, any loss realized upon a taxable disposition of Common Shares of the Fund held by a shareholder for six months or less will be treated as long-term, rather than short-term, to the extent of Capital Gain
Dividends received (or deemed received) by the shareholder with respect to the shares. For purposes of determining whether Common Shares of the Fund have been held for six months or less, the holding period is suspended for any periods during which
the Common Shareholder&#146;s risk of loss is diminished as a result of holding one or more other positions in substantially similar or related property or through certain options or short sales. Any loss realized on a sale or exchange of Common
Shares of the Fund will be disallowed to the extent those Common Shares are replaced by other substantially identical shares within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the Common Shares
(including through the reinvestment of distributions, which could occur, for example, if the Common Shareholder is a participant in the Dividend Reinvestment Plan). In that event, the basis of the replacement shares will be adjusted to reflect the
disallowed loss. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Redemption of Common Shares </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In certain circumstances, the Fund may redeem Common Shares. Common Shareholders who tender all shares held, or considered
held, by them will be treated as having sold their shares and generally will realize a capital gain or loss. If a Common Shareholder tenders fewer than all or its shares, such shareholder may be treated as having received a distribution under
Section&nbsp;301 of the Code (&#147;Section&nbsp;301 distribution&#148;) unless the redemption is treated as being either (i) &#147;substantially disproportionate&#148; with respect to such Common Shareholder or (ii)&nbsp;otherwise &#147;not
essentially equivalent to a dividend&#148; under the relevant rules of the Code. A Section&nbsp;301 distribution is not treated as a sale or exchange giving rise to a capital gain or loss, but rather is treated as a dividend to the extent supported
by the Fund&#146;s current and accumulated earnings and profits, with the excess treated as a return of capital reducing the Common Shareholder&#146;s tax basis in Fund shares, and thereafter as capital gain. Where a redeeming Common Shareholder is
treated as receiving a dividend, there is a risk that <FONT STYLE="white-space:nowrap">non-tendering</FONT> Common Shareholders whose interests in the Fund increase as a result of such tender will be treated as having received a taxable distribution
from the Fund. The extent of such risk will vary depending upon the particular circumstances of the tender offer, in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming the shares of the Fund;
if isolated, any such risk is likely remote. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Medicare Tax </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A 3.8% Medicare contribution tax will be imposed on the &#147;net investment income&#148; of individuals, estates and trusts
whose income exceeds certain threshold amounts. Net investment income generally includes for this purpose dividends, including any Capital Gain Dividends paid by the Fund, and net gains recognized on the sale, exchange, or redemption of Common
Shares of the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">103 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Foreign Taxes </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Income, proceeds and gains received by the Fund from sources within foreign countries may be subject to withholding and other
taxes imposed by such countries. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund does not expect to be eligible to elect to &#147;pass through&#148; such foreign taxes and therefore does not expect
that Common Shareholders will be entitled to a credit or deduction in respect of such taxes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Certain Fund Investments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">From time to time, a substantial portion of the Fund&#146;s investments in debt obligations could be treated as having
&#147;original issue discount&#148; (&#147;OID&#148;) and/or &#147;market discount&#148; for U.S. federal income tax purposes, which, in some cases, could be significant and could cause the Fund to recognize income in respect of these investments
before or without receiving cash representing such income. If so, the Fund could be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund actually received. As a result,
the Fund could be required at times to liquidate investments (including at potentially disadvantageous times or prices) in order to satisfy its distribution requirements or to avoid incurring Fund-level U.S. federal income or excise taxes. If the
Fund liquidates portfolio securities to raise cash, the Fund may realize gain or loss on such liquidations; in the event the Fund realizes net long-term or short-term capital gains from such liquidation transactions, its shareholders may receive
larger capital gain or ordinary dividends, respectively, than they would in the absence of such transactions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments
in debt obligations that are at risk of or in default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as whether or to what extent the Fund should recognize market discount on a debt obligation; when the
Fund may cease to accrue interest, OID or market discount; when and to what extent the Fund may take deductions for bad debts or worthless securities; and how the Fund should allocate payments received on obligations in default between principal and
income. These and other related issues will be addressed by the Fund when, as, and if it invests in such securities in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and avoid becoming subject to U.S.
federal income or excise tax. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A portion of the interest paid or accrued on certain high yield discount obligations owned
by the Fund may not, and interest paid on debt obligations, if any, that are considered for tax purposes to be payable in the equity of the issuer or a related party will not, be deductible to the issuer. This may affect the cash flow of the issuer.
If a portion of the interest paid or accrued on certain high yield discount obligations is not deductible, that portion will be treated as a dividend paid by the issuer for purposes of the corporate dividends received deduction. In such cases, if
the issuer of the high yield discount obligations is a domestic corporation, dividend payments by the Fund may be eligible for the dividends-received deduction to the extent of the deemed dividend portion of such interest. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s transactions in derivative instruments (<I>e.g.</I>, options, futures, forward contracts, structured notes and
swap agreements), as well as any of its other hedging, short sale, securities loan or similar transactions, may be subject to uncertainty with respect to their tax treatment, and to one or more special tax rules (<I>e.g.</I>, notional principal
contract, straddle, constructive sale, wash sale, and short sale rules). The aforementioned rules may affect whether gains and losses recognized by the Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition
of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Fund&#146;s securities. These rules could therefore affect the amount, timing and/or character of distributions to Common Shareholders.
Because the tax treatment and the tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules or treatment (which determination
or guidance could be retroactive) may affect whether the Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Fund-level tax. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">It is possible that the Fund&#146;s use of derivatives and hedging activities and foreign currency-denominated instruments
will produce a difference between its book income and the sum of its taxable income and its net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income (if any). If such a difference arises, and the Fund&#146;s book income is less than the sum of
its taxable income (including realized capital gains) and its net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income (if any), the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special
tax treatment and to eliminate Fund-level tax. In the alternative, if the Fund&#146;s book income exceeds the sum of its taxable income (including realized capital gains) and its net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income (if
any), the distribution (if any) of such excess generally will be treated as (i)&nbsp;a dividend to the extent of the Fund&#146;s remaining earnings and profits, (ii)&nbsp;thereafter, as a return of capital to the extent of the recipient&#146;s basis
in its shares, and (iii)&nbsp;thereafter as gain from the sale or exchange of a capital asset. As described above, available earnings and profits will be allocated first to the distributions made to the holders of preferred shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Any investment by the Fund in equity securities of REITs may result in the Fund&#146;s receipt of cash in excess of the
REIT&#146;s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Dividends received by the Fund from a REIT will not qualify for the
corporate dividends-received </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">104 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
deduction and generally will not constitute qualified dividend income. Pursuant to proposed regulations on which the Fund may rely, distributions by the Fund to its shareholders that the Fund
properly reports as &#147;section 199A dividends,&#148; as defined and subject to certain conditions, are treated as REIT dividends in the hands of <FONT STYLE="white-space:nowrap">non-corporate</FONT> shareholders.
<FONT STYLE="white-space:nowrap">Non-corporate</FONT> shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject to certain limitations. The Fund is permitted to report such part of
its dividends as section 199A dividends as are eligible, but is not required to do so. Distributions of income or gain attributable to derivatives with respect to REIT securities, including swaps, will not constitute qualified REIT dividends. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest directly or indirectly in residual interests in REMICs (including by investing in residual interests in
CMOs with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (&#147;TMPs&#148;). Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but
may apply retroactively, a portion of the Fund&#146;s income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the
Code as an &#147;excess inclusion&#148;) will generally be subject to U.S. federal income tax. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC will be allocated to shareholders of the RIC
in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, the Fund may not be a suitable investment for certain
<FONT STYLE="white-space:nowrap">tax-exempt</FONT> investors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In general, excess inclusion income allocated to Common
Shareholders (i)&nbsp;cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (&#147;UBTI&#148;) to entities (including a qualified pension
plan, an individual retirement account, a 401(k) plan, a Keogh plan or other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income,
and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income; and (iii)&nbsp;in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be
subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code. Charitable remainder trusts and other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> shareholders are
urged to consult their tax advisers concerning the consequences of investing in the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may restructure or
modify certain <FONT STYLE="white-space:nowrap">non-performing</FONT> loans it holds, or may foreclose on the collateral securing the loan. Any such activity could cause the Fund to recognize taxable income without a corresponding receipt of cash,
which may require the Fund to distribute cash obtained from other sources (including a sale of other portfolio securities) in order to satisfy the distribution requirement applicable to RICs and to avoid a Fund-level tax. Any such activity could
also result in the Fund receiving assets that give rise to <FONT STYLE="white-space:nowrap">non-qualifying</FONT> income for purposes of the 90% gross income test described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Backup Withholding </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Backup withholding is generally required with respect to taxable distributions or the gross proceeds of a sale of Common
Shares of the Fund paid to any <FONT STYLE="white-space:nowrap">non-corporate</FONT> shareholder who fails to properly furnish a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify that
he or she is not subject to such withholding. Amounts withheld as a result of backup withholding are remitted to the U.S. Treasury but do not constitute an additional tax imposed on the shareholder; such amounts may be claimed as a credit on the
shareholder&#146;s U.S. federal income tax return, provided the appropriate information is furnished to the IRS. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Other Reporting and
Withholding Requirements </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Sections 1471-1474 of the Code and Treasury regulations and IRS guidance issued hereunder
(collectively, &#147;FATCA&#148;) generally requires the Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an &#147;IGA&#148;) between the United
States and a foreign government. If a shareholder fails to provide this information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on ordinary
dividends it pays. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will not be applicable to the gross proceeds of share redemptions or Capital Gain Dividends the Fund pays. If a payment
by the Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above (<I>e.g.</I>, short-term capital gain
dividends and interest-related dividends). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Shares Purchased Through <FONT STYLE="white-space:nowrap">Tax-Qualified</FONT> Plans
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Special tax rules apply to investments though defined contribution plans and other
<FONT STYLE="white-space:nowrap">tax-qualified</FONT> plans. Common Shareholders should consult their tax advisors to determine the suitability of the Fund&#146;s Common Shares as an investment through such plans and the precise effect of an
investment on their particular tax situation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">105 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>General </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The U.S. federal income tax discussion set forth above is for general information only. Prospective investors should consult
their tax advisers regarding the specific federal tax consequences of purchasing, holding, and disposing of Common Shares of the Fund, as well as the effects of state, local, foreign, and other tax law and any proposed tax law changes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Please see &#147;Tax Matters&#148; in the SAI for additional information regarding the tax aspects of investing in Common
Shares of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_16"></A>PLAN OF DISTRIBUTION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may offer, from time to time, Common Shares, and certain of the Fund&#146;s shareholders may sell Common Shares, on
an immediate, continuous or delayed basis, in one or more underwritten public offerings, &#147;at the market&#148; offerings (through one or more underwriters or dealers, including but not limited to UBS Securities LLC, acting as principal or agent
for the Fund) or a combination of both offerings under this Prospectus and any related prospectus supplement. 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. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will
disclose any sales loads, discounts, commissions, fees or other compensation paid to any underwriter, dealer or agent, the offering price, net proceeds and use of proceeds and the terms of any offering of the securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Underwriters or agents may receive compensation from the Fund in the form of discounts, concessions or commissions.
Underwriters may sell Common Shares to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of the Common Shares may be deemed to be underwriters under the&nbsp;Securities Act, and any discounts and commissions they receive from the Fund and any profit realized by them
on the resale of the Common Shares may be deemed to be underwriting discounts and commissions under the&nbsp;Securities Act. Any such compensation received from the Fund will be described in the applicable prospectus supplement. The maximum amount
of compensation to be received by any Financial Industry Regulatory Authority member or independent broker-dealer will not exceed 8.0% for the sale of any securities being registered pursuant to Rule 415 under the&nbsp;Securities Act. The Fund will
not pay any compensation to any underwriter or agent in the form of warrants, options, consulting or structuring fees or similar arrangements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If a prospectus supplement so indicates, the Fund may grant the underwriters an option, exercisable for 45 days from the date
of the prospectus supplement, to purchase an additional amount of Common Shares to cover over-allotments, if any, at the public offering price, less the underwriting discounts and commissions. The underwriters or agents may exercise such option
solely for the purpose of covering over-allotments incurred in the sale of the Common Shares offered hereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
connection with an offering, the underwriters or agents may purchase and sell Common Shares in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in
connection with an offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the Common Shares and syndicate short positions involve the sale by the
underwriters of a greater number of Common Shares than they are required to purchase from the Fund in an offering. The underwriters or agents also may impose a penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the Common Shares sold in an offering for their account may be reclaimed by the syndicate if such Common Shares are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the Common Shares, which may be higher than the price that might otherwise prevail in the open market; and these activities, if commenced, may be discontinued at any time without notice. These
transactions may be effected on the NYSE or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund anticipates that from time to time certain underwriters
or agents may act as brokers or dealers in connection with the execution of the Fund&#146;s portfolio transactions after they have ceased to be underwriters or agents and, subject to certain restrictions, may act as brokers while they are
underwriters or agents. Certain underwriters and agents have performed investment banking and advisory services for the Adviser and its related parties from time to time, for which they have received customary fees and expenses. Certain underwriters
and agents may, from time to time, engage in transactions with or perform services for the Adviser and its affiliates in the ordinary course of business. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A Prospectus and accompanying prospectus supplement in electronic form may be made available on the websites maintained by
underwriters and agents. The underwriters and agents may agree to allocate a number of securities for sale to their online brokerage account holders. Such allocations of securities for Internet distributions will be made on the same basis as other
allocations. In addition, securities may be sold by the underwriters and agents to securities dealers who resell securities to online brokerage account holders. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">106 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_17"></A>Custodian and Transfer Agent </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The custodian of the assets of the Fund is State Street Bank and Trust Company, 1 Iron Street, Boston, Massachusetts 02210.
The custodian performs custodial services on behalf of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">USBGFS, 777 E. Wisconsin Avenue Milwaukee, WI 53202,
serves as the Fund&#146;s transfer agent, registrar, dividend disbursement agent and shareholder servicing agent, as well as agent for the Fund&#146;s Dividend Reinvestment Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_18"></A>Independent Registered Public Accounting Firm </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Deloitte&nbsp;&amp; Touche LLP, 695 Town Center Drive Suite 1200 Costa Mesa, CA 92626, serves as independent registered public
accounting firm, providing audit services for the Fund. Deloitte Tax LLP provides tax return preparation services for the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_19">
</A>Legal Matters </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain legal matters will be passed on for the Fund by Ropes&nbsp;&amp; Gray LLP. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">107 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_20"></A>TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="96%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_1">The Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_2">Investment Restrictions</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_3">Investment Objectives and Strategies</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_4">Management of the Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">66</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_5">Investment Manager</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">75</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_6">Portfolio Managers</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">77</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_7">Portfolio Transactions</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">82</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_8">Anti-Takeover and Other Provisions in the Declaration of Trust</A></P></TD>

<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">85</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_9">Repurchase of Common Shares; Conversion to <FONT STYLE="white-space:nowrap">Open-End
</FONT> Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">86</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_10">Tax Matters</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">88</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_11">Custodian, Transfer Agent and Dividend Disbursement Agent</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">101</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_12">Independent Registered Public Accounting Firm</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">101</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_13">Incorporation of Certain Information by Reference</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">101</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_14">Financial Statements</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">103</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_15">Appendix A&#151;Procedures for Shareholders to Submit Nominee
Candidates</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">A-1</FONT></TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_16">Appendix B&#151;Proxy Voting Guidelines</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-1</FONT></TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">108 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_21"></A>PRIVACY POLICY </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>What Does DoubleLine Do With Your Personal
Information? </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">This notice provides information about how DoubleLine (&#147;we&#148; and &#147;our&#148;) collects, shares, and
protects your personal information, and how you might choose to limit our ability to share certain information about you. Please read this notice carefully. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Why do we need your personal information? </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">All financial companies need to share customers&#146; personal information to run their everyday businesses, to appropriately tailor the
services offered to you (where applicable), and to comply with our regulatory obligations. Accordingly, information, confidential and proprietary, plays an important role in the success of our business. However, we recognize that you have entrusted
us with your personal and financial data, and we recognize our obligation to keep this information secure. Maintaining your privacy is important to us, and we hold ourselves to a high standard in its safekeeping and use. Most importantly, DoubleLine
does not sell its customers&#146; <FONT STYLE="white-space:nowrap">non-public</FONT> personal information to any third parties. DoubleLine uses its customers&#146; <FONT STYLE="white-space:nowrap">non-public</FONT> personal information primarily to
complete financial transactions that its customers request (where applicable), to make its customers aware of other financial products and services offered by a DoubleLine affiliated company, and to satisfy obligations we owe to regulatory bodies.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Information we may collect </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">We may
collect various types of personal data about you, including: </P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Your personal identification information, which may include your name and passport information, your IP
address, politically exposed person (&#147;PEP&#148;) status, and such other information as may be necessary for us to provide our services to you and to complete our customer due diligence process and discharge anti-money laundering obligations;
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Your contact information, which may include postal address and <FONT STYLE="white-space:nowrap">e-mail</FONT>
address and your home and mobile telephone numbers; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Your family relationships, which may include your marital status, the identity of your spouse and the number
of children that you have; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Your professional and employment information, which may include your level of education and professional
qualifications, your employment, employer&#146;s name and details of directorships and other offices which you may hold; and </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Financial information, risk tolerance, sources of wealth and your assets, which may include details of
shareholdings and beneficial interests in financial instruments, your bank details and your credit history. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Where we obtain your
personal information </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine may collect <FONT STYLE="white-space:nowrap">non-public</FONT> information about you from the
following sources: </P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Information we receive about you on applications or other forms; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Information you may give us orally; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Information about your transactions with us or others; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Information you submit to us in correspondence, including emails or other electronic communications; and
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Information about any bank account you use for transfers between your bank account and any Fund account,
including information provided when effecting wire transfers. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Information Collected from Websites </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Websites maintained by DoubleLine or its service providers may use a variety of technologies to collect information that help DoubleLine and
its service providers understand how the website is used. Information collected from your web browser (including small files stored on your device that are commonly referred to as &#147;cookies&#148;) allow the websites to recognize your web browser
and help to personalize and improve your user experience and enhance navigation of the website. You can change your cookie preferences by changing the setting on your web browser to delete or reject cookies. If you delete or reject cookies, some
website pages may not function properly. Our websites may contain links that are maintained or controlled by third parties, each of which has privacy policies which may differ, in some cases significantly, from the privacy policies described in this
notice. Please read the privacy policies of such third parties and understand that accessing their website is at your own risk. Please contact your DoubleLine representative if you would like to receive more information about the privacy policies of
third parties. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">109 </P>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">We also use web analytics services, which currently include but are not limited to Google
Analytics and Adobe Analytics. Such web analytics services use cookies and similar technologies to evaluate visitor&#146;s use of the domain, compile statistical reports on domain activity, and provide other services related to our websites. For
more information about Google Analytics, or to opt out of Google Analytics, please go to <U><FONT STYLE="font-family:Times New Roman" COLOR="#0000ff">https://tools.google.com/dlpage/gaoptout</FONT></U><FONT STYLE="font-family:Times New Roman">. For
more information about Adobe Analytics, or to opt out of Adobe Analytics, please go to: <U><FONT STYLE="font-family:Times New Roman" COLOR="#0000ff"><FONT STYLE="white-space:nowrap">http://www.adobe.com/privacy/opt-out.html</FONT></FONT></U><FONT
STYLE="font-family:Times New Roman">. </FONT></FONT></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>How and why we may share your information </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine does not disclose any <FONT STYLE="white-space:nowrap">non-public</FONT> personal information about our customers or former
customers without the customer&#146;s authorization, except that we may disclose the information listed above, as follows: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">It may be necessary for DoubleLine to provide information to nonaffiliated third parties in connection with
our performance of the services we have agreed to provide to the Fund or you. For example, it might be necessary to do so in order to process transactions and maintain accounts. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">DoubleLine will release any of the <FONT STYLE="white-space:nowrap">non-public</FONT> information listed above
about a customer if directed to do so by that customer or if DoubleLine is authorized by law to do so, such as in the case of a court order, legal investigation, or other properly executed governmental request. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">In order to alert a customer to other financial products and services offered by an affiliate, DoubleLine may
share information with an affiliate, including companies using the DoubleLine name. Such products and services may include, for example, other investment products offered by a DoubleLine company. If you prefer that we not disclose <FONT
STYLE="white-space:nowrap">non-public</FONT> personal information about you to our affiliates for this purpose, you may direct us not to make such disclosures (other than disclosures permitted by law) by calling 1 (213) <FONT
STYLE="white-space:nowrap">633-8200.</FONT> If you limit this sharing and you have a joint account, your decision will be applied to all owners of the account. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">We will limit access to your personal account information to those agents and vendors who need to know that information to provide products
and services to you. Your information is not provided by us to nonaffiliated third parties for marketing purposes. We maintain physical, electronic, and procedural safeguards to guard your <FONT STYLE="white-space:nowrap">non-public</FONT> personal
information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Notice related to the California Consumer Privacy Act (CCPA) and to &#147;natural persons&#148; residing in the State of California
</I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine collects and uses information that identifies, describes, references, links or relates to, or is associated with, a
particular consumer or device (&#147;Personal Information&#148;). Personal Information we collect from our customers, website visitors and consumers is covered under the Gramm-Leach-Bliley Act and is therefore excluded from the scope of the
California Consumer Privacy Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Notice to &#147;natural persons&#148; residing in the European Economic Area (the &#147;EEA&#148;) </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If you reside in the EEA, we may transfer your personal information outside the EEA, and will ensure that it is protected and transferred in a
manner consistent with legal requirements applicable to the information. This can be done in a number of different ways, for instance: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the country to which we send the personal information may have been assessed by the European Commission as
providing an &#147;adequate&#148; level of protection for personal data; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the recipient may have signed a contract based on standard contractual clauses approved by the European
Commission; or </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">where the recipient is located in the U.S., it may be a certified member of
<FONT STYLE="white-space:nowrap">the&nbsp;EU-U.S.&nbsp;Privacy</FONT> Shield scheme. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In other circumstances, the law
may permit us to otherwise transfer your personal information outside the EEA. In all cases, however, any transfer of your personal information will be compliant with applicable data protection law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Retention of personal information and security </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Your personal information will be retained for as long as required: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">for the purposes for which the personal information was collected; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">in order to establish or defend legal rights or obligations or to satisfy any reporting or accounting
obligations; and/or </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">as required by data protection laws and any other applicable laws or regulatory requirements, including, but
not limited to, U.S. laws and regulations applicable to our business. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">We will undertake commercially reasonable efforts
to protect the personal information that we hold with appropriate security measures. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Access To and Control of Your Personal Information </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">110 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Depending on your country of domicile, you may have the following rights in respect of the
personal information about you that we process: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the right to access and port personal information; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the right to rectify personal information; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the right to restrict the use of personal information; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the right to request that personal information is erased; and </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the right to object to processing of personal information. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although you have the right to request that your personal information be deleted at any time, applicable laws or regulatory requirements may
prohibit us from doing so. If you are an investor in the DoubleLine funds, certain of the rights described above that may apply to direct clients of DoubleLine domiciled or resident outside the United States will not apply to you. In addition, if
you invest in a DoubleLine fund through a financial intermediary, DoubleLine may not have access to personal information about you. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If
you wish to exercise any of the rights set out above, please contact privacy@doubleline.com. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>Changes to DoubleLine&#146;s Privacy Policy </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As required by U.S. federal law, DoubleLine will notify customers of DoubleLine&#146;s Privacy Policy annually. DoubleLine reserves the right
to modify its privacy policy at any time, but in the event that there is a change that affects the content of this notice materially, DoubleLine will promptly inform its customers of that change, in accordance with applicable law. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">111 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_22"></A>INCORPORATION OF CERTAIN INFORMATION BY REFERENCE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to rules issued by the SEC as a part of the Securities Offering Reform for
<FONT STYLE="white-space:nowrap">Closed-End</FONT> Investment Companies, the Fund is permitted to &#147;incorporate by reference&#148; information filed with the SEC, which means that the Fund can disclose important information to shareholders by
referring to those documents. Information incorporated by reference is considered to be part of this Prospectus, and later information the Fund files with the SEC will automatically update and supersede this information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The documents listed below, and any reports and other documents subsequently filed with the SEC pursuant to
Section&nbsp;30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering will also be incorporated by reference into this Prospectus and deemed to be part of this Prospectus from the
date of the filing of such reports and documents: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s Statement of Additional Information, dated September&nbsp;30, 2020, filed with this
Prospectus; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <U><FONT COLOR="#0000ff"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312520155933/d895260dncsrs.htm">Semi-Annual
 Report</A></FONT></U> on Form <FONT STYLE="white-space:nowrap">N-CSR,</FONT> filed on May&nbsp;29, 2020; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <U><FONT COLOR="#0000ff"><A HREF="http://www.sec.gov/Archives/edgar/data/1525201/000089418920000180/def14a.htm">Proxy
 Statement</A></FONT></U> on Form DEF 14A, filed on January&nbsp;10, 2020; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <U><FONT COLOR="#0000ff"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312519305174/d776049dncsr.htm">Annual
 Report</A></FONT></U> on Form <FONT STYLE="white-space:nowrap">N-CSR,</FONT> filed on December&nbsp;3, 2019; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <U><FONT COLOR="#0000ff"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513152467/d520395d8a12b.htm">description
 of Common Shares</A></FONT></U> on Form <FONT STYLE="white-space:nowrap">8-A,</FONT> filed on April&nbsp;12, 2013. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s periodic reports filed pursuant to Section&nbsp;30(b)(2) of the 1940 Act and Sections 13 or 15(d) of the
Exchange Act, as well as this Prospectus are available on the Fund&#146;s website at www.doublelinefunds.com. Other information contained on the website is not incorporated into this Prospectus and you should not consider information contained on
the website to be part of this Prospectus. You may also request a copy of these filings (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents) and any other information incorporated by reference
into this Prospectus or the SAI upon written or oral request at no cost by contacting your financial intermediary if you invest through a financial intermediary. If you are a direct investor, you may call
<FONT STYLE="white-space:nowrap">877-DLINE11</FONT> <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311),</FONT></FONT> send an email request to<FONT STYLE="font-family:Times New Roman; font-size:10pt" COLOR="#0000ff">
<U>fundinfo@doubleline.com</U></FONT><FONT STYLE="font-family:Times New Roman"> or write to the Fund at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071. </FONT></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the SEC maintains a website at
<U><FONT STYLE="font-family:Times New Roman" COLOR="#0000ff">www.sec.gov</FONT></U><FONT STYLE="font-family:Times New Roman"> that contains these reports, proxy and information statements, and other information, including filings on Form <FONT
STYLE="white-space:nowrap">N-PORT</FONT> and <FONT STYLE="white-space:nowrap">N-CEN,</FONT> regarding issuers that file electronically with the SEC, including the Fund. </FONT></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">112 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tx920962_23"></A>APPENDIX A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DESCRIPTION OF S&amp;P GLOBAL RATINGS (&#147;S&amp;P&#148;), MOODY&#146;S INVESTORS SERVICE, INC. (&#147;MOODY&#146;S&#148;) RATINGS AND
FITCH, INC. (&#147;FITCH&#148;) RATINGS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>S&amp;P </I></B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>AAA</B> &#150; An obligation rated &#145;AAA&#146; has the highest rating assigned by S&amp;P. The obligor&#146;s capacity to meet its
financial commitments on the obligation is extremely strong. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>AA</B> &#150; An obligation rated &#145;AA&#146; differs from the
highest-rated obligations only to a small degree. The obligor&#146;s capacity to meet its financial commitments on the obligation is very strong. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>A</B> &#150; An obligation rated &#145;A&#146; is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor&#146;s capacity to meet its financial commitments on the obligation is still strong. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>BBB</B> &#150; An obligation rated &#145;BBB&#146; exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to weaken the obligor&#146;s capacity to meet its financial commitments on the obligation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>BB,
B, CCC, CC, and C &#150;</B> Obligations rated &#145;BB&#146;, &#145;B&#146;, &#145;CCC&#146;, &#145;CC&#146;, and &#145;C&#146; are regarded as having significant speculative characteristics. &#145;BB&#146; indicates the least degree of speculation
and &#145;C&#146; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>BB</B> &#150; An obligation rated &#145;BB&#146; 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&#146;s inadequate capacity to meet its financial commitments on the obligation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>B</B> &#150; An obligation rated &#145;B&#146; is more vulnerable to nonpayment than obligations rated &#145;BB&#146;, 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&#146;s capacity or willingness to meet its financial commitments on the obligation.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>CCC</B> &#150; An obligation rated &#145;CCC&#146; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>CC</B> &#150; An obligation rated &#145;CC&#146; is currently highly vulnerable to nonpayment. The
&#145;CC&#146; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>C</B> &#150; An obligation rated &#145;C&#146; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>D</B> &#150; An obligation rated
&#145;D&#146; is in default or in breach of an imputed promise. For <FONT STYLE="white-space:nowrap">non-hybrid</FONT> capital instruments, the &#145;D&#146; 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 &#145;D&#146; 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. A rating on an obligation is lowered to &#145;D&#146; if it is subject to a distressed
exchange offer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">* Ratings from &#145;AA&#146; to &#145;CCC&#146; may be modified by the addition of a plus (+) or minus (-) sign to show
relative standing within the rating categories. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Moody&#146;s </I></B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Aaa</B> &#150; Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-1 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Aa</B> &#150; Obligations rated Aa are judged to be of high quality and are subject to very
low credit risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>A</B> &#150; Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Baa</B> &#150; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Ba</B> &#150; Obligations rated Ba are judged to be speculative and are subject to substantial credit
risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>B</B> &#150; Obligations rated B are considered speculative and are subject to high credit risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Caa</B> &#150; Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Ca</B> &#150; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>C</B> &#150; Obligations rated C are the lowest rated and are typically in default, with little prospect for
recovery of principal or interest. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Note: Moody&#146;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 <FONT STYLE="white-space:nowrap">mid-range</FONT> ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category. Additionally, a &#147;(hyb)&#148; indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.* </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>* 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. </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Fitch </I></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">AAA: Highest credit quality. &#147;AAA&#148; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">AA: Very high credit quality. &#147;AA&#148; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A: High credit quality.
&#147;A&#148; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">BBB: Good credit quality. &#147;BBB&#148; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">BB: Speculative. &#147;BB&#148; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">B: Highly speculative. &#147;B&#148; 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">CCC: Substantial credit risk. Default is a real possibility. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">CC: Very high levels of credit risk. Default of some kind appears probable. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">C: Near default. 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 &#147;C&#148; category rating for an issuer include: (a)&nbsp;the issuer has entered into a grace or cure period following <FONT
STYLE="white-space:nowrap">non-payment</FONT> of a material financial obligation; (b)&nbsp;the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; (c)&nbsp;the
formal announcement by the issuer or their agent of a distressed debt exchange; (d)&nbsp;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">RD: Restricted default. &#147;RD&#148; ratings indicate an issuer that in
Fitch&#146;s opinion has experienced: (a)&nbsp;an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation, but (b)&nbsp;has not entered into bankruptcy filings, administration, receivership,
liquidation, or other formal <FONT STYLE="white-space:nowrap">winding-up</FONT> procedure, and (c)&nbsp;has not otherwise ceased operating. This would include: (i)&nbsp;the selective payment default on a specific class or currency of debt;
(ii)&nbsp;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; (iii)&nbsp;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; ordinary execution of a distressed debt exchange on one or more material financial obligations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">D: Default. &#147;D&#148; ratings indicate an issuer that in Fitch&#146;s opinion has entered into bankruptcy filings, administration,
receivership, liquidation or other formal <FONT STYLE="white-space:nowrap">winding-up</FONT> procedure or that has otherwise ceased business. Default ratings are not assigned prospectively to entities or their obligations; within this context, <FONT
STYLE="white-space:nowrap">non-payment</FONT> 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. In all cases, the assignment of a default rating reflects the agency&#146;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&#146;s financial obligations or local commercial practice. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-3 </P>


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<IMG SRC="g939519g0925095738813.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>PROSPECTUS SUPPLEMENT </U></B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(to Prospectus dated September&nbsp;30, 2020) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Income Solutions Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Up to $500,000,000 of Common Shares </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Income Solutions Fund (the &#147;Fund&#148;) has entered into a distribution agreement dated September 30, 2020 (the
&#147;Distribution Agreement&#148;) with Foreside Fund Services, LLC (the &#147;Distributor&#148;), relating to the Fund&#146;s common shares of beneficial interest, par value $0.00001 per share (&#147;Common Shares&#148;), offered by this
Prospectus Supplement and the accompanying Prospectus. The Distributor has entered into a <FONT STYLE="white-space:nowrap">sub-placement</FONT> agent agreement dated September 30, 2020 (the <FONT STYLE="white-space:nowrap">&#147;Sub-Placement</FONT>
Agent Agreement&#148; and, together with the Distribution Agreement, the &#147;Sales Agreements&#148;) with UBS Securities LLC (the <FONT STYLE="white-space:nowrap">&#147;Sub-Placement</FONT> Agent&#148; and, together with the Distributor, the
&#147;Sales Agents&#148;), relating to the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the <FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent Agreement, the Fund may
offer up to $500,000,000 Common Shares, par value $0.00001 per share, from time to time through the <FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent, as its agent for the offer and sale of the Common Shares. As of August&nbsp;31, 2020,
the Fund has sold pursuant to a prior registration statement an aggregate of 101,956,908 Common Shares. Under the Investment Company Act of 1940, as amended (the &#147;1940 Act&#148;), the Fund may not sell any Common Shares at a price below the
current net asset value of such common shares, exclusive of any distributing commission or discount. The Fund&#146;s primary investment objective is to seek high current income; its secondary objective is to seek capital appreciation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s outstanding Common Shares are listed on the New York Stock Exchange (&#147;NYSE&#148;) under the symbol &#147;DSL,&#148; as
will be the Common Shares offered in this Prospectus Supplement and the accompanying Prospectus, subject to notice of issuance. The last reported sale price for the Common Shares on August&nbsp;31, 2020, was $16.05 per Common Share. The net asset
value of the Common Shares at the close of business on August&nbsp;31, 2020, was $16.48 per Common Share. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Sales of the Common Shares, if
any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or transactions that are deemed to be &#147;at the market&#148; as defined in Rule 415 under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange at prices related to the prevailing market prices or at negotiated prices. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Distributor will be entitled to compensation of up to 1.00% of the gross proceeds with respect to sales of the Common Shares actually
effected by it under the Distribution Agreement. Out of this commission rate, the Distributor will compensate the <FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent at a rate of 0.80% of the gross proceeds of the sale of Common Shares sold
through the <FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent. In connection with the sale of the Common Shares on behalf of the Fund, the Distributor may be deemed to be an &#147;underwriter&#148; within the meaning of the Securities Act
and the compensation of the Distributor may be deemed to be underwriting commissions or discounts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
<FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent is not required to sell any specific number or dollar amount of Common Shares, but will use its reasonable best efforts to sell the Common Shares offered by this Prospectus Supplement and
the accompanying Prospectus. There is no arrangement for Common Shares to be received in an escrow, trust or similar arrangement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Before buying any of
the Fund&#146;s Common Shares, you should read the discussion of the principal risks of investing in the Fund set forth under &#147;Prospectus Supplement Summary &#150; Risks&#148; on page <FONT STYLE="white-space:nowrap">S-2</FONT> of this
Prospectus Supplement and &#147;Principal Risk Factors&#148; beginning on page 61 of the accompanying Prospectus. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Neither the U.S. Securities and
Exchange Commission (the &#147;SEC&#148;) 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>The date of this Prospectus Supplement is September&nbsp;30, 2020 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Beginning on January&nbsp;1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund&#146;s annual and semi-annual
shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund&#146;s website (www.doublelinefunds.com), and you will be notified by mail each
time a report is posted and </P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">provided with a website link to access the report. If you already elected to receive shareholder
reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary
(such as a broker-dealer or bank). You may elect to receive all future reports in paper free of charge. You can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Your election to
receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">You should read
this Prospectus Supplement together with the accompanying Prospectus, which contain important information about the Fund, carefully before you invest in the Common Shares. Please retain this Prospectus Supplement and the accompanying Prospectus for
future reference. It sets forth concisely the information about the Fund that a prospective investor ought to know before investing in the Fund. The Fund has filed with the SEC a statement of additional information (&#147;SAI&#148;) dated
September&nbsp;30, 2020, containing additional information about the Fund. The SAI is incorporated by reference into this Prospectus Supplement and the accompanying Prospectus, which means it is part of this Prospectus Supplement and the
accompanying Prospectus for legal purposes. The Fund also produces both annual and semi-annual reports that contain important information about the Fund. All subsequent annual reports that the Fund files with the SEC are also incorporated by
reference into this Prospectus Supplement and the accompanying Prospectus, until the date on which the Fund files an amendment to this Prospectus Supplement and the accompanying Prospectus that indicates the offering has been terminated. Copies of
the SAI and the Fund&#146;s annual and semi-annual reports may be obtained upon request, without charge, by calling toll-free (877)&nbsp;DLine11 <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311)</FONT></FONT> or by
writing to the Fund at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071. You also may call this toll-free telephone number to request other information about the Fund or to make shareholder inquiries. The annual report and the
semi-annual report are available on the Fund&#146;s website at www.doublelinefunds.com. Information on, or accessible through, the Fund&#146;s website is not a part of, and is not incorporated into, this Prospectus Supplement or the accompanying
Prospectus. You may review information about the Fund, including the SAI, reports and other information about the Fund on the EDGAR Database on the SEC&#146;s Internet site at www.sec.gov. You may get copies of this information, with payment of a
duplication fee, by electronic request at the following <FONT STYLE="white-space:nowrap">E-mail</FONT> address: publicinfo@sec.gov. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund&#146;s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other government agency. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-ii </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toca"></A>TABLE OF CONTENTS </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Prospectus Supplement </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_1">About this Prospectus Supplement</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-1</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP>&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_2">Prospectus Supplement Summary</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-2</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_3">Summary of Fund Expenses</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-4</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_4">Use of Proceeds</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-5</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
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<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_5">Capitalization</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-5</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_6">Market and Net Asset Value</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-6</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_7">Plan of Distribution</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-6</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_8">Legal Matters</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-7</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_9">Additional Information</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-7</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_10">Incorporation of Certain Information by Reference</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">S-8</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="tocb"></A>Prospectus </B></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="48%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="44%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_1">Prospectus Summary</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><A HREF="#tx939519_12">Description of Shares</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">98</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_2">Summary of Fund Expenses</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">32</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_13">Anti-Takeover and Other Provisions in the Declaration of
Trust</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">99</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_3">The Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">34</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="#tx939519_14">Repurchase of Common Shares; Conversion to <FONT
STYLE="white-space:nowrap">Open-End</FONT> Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">100</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_4">Use of Proceeds</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">34</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_15">Tax Matters</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">101</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_5">The Fund&#146;s Investment Objectives and Strategies</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">34</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_16">Plan of Distribution</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">106</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_6">Leverage</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">57</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_17">Custodian and Transfer Agent</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">107</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_7">Principal Risk Factors</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">61</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_18">Independent Registered Public Accounting Firm</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">107</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_8">Management of the Fund</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">91</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_19">Legal Matters</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">107</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_9">Market and Net Asset Value</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">93</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_20">Table of contents for the Statement of Additional
Information</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">108</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_10">Distributions</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">95</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_21">Privacy Policy</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">109</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#supp939519_11">Dividend Reinvestment Plan</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">96</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_22">Incorporation of Certain Information by Reference</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">112</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#tx939519_23">Appendix A&#151;Description of Securities Ratings</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">A-1</FONT></TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-iii </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_1"></A>About this Prospectus Supplement </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus.
The Fund has not authorized anyone to provide you with inconsistent information. If anyone provides you with inconsistent information, you should not assume that the Fund has authorized or verified it. The Fund is not making an offer of these
securities in any state where the offer is not permitted. You should not assume that the information contained in this Prospectus Supplement or the accompanying Prospectus is accurate as of any date other than the date on the front of this
Prospectus Supplement or the accompanying Prospectus. The Fund&#146;s business, financial condition, results of operations and prospects may have changed since that date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">This document has two parts. The first part is this Prospectus Supplement, which describes the terms of this offering of Common Shares and
also adds to and updates information contained in the accompanying Prospectus. The second part is the accompanying Prospectus, which gives more general information and disclosure. To the extent the information contained in this Prospectus Supplement
differs from or is additional to the information contained in the accompanying Prospectus, you should rely only on the information contained in this Prospectus Supplement. You should read this Prospectus Supplement and the accompanying Prospectus
before investing in the Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">This Prospectus Supplement, the accompanying Prospectus, and the Fund&#146;s SAI, including
documents incorporated by reference, contain &#147;forward-looking statements.&#148; Forward-looking statements can be identified by the words &#147;may,&#148; &#147;will,&#148; &#147;intend,&#148; &#147;expect,&#148; &#147;estimate,&#148;
&#147;continue,&#148; &#147;plan,&#148; &#147;anticipate,&#148; and similar terms and the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those
contemplated by the forward-looking statements. Several factors that could materially affect the Fund&#146;s actual results are the performance of the portfolio of securities held by the Fund, the conditions in the U.S. and international financial
and other markets, the price at which the Fund&#146;s Common Shares will trade in the public markets and other factors discussed in the Fund&#146;s periodic filings with the SEC. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although the Fund believes that the expectations expressed in its forward-looking statements are reasonable, actual results could differ
materially from those expressed or implied in its forward-looking statements. The Fund&#146;s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks
and uncertainties, such as those disclosed in the &#147;Principal Risk Factors&#148; section of the accompanying Prospectus. You are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained
or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus are made as of the date of this Prospectus Supplement or the accompanying Prospectus, as the case may be. Except for the Fund&#146;s ongoing obligations under
the federal securities laws, the Fund does not intend, and the Fund undertakes no obligation, to update any forward-looking statement. The forward-looking statements contained in this Prospectus Supplement, the accompanying Prospectus and the
Fund&#146;s Statement of Additional Information are excluded from the safe harbor protection provided by Section&nbsp;27A of the Securities Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Currently known risk factors that could cause actual results to differ materially from the Fund&#146;s expectations include, but are not
limited to, the factors described in the &#147;Principal Risk Factors&#148; section of the accompanying Prospectus. The Fund urges you to review carefully those sections for a more detailed discussion of the risks of an investment in its securities.
</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-1 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<div style ="BORDER-BOTTOM:1.00pt solid #000000;BORDER-LEFT:1.00pt solid #000000;BORDER-RIGHT:1.00pt solid #000000;BORDER-TOP:1.00pt solid #000000;MARGIN-LEFT:0px; MARGIN-RIGHT:0px;max-width:100%"><div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><A NAME="supp939519_2"></A>Prospectus Supplement Summary </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>This is only a summary. This summary may not contain all of the information that you should consider before investing in common shares of
beneficial interest (&#147;Common Shares&#148;) of DoubleLine Income Solutions Fund (the &#147;Fund&#148;). You should review the more detailed information contained in this Prospectus Supplement, in the accompanying Prospectus, and in the statement
of additional information (the &#147;SAI&#148;). In particular, you should carefully read the principal risks of investing in the Fund&#146;s Common Shares, as discussed under &#147;Principal Risk Factors&#148; beginning on page 61 of the
accompanying Prospectus. </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>THE FUND </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Income Solutions Fund (the &#147;Fund&#148;) is a diversified, <FONT STYLE="white-space:nowrap">closed-end</FONT> management
investment company that commenced operations on April&nbsp;26, 2013. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Common Shares are listed on the New York Stock Exchange
(&#147;NYSE&#148;) under the symbol &#147;DSL.&#148; As of August&nbsp;31, 2020, the net assets of the Fund attributable to Common Shares were $1,679,792,659 and the Fund had outstanding 101,956,908 Common Shares. The last reported sale price of the
Common Shares, as reported by the NYSE on August&nbsp;31, 2020 was $16.05 per Common Share. The net asset value (&#147;NAV&#148;) of the Common Shares at the close of business on August&nbsp;31, 2020 was $16.48 per Common Share. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>INVESTMENT OBJECTIVES AND STRATEGIES </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment
Objectives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s primary investment objective is to seek high current income and its secondary objective is to seek capital
appreciation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Principal Investment Strategies </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will seek to achieve its investment objectives by investing in a portfolio of investments selected for their potential to provide
high current income, growth of capital, or both. The Fund may invest in debt securities and other income-producing investments anywhere in the world, including in emerging markets. The Fund&#146;s investment adviser, DoubleLine Capital
LP&nbsp;(&#147;DoubleLine&#148; or the &#147;Adviser&#148;), allocates the Fund&#146;s assets among debt security market sectors, and among investments within those sectors, in an attempt to construct a portfolio providing the potential for a high
level of current income and for capital appreciation consistent with what DoubleLine considers an appropriate level of risk in light of market conditions prevailing at the time. For a complete description of the Fund&#146;s principal investment
strategies, please refer to the accompanying Prospectus. The types of securities and instruments in which the Fund may invest are summarized under &#147;Portfolio Contents&#148; in the accompanying Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>RISKS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An investment in the Fund
involves a wide variety of risks, any one of which can significantly and adversely affect the value of an investment in the Fund. Those risks arise from, among other things, the Fund&#146;s ability to invest in debt securities that are at the time
of investment rated below investment grade or unrated securities judged by DoubleLine to be of comparable quality (a category of investment that includes securities commonly referred to as &#147;high yield&#148; securities or &#147;junk
bonds&#148;). See &#147;Principal Risk Factors&#151;Below investment grade/high yield securities risk&#148; in the accompanying Prospectus. An investment in the Fund is also subject to the risk of the use of leverage. See &#147;Leverage&#148; and
&#147;Principal Risk Factors&#151;Leverage risk&#148; in the accompanying Prospectus. Investors should carefully consider the Fund&#146;s risks and investment objectives, as an investment in the Fund may not be appropriate for all investors and is
not designed to be a complete investment program. No assurance can be given that the Fund&#146;s investment objectives will be achieved. Before buying any of the Fund&#146;s Common Shares, you should read the discussion of the principal risks of
investing in the Fund set forth under &#147;Principal Risk Factors&#148; beginning on page 61 of the accompanying Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>INVESTMENT ADVISER
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine, with offices at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071, serves as the investment adviser of
the Fund. Subject to the oversight of the Fund&#146;s Board of Trustees, the Adviser is responsible for managing, either directly or through others selected by it, the investment activities of the Fund and the Fund&#146;s business affairs. The
Adviser will receive an annual management fee, computed and paid monthly, in an amount equal to 1.00% of the Fund&#146;s average daily total managed assets. &#147;Total managed assets&#148; means the total assets of the Fund (including assets
attributable to any reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities in respect of reverse repurchase
agreements, dollar roll transactions or similar transactions, and borrowings). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser was founded in December 2009. Jeffrey E.
Gundlach serves as the Chief Executive Officer and Chief Investment Officer of the Adviser. As of June&nbsp;30, 2020, the Adviser had approximately $137.4&nbsp;billion of assets under management. </P>
</div><br clear="All"></div><br clear="All">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-2 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<div style ="BORDER-BOTTOM:1.00pt solid #000000;BORDER-LEFT:1.00pt solid #000000;BORDER-RIGHT:1.00pt solid #000000;BORDER-TOP:1.00pt solid #000000;MARGIN-LEFT:0px; MARGIN-RIGHT:0px;max-width:100%"><div style="width:97%; margin-top:1.5%; margin-left:1.5%; margin-right:-1.25%">

 <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>THE OFFERING </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund has entered into a distribution agreement dated September 30, 2020 (the &#147;Distribution Agreement&#148;) with Foreside Fund
Services, LLC (the &#147;Distributor&#148;) relating to the Fund&#146;s Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. The Distributor has entered into a <FONT STYLE="white-space:nowrap">sub-placement</FONT>
agent agreement dated September 30, 2020 (the <FONT STYLE="white-space:nowrap">&#147;Sub-Placement</FONT> Agent Agreement&#148; and, together with the Distribution Agreement, the &#147;Sales Agreements&#148;) with UBS Securities LLC (the <FONT
STYLE="white-space:nowrap">&#147;Sub-Placement</FONT> Agent&#148; and, together with the Distributor, the &#147;Sales Agents&#148;) relating to the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance
with the terms of the Sales Agreements, the Fund may offer up to $500,000,000 Common Shares, par value $0.00001 per share, from time to time through the <FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent, as its agent for the offer and sale
of the Common Shares. As of August&nbsp;31, 2020, the Fund has sold pursuant to a prior registration statement an aggregate of 101,956,908 Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s outstanding Common Shares are listed on the New York Stock Exchange (&#147;NYSE&#148;) under the symbol &#147;DSL,&#148; as
will be the Common Shares offered in this Prospectus Supplement and the accompanying Prospectus, subject to notice of issuance. The last reported sale price for the Common Shares on August&nbsp;31, 2020, was $16.05 per Common Share. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Sales of the Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or
transactions that are deemed to be &#147;at the market&#148; as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange at prices related to the
prevailing market prices or at negotiated prices. See &#147;Plan of Distribution&#148; in this Prospectus Supplement. The Common Shares may not be sold through agents, underwriters or dealers without delivery or deemed delivery of a prospectus and a
prospectus supplement describing the method and terms of the offering of the Fund&#146;s securities. The Fund may not sell any Common Shares at a price below the current net asset value per Common Share, plus the per Share amount of the commission
to be paid to the Distributor (the &#147;Minimum Price&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>USE OF PROCEEDS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will invest the net proceeds of this offering in accordance with the Fund&#146;s investment objectives and strategies as set forth in
the accompanying Prospectus. It is presently anticipated that the Fund will be able to invest substantially all of the net proceeds in investments that meet its investment objectives and policies within approximately 30 days of receipt by the Fund,
depending on the amount and timing of proceeds available to the Fund as well as the availability of investments consistent with the Fund&#146;s investment objectives and policies, and except to the extent proceeds are held in cash to pay dividends
or expenses or for temporary defensive purposes. See &#147;Use of Proceeds&#148; in this Prospectus Supplement. </P>
</div><br clear="All"></div><br clear="All">

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-3 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_3"></A>Summary of Fund Expenses </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table is intended to assist investors in understanding the fees and expenses (annualized) that an investor in
Common Shares of the Fund would bear, directly or indirectly, as a result of an offering. The table reflects the use of leverage in the form of borrowings (<I>e.g.</I>, loans, lines of credit) in an amount equal to 32.28% of the Fund&#146;s total
assets (including the amounts of leverage obtained through such borrowings), and shows Fund expenses as a percentage of net assets attributable to Common Shares. The percentage above does not reflect the Fund&#146;s use of other forms of economic
leverage, such as credit default swaps or other derivative instruments. The table and the example are based on the Fund&#146;s capital structure as of August&nbsp;31, 2020. The extent of the Fund&#146;s assets attributable to leverage following an
offering, and the Fund&#146;s associated expenses, are likely to vary (perhaps significantly) from these assumptions. </P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="54%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Shareholder Transaction Expenses</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Percentage of Offering Price</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Sales Load Paid by Investors<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.00%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Offering Expenses Borne by the
Fund<SUP STYLE="font-size:85%; vertical-align:top">(2)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.02%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Dividend Reinvestment Plan Fees<SUP STYLE="font-size:85%; vertical-align:top">(3)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">None</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Annual Expenses</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Percentage&nbsp;of&nbsp;Net&nbsp;Assets&nbsp;Attributable&nbsp;to&nbsp;Common&nbsp;Shares</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Management Fees<SUP STYLE="font-size:85%; vertical-align:top">(4)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.37%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Administration Fees<SUP STYLE="font-size:85%; vertical-align:top">(5)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.07%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Interest Expense on Borrowed
Funds<SUP STYLE="font-size:85%; vertical-align:top">(6)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.41%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Other Expenses<SUP STYLE="font-size:85%; vertical-align:top">(7) </SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.06%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total Annual Expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.91%</TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Represents the maximum commission with respect to the Common Shares being sold in this offering that the
Fund may pay to the Distributor in connection with sales of Common Shares effected by the Sales Agents in this offering. There is no guarantee that there will be any sales of Common Shares pursuant to this Prospectus Supplement and the accompanying
Prospectus. Actual sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus, if any, may be less than as set forth in this table. In addition, the price per share of any such sale may be greater or less than the price
set forth in this table, depending on the market price of the Common Shares at the time of any such sale. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Represents the estimated offering expenses as a percentage of the Common Share offering price at the NYSE
close on August&nbsp;31, 2020. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(3)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">You will pay brokerage charges if you direct your broker or the plan agent to sell your Common Shares that
you acquired pursuant to a dividend reinvestment plan. You will also bear a pro rata share of brokerage commissions incurred in connection with open-market purchases pursuant to the Fund&#146;s Dividend Reinvestment Plan. See &#147;Dividend
Reinvestment Plan&#148; in the accompanying Prospectus. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(4)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The Fund pays the Adviser a monthly management fee for its investment management services in an amount equal
to 1.00% of the Fund&#146;s average daily total managed assets. In accordance with the requirements of the Commission, the table above shows the Fund&#146;s management fee as a percentage of average net assets, which reflects the Fund&#146;s use of
leverage. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(5)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The Master Services Agreement between the Fund, U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank
Global Fund Services (the &#147;Administrator&#148;), and TS Capital, LLC (&#147;TSC&#148;) obligates the Fund to pay the Administrator a fee of 0.05% of the Fund&#146;s average total managed assets, for providing administration, bookkeeping,
pricing, and other services to the Fund. The Administrator will also be reimbursed by the Fund for <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses that are reasonably incurred by it and by TSC
in performing their duties under the Master Services Agreement. The Administrator (and not the Fund) will be responsible for compensating and reimbursing TSC from the fees and reimbursements paid to USBFS by the Fund. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(6)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Assumes the use of leverage in the form of borrowings representing 32.28% of the Fund&#146;s total assets
(including the amounts of leverage obtained through the use of such borrowings) at an annual effective interest rate cost to the Fund of 0.86%, which is based on the Fund&#146;s existing line of credit and on DoubleLine&#146;s assessment of current
market conditions. See &#147;Leverage &#151; Effects of Leverage&#148; and &#147;Leverage &#151; Credit Facility&#148; in the accompanying Prospectus. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(7)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Other expenses are estimated for the Fund&#146;s current fiscal year ending September&nbsp;30, 2020.
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>EXAMPLE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As required by relevant SEC regulations, the following example illustrates the expenses that you would pay on a $1,000
investment in Common Shares (including an assumed total sales load or commission of 1.00% and the other estimated costs of this offering to be borne by holders of Common Shares of 0.02%), assuming (a)&nbsp;the Fund&#146;s net assets do not increase
or decrease, (b)&nbsp;the Fund&#146;s total annual expenses are 1.91% of net assets attributable to Common Shares in years 1 through 10 (assuming the Fund obtains leverage through borrowings in an amount equal to 32.28% of the Fund&#146;s total
assets) and (c)&nbsp;a 5% annual return<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP>: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-4 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="88%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>&nbsp;&nbsp;1&nbsp;Year&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>&nbsp;&nbsp;3&nbsp;Years&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>&nbsp;&nbsp;5&nbsp;Years&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>&nbsp;&nbsp;10&nbsp;Years&nbsp;&nbsp;</B></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total Expenses Incurred</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$29</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$70</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$112</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$231</TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:11%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify"><B>The example above should not be considered a representation of future expenses. Actual expenses may be
higher or lower than those shown</B>. The example assumes that the estimated interest expense on borrowed funds and &#147;Other expenses&#148; set forth in the Annual Expenses table are accurate, that the rates listed under &#147;Total Annual
Expenses&#148; remain the same each year and that all dividends and distributions are reinvested at NAV. Actual expenses may be greater or less than those assumed. Moreover, the Fund&#146;s actual rate of return may be greater or less than the
hypothetical 5% annual return shown in the example. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_4"></A>Use of Proceeds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Sales of the Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or
transactions that are deemed to be &#147;at the market&#148; as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange at prices related to the
prevailing market prices or at negotiated prices. There is no guarantee that there will be any sales of the Common Shares pursuant to this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Common Shares under this
Prospectus Supplement and the accompanying Prospectus may be less than as set forth in this paragraph. In addition, the price per share of any such sale may be greater or less than the price set forth in this paragraph, depending on the market price
of the Common Shares at the time of any such sale. As a result, the actual net proceeds the Fund receives may be more or less than the amount of net proceeds estimated in this Prospectus Supplement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The net proceeds of the offering of Common Shares will be invested in accordance with the Fund&#146;s investment objectives and policies as
set forth in the accompanying Prospectus. It is presently anticipated that the Fund will be able to invest substantially all of the net proceeds in investments that meet its investment objectives and policies within approximately 30 days of receipt
by the Fund, depending on the amount and timing of proceeds available to the Fund as well as the availability of investments consistent with the Fund&#146;s investment objectives and policies, except to the extent proceeds are held in cash to pay
dividends or expenses, or for temporary defensive purposes. Pending such investment, the proceeds may be invested in high quality, short-term securities and/or index futures contracts or similar derivative instruments designed to give the Fund
exposure to the securities and markets in which it intends to invest while DoubleLine selects specific investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_5">
</A>Capitalization </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to the Sales Agreements, the Fund may offer and sell Common Shares having an aggregate offering price of
up to $500,000,000, from time to time through the <FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent as its agent for the offer and sale of the Common Shares under this Prospectus Supplement and the accompanying Prospectus. There is no
guarantee that there will be any sales of the Common Shares pursuant to this Prospectus Supplement and the accompanying Prospectus. The table below assumes that the Fund will sell 31,152,648 Common Shares at an assumed price of $16.05 per share (the
last reported sale price per share of the Common Shares on the NYSE on August&nbsp;31, 2020). Actual sales, if any, of the Common Shares, and the actual application of the proceeds thereof, under this Prospectus Supplement and the accompanying
Prospectus may be different than as set forth in the table below. In addition, the price per share of any such sale may be greater or less than $16.05, depending on the market price of the Common Shares at the time of any such sale. The Fund and the
Distributor will determine whether any sales of the Common Shares will be authorized on a particular day; the Fund and the Distributor, however, will not authorize sales of the Common Shares if the per share price of the shares is less than the
Minimum Price. The Fund and the Distributor will have full discretion regarding whether sales of Fund common shares will be authorized on a particular day and, if so, in what amounts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table sets forth the Fund&#146;s capitalization at September&nbsp;30, 2019 (a) on a historical basis, and (b)&nbsp;on a pro
forma basis as adjusted to reflect (i)&nbsp;the assumed sale of 31,152,648 Common Shares at an assumed price of $16.05 per share (the last reported sale price per share of the Common Shares on the NYSE on August&nbsp;31, 2020) in an offering under
this Prospectus Supplement and the accompanying Prospectus, and (ii)&nbsp;the investment of net proceeds assumed from such offering in accordance with the Fund&#146;s investment objectives and policies, after deducting the assumed commission of
$5,000,000 (representing an estimated commission to the Distributor of 1.00% of the gross proceeds in connection with sales of Common Shares, out of which the Distributor will compensate the <FONT STYLE="white-space:nowrap">Sub-Placement</FONT>
Agent at a rate of 0.80% of the gross sales proceeds of the sale of Common Shares sold through the <FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent) and estimated offering expenses payable by the Fund of $340,400. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-5 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="96%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="76%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>Actual</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>As&nbsp;Adjusted</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Common Shares:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:4.00em; font-size:10pt; font-family:Times New Roman">Common Shares, par value $0.00001 per share, unlimited shares authorized (101,583,998 shares outstanding as of
September&nbsp;30, 2019, and 132,736,646 shares estimated issued and outstanding as adjusted)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$ 1,016</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$1,327</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:5.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Paid-in-capital</FONT></FONT> in
excess of par</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">2,416,778,444</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">2,911,437,732</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Distributable Earnings (Accumulated Loss)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">(462,611,564)</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">(462,611,564)</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Net Assets Applicable to Holders of Common Shares</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1,954,167,896</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">2,448,827,495</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Capitalization</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$ &nbsp;&nbsp;&nbsp;&nbsp;19.24</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$18.45</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_6"></A>Market and Net Asset Value </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Common Shares have traded both at a premium and a discount to NAV. The following table sets forth, for each of the periods
indicated, the high and low closing market prices of the Fund&#146;s Common Shares on the NYSE, the high and low net asset value per Common Share and the high and low premium/discount to net asset value per Common Share. See &#147;Market and Net
Asset Value&#148; in the accompanying Prospectus for information as to how the Fund&#146;s net asset value is determined. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="82%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Quarter</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>Common&nbsp;share&nbsp;market&nbsp;price</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>Common&nbsp;share&nbsp;net&nbsp;asset&nbsp;value</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Premium&nbsp;(discount)&nbsp;as&nbsp;a&nbsp;%&nbsp;of</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>net asset value<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>High</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>Low</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>High</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>Low</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>High</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:10pt; font-family:Times New Roman; " ALIGN="center"><B>Low</B></P></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended June&nbsp;30, 2020</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$16.19</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$11.51</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$15.74</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$12.44</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">2.86%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-7.48%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended March&nbsp;31, 2020</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.06</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$10.49</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.13</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$12.50</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">4.62%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-16.08%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended December&nbsp;31, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.18</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.14</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.63</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$18.96</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">2.80%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.95%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended September&nbsp;30, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.78</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.27</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.49</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.03</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.42%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1.26%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended June&nbsp;30, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.44</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.43</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.34</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.89</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0.49%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-2.31%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended March&nbsp;31, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.97</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$17.33</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.99</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.03</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-0.10%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-8.93%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended December&nbsp;31, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.41</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$16.35</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.51</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$18.96</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-0.49%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-13.77%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended September&nbsp;30, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.59</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.99</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.63</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.20</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-0.19%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-1.04%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended June&nbsp;30, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.56</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.92</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.47</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.36</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-4.24%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-2.16%</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended March&nbsp;31, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$20.87</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.62</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.83</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.15</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-4.40%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-7.23%</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Quarter ended December&nbsp;31, 2017</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.46</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$19.96</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.87</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21.46</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-1.87%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">-6.99%</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP> Premium and discount information is shown for the
days when the Fund experienced its high and low closing market prices, respectively, per share during the respective quarter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund&#146;s NAV per Common Share at the close of business on August&nbsp;31, 2020 was $16.48 and the last reported sale price of a Common Share on the NYSE on that day was $16.05, representing a 2.61% discount to such NAV. As of August&nbsp;31,
2020, the net assets of the Fund attributable to Common Shares were $1,679,792,659 and the Fund had outstanding 101,956,908 Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_7"></A>Plan of Distribution </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund has entered into the Distribution Agreement with Foreside Fund Services, LLC pursuant to which the Fund may offer and sell up to
$500,000,000 Common Shares, from time to time, through the Distributor in transactions that are deemed to <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">be&nbsp;&#147;at-the-market&#148;&nbsp;as</FONT></FONT> defined in Rule 415
under the Securities Act. In accordance with the Distribution Agreement, the Distributor will use reasonable best efforts to sell the Common Shares. The price on any day at which Common Shares may be sold will not be less than the Minimum Price. The
Fund will determine whether any sales of Common Shares will be authorized on a particular day. The Fund, however, will not authorize sales of Common Shares if the price per share of the Common Shares is less than the Minimum Price. The Fund may
elect not to authorize sales of Common Shares on a particular day even if the price per share of the Common Shares is equal to or greater than the Minimum Price, or may only authorize a fixed number of Common Shares to be sold on any particular day.
The Fund will have full discretion regarding whether sales of Common Shares will be authorized on a particular day and, if so, in what amounts. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-6 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Distributor may enter
<FONT STYLE="white-space:nowrap">into&nbsp;sub-placement&nbsp;agent</FONT> agreements with one or more selected dealers. The Distributor has entered into <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> Agreement with UBS
Securities LLC pursuant to which the Fund may offer and sell the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus, from time to time, through
<FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent,</FONT> as&nbsp;its agent for the offer and sale of the Common Shares. In accordance with the terms of <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT>
Agreement, <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> will use its reasonable best efforts to sell the Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><FONT STYLE="white-space:nowrap">The&nbsp;Sub-Placement&nbsp;Agent</FONT> will provide written confirmation to the Distributor following the
close of trading on the day on which Common Shares are sold under <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> Agreement. Each confirmation will include the number of shares sold on the preceding day, the time of sale,
the gross sales price per each Common Share sold and the compensation payable by the Distributor to <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> in connection with the sales. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will compensate the Distributor with respect to sales of the Common Shares at a commission rate&nbsp;of 1.00% of the gross proceeds
of the sale of Common Shares. The Distributor will compensate <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> for its services in acting <FONT STYLE="white-space:nowrap">as&nbsp;sub-placement&nbsp;agent</FONT> in the sale
of Common Shares out of this commission at a rate 0.80% of the gross proceeds of the sale of Common Shares sold under <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> Agreement. There is no guarantee that there will be any
sales of the Common Shares pursuant to this Prospectus Supplement and the accompanying Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Settlement for sales of Common Shares
will occur on the second trading day following the date on which such sales are made, unless otherwise agreed to in writing by the Fund, the Distributor and <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent,</FONT> in return for
payment of the net proceeds to the Fund. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
connection with the sale of the Common Shares on the Fund&#146;s behalf, the Distributor may be deemed to be an &#147;underwriter&#148; within the meaning of the Securities Act, and the compensation of the Distributor may be deemed to be
underwriting commissions or discounts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Distributor has agreed to provide indemnification and contribution to <FONT
STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> and Fund against certain civil liabilities, including liabilities under the Securities Act, under <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> Agreement
and Distribution Agreement, respectively. The Fund has agreed to provide indemnification and contribution to the Distributor against certain civil liabilities, including liabilities under the Securities Act, under the Distribution Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The offering of the Common Shares pursuant to the Distribution Agreement and
<FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> Agreement will terminate upon the earlier of (1)&nbsp;the sale of all Common Shares subject to the Distribution Agreement or
<FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> Agreement; (2)&nbsp;termination of the Distribution Agreement by any party thereto upon sixty (60)&nbsp;days&#146; written notice to the other party or (3)&nbsp;termination of
<FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent</FONT> Agreement by any party thereto upon five days&#146; written notice to the other party thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><FONT STYLE="white-space:nowrap">The&nbsp;Sub-Placement&nbsp;Agent,</FONT> its affiliates or their respective employees hold or may hold in
the future, directly or indirectly, investment interests in the Fund. The interests held by <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent,</FONT> its affiliates or their respective employees are not attributable to, and no
investment discretion is held by, <FONT STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;Agent,</FONT> its affiliates or their respective employees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The principal business address of the Distributor is Three Canal Plaza, Suite 100, Portland, Maine 04101. The principal business address of <FONT
STYLE="white-space:nowrap">the&nbsp;Sub-Placement&nbsp;
Agent</FONT> is 1285 Avenue of the Americas, New York, New York 10019. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_8"></A>Legal Matters </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Ropes&nbsp;&amp; Gray LLP, which is serving as counsel to the Fund in connection with the offering, has opined on the legality of the issuance
of the Common Shares offered hereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_9"></A>Additional Information </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">This Prospectus Supplement and the accompanying Prospectus constitute part of a Registration Statement filed by the Fund with the SEC under
the Securities Act and the 1940 Act. This Prospectus Supplement and the accompanying Prospectus omit certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits
for further information with respect to the Fund and the Common Shares offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. The complete Registration Statement may be obtained from the SEC upon payment of the
fee prescribed by its rules and regulations or free of charge through the SEC&#146;s website (<FONT STYLE="font-family:Times New Roman; font-size:10pt" COLOR="#0000ff"><U>http://www.sec.gov</U></FONT><FONT STYLE="font-family:Times New Roman">).
</FONT></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-7 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="supp939519_10"></A>Incorporation of Certain Information by Reference </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">This Prospectus Supplement is part of the Fund&#146;s registration statement on file with the SEC. Pursuant to rules issued by the SEC as a
part of the Securities Offering Reform for <FONT STYLE="white-space:nowrap">Closed-End</FONT> Investment Companies, the Fund is permitted to &#147;incorporate by reference&#148; information filed with the SEC, which means that the Fund can disclose
important information to shareholders by referring to those documents. Information incorporated by reference is considered to be part of this Prospectus Supplement, and later information the Fund files with the SEC will automatically update and
supersede this information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The documents listed below, and any reports and other documents subsequently filed with the SEC pursuant to
Section&nbsp;30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering will also be incorporated by reference into this Prospectus Supplement and deemed to be part of this
Prospectus Supplement from the date of the filing of such reports and documents: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s Statement of Additional Information, dated September&nbsp;30, 2020, filed with this Prospectus
Supplement and the accompanying Prospectus </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312520155933/d895260dncsrs.htm"><U>Semi-Annual
 Report</U></A> on Form <FONT STYLE="white-space:nowrap">N-CSR,</FONT> filed on May&nbsp;29, 2020; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <A HREF="http://www.sec.gov/Archives/edgar/data/1525201/000089418920000180/def14a.htm"><U>Proxy Statement
</U></A> on Form DEF 14A, filed on January&nbsp;10, 2020; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312519305174/d776049dncsr.htm"><U>Annual
 Report</U></A> on Form <FONT STYLE="white-space:nowrap">N-CSR,</FONT> filed on December&nbsp;3, 2019; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513152467/d520395d8a12b.htm"><U>description
 of Common Shares</U></A> on Form <FONT STYLE="white-space:nowrap">8-A,</FONT> filed on April&nbsp;12, 2013. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s periodic reports filed pursuant to Section&nbsp;30(b)(2) of the 1940 Act and Sections 13 or 15(d) of the Exchange Act, as well
as this Prospectus Supplement are available on the Fund&#146;s website at <FONT STYLE="font-family:Times New Roman; font-size:10pt" COLOR="#0000ff"><U>www.doublelinefunds.com</U></FONT><FONT STYLE="font-family:Times New Roman">. Other information
contained on the website is not incorporated into this Prospectus Supplement and the accompanying Prospectus and you should not consider information contained on the website to be part of this Prospectus Supplement and the accompanying Prospectus.
You may also request a copy of these filings (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents) and any other information incorporated by reference into this Prospectus Supplement, the
Prospectus or the SAI upon written or oral request at no cost by contacting your financial intermediary if you invest through a financial intermediary. If you are a direct investor, you may call <FONT STYLE="white-space:nowrap">877-DLINE11</FONT> <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311),</FONT></FONT> send an email request to </FONT><FONT STYLE="font-family:Times New Roman; font-size:10pt" COLOR="#0000ff"><U>fundinfo@doubleline.com</U></FONT><FONT
STYLE="font-family:Times New Roman"> or write to the Fund at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071. </FONT></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
addition, the SEC maintains a website at www.sec.gov that contains these reports, proxy and information statements, and other information, including filings on Form <FONT STYLE="white-space:nowrap">N-PORT</FONT> and
<FONT STYLE="white-space:nowrap">N-CEN,</FONT> regarding issuers that file electronically with the SEC, including the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-8 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Up to $500,000,000 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:20pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Income Solutions Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Common Shares of Beneficial Interest </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Prospectus Supplement </B></P> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>September 30,
2020 </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Through and including October 25, 2020 (the 25th day after the date of this Prospectus) federal securities law may require all
dealers that effect transactions in these securities, whether or not participating in this offering, to deliver a prospectus. This requirement is in addition to the dealers&#146; obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="center">


<IMG SRC="g939519g0925095739187.jpg" ALT="LOGO">
 </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">S-9 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="center">


<IMG SRC="g920962g0925074055922.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INCOME SOLUTIONS FUND </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>STATEMENT OF ADDITIONAL INFORMATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Income Solutions Fund (the &#147;Fund&#148;) is a diversified, <FONT STYLE="white-space:nowrap">closed-end</FONT>
management investment company that commenced operations on April&nbsp;26, 2013. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">This Statement of Additional Information (the
&#147;SAI&#148;) relating to shares of the Fund (&#147;Common Shares&#148;) is not a prospectus, and should be read in conjunction with the Fund&#146;s prospectus relating thereto dated September&nbsp;30, 2020 (the &#147;Prospectus&#148;). This SAI
does not include all information that a prospective investor should consider before purchasing Common Shares, and investors should obtain and read the Prospectus prior to purchasing such shares. You may obtain a copy of the Prospectus on the web
site (http://www.sec.gov) of the Securities and Exchange Commission (&#147;SEC&#148;). Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">This Statement of Additional Information is dated September 30, 2020 </P>

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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>TABLE OF CONTENTS </B></P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD WIDTH="96%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_1">THE FUND</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">3</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_2">INVESTMENT RESTRICTIONS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">3</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_3">INVESTMENT OBJECTIVES AND STRATEGIES</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_4">MANAGEMENT OF THE FUND</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">66</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_5">INVESTMENT MANAGER</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">75</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_6">PORTFOLIO MANAGERS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">77</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_7">PORTFOLIO TRANSACTIONS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">82</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_8">ANTI-TAKEOVER AND OTHER PROVISIONS IN THE DECLARATION OF
TRUST</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">85</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_9">REPURCHASE OF COMMON SHARES; CONVERSION TO <FONT
STYLE="white-space:nowrap">OPEN-END</FONT> FUND</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">86</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_10">TAX MATTERS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">88</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_11">CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSEMENT AGENT</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">101</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_12">INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">101</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_13">INCORPORATION OF CERTAIN INFORMATION BY REFERENCE</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">101</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_14">FINANCIAL STATEMENTS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">103</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_15">APPENDIX A &#151; PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
 </A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">A-1</FONT></TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><A HREF="#sai920962_16">APPENDIX B &#151; PROXY VOTING GUIDELINES </A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-1</FONT></TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE>

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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_1"></A>THE FUND </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund is a diversified, <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company formed on
January&nbsp;10, 2013 as a Massachusetts business trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_2"></A>INVESTMENT RESTRICTIONS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Fundamental Investment Policies </B></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The investment policies numbered 1 through 7 below have been adopted as fundamental policies for the Fund and may not be
changed without the vote of a majority of the outstanding voting securities of the Fund (as defined in the Investment Company Act of 1940, as amended (the &#147;1940 Act&#148;)). The 1940 Act provides that a &#147;vote of a majority of the
outstanding voting securities&#148; of the Fund means the affirmative vote of the lesser of (1)&nbsp;more than 50% of the outstanding shares of the Fund, or (2)&nbsp;67% or more of the shares present at a meeting if more than 50% of the outstanding
shares of the Fund are represented at the meeting in person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(1) The Fund may issue senior securities to the extent
consistent with applicable law from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(2) The Fund may borrow money to the extent permitted by applicable law
from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(3) The Fund may not act as underwriter of securities of other issuers except to the extent that, in
connection with the disposition of portfolio securities or in connection with the purchase of securities directly from the issuer thereof, it may be deemed to be an underwriter under certain federal securities laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(4) The Fund may not purchase any security if as a result 25% or more of the Fund&#146;s total assets (taken at current value)
would be invested in a single industry (for purposes of this restriction, investment companies are not considered to constitute an industry). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(5) The Fund may make loans, including to affiliated investment companies, to the extent permitted by the 1940 Act, the rules
and regulations thereunder and any applicable exemptive relief. The Fund may purchase loan participations or otherwise invest in loans or similar obligations, and may make loans directly to issuers, itself or as part of a lending syndicate. The Fund
may purchase debt obligations or other financial instruments in which the Fund may invest consistent with its investment policies, enter into repurchase agreements, or lend its portfolio securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(6) The Fund may purchase or sell commodities to the extent permitted by applicable law from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(7) The Fund may not purchase or sell real estate. The Fund may, for clarity, (i)&nbsp;purchase interests in issuers which
deal or invest in real estate, including limited partnership interests of limited partnerships that invest or deal in real estate, (ii)&nbsp;purchase securities which are secured by real estate or interests in real estate, including real estate
mortgage loans, (iii)&nbsp;invest in loans collateralized by real estate and (iv)&nbsp;hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of investments which are secured by real
estate or interests therein. (For purposes of this restriction, investments by the Fund in mortgage-backed securities and other securities representing interests in mortgage pools shall not constitute the purchase or sale of real estate.) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund interprets its policies that permit actions or investments that are consistent with or permitted by applicable law to
allow the Fund to make (without limitation) any investment, take any action, or omit to take any action that is permitted or consistent with interpretations and guidance regarding applicable law or exemptive or other relief from applicable law,
including guidance, interpretations or relief provided by an appropriate regulatory authority, from time to time. Except as stated elsewhere in the Fund&#146;s Prospectus or this SAI, to the extent the Fund has reserved the freedom to invest in a
type of investment or to utilize a particular investment practice, the Fund may invest in such investment or engage in such investment practice without limit. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">All percentage or other limitations on investments in the Fund&#146;s Prospectus and this SAI will apply only at the time of
an investment to which the policy or restriction is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not be considered in determining whether any investment complies with the Fund&#146;s restrictions and policies. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For purposes of applying the terms of Fundamental Investment Policy (4), the
Adviser will, on behalf of the Fund, make reasonable determinations as to the appropriate industry classification to assign to each issuer of securities in which the Fund invests. The definition of what constitutes a particular industry is therefore
an evolving one, particularly for industries or sectors within industries that are new or are undergoing rapid development. Some issuers could reasonably fall within more than one industry category. For example, some companies that sell goods over
the Internet (including issuers of securities in which the Fund may invest) were initially classified as Internet companies, but over time have evolved into the economic risk profiles of retail companies. The Adviser will use its reasonable efforts
to assign each issuer to the category which it believes is most appropriate. For purposes of applying the terms of Fundamental Investment Policy (4), the Fund expects to treat an investment in an investment company that concentrates its investments
in a particular industry as an investment by the Fund in that industry generally to the extent of the Fund&#146;s estimate of the underlying fund&#146;s investment in that industry for purposes of applying the Fund&#146;s limit on industry
concentration. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For purposes of the Fund&#146;s policies (including the fundamental policies discussed above), any actions
taken or omitted or investments made in reliance on, or in accordance with, exemptive relief, no action relief, interpretive guidance or other regulatory or governmental action or guidance, shall be considered to have been taken, made, or omitted in
accordance with applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will not enter into a derivatives transaction with a counterparty if,
immediately after and as a result of entering into that transaction, the aggregate amount of all obligations between the Fund and the counterparty, on a net basis, would be an obligation of the counterparty to the Fund equal to or greater than 25%
of the Fund&#146;s net asset value (&#147;NAV&#148;), the value of all such obligations to be determined in the same manner as they are determined for purposes of determining the Fund&#146;s NAV, except that an obligation of the counterparty to the
Fund will be reduced to the extent it is collateralized or margined for the benefit of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund determines
to issue preferred shares, it may apply for ratings for such preferred shares from Moody&#146;s Investors Service, Inc. (&#147;Moody&#146;s&#148;) Standard&nbsp;&amp; Poor&#146;s Rating Services (&#147;S&amp;P&#148;), Fitch, Inc. (&#147;Fitch&#148;)
and/or another nationally recognized statistical rating organization (each an &#147;NRSRO&#148; and collectively &#147;NRSROs&#148;). In order to obtain and maintain such ratings, the Fund may be required to comply with investment quality, and other
guidelines established by an NRSRO. Such guidelines will likely be more restrictive than the restrictions set forth in the Prospectus and this SAI. No minimum rating is required for the issuance of preferred shares by the Fund. Moody&#146;s, S&amp;P
and Fitch receive fees in connection with their ratings issuances. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_3"></A>INVESTMENT OBJECTIVES AND STRATEGIES
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Prospectus describes the Fund&#146;s principal investment strategies. The following provides
information that supplements the information provided in the Fund&#146;s Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unless a strategy, instrument or
policy described below is specifically prohibited by the investment restriction listed in the Fund&#146;s Prospectus, under &#147;Investment Restrictions&#148; in this SAI, or by applicable law, the Fund may, but will not necessarily, engage in each
of the investment practices described below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser&#146;s investment process may take into account a number of
factors. These factors may include, among others, standard of living convergence, consumer deleveraging, private sector debt transference and demographic shifts, position in the business cycle, sector returns, relative growth, monetary and fiscal
policy, risk integration, market sentiment, behavioral analysis, relative value, market technicals, and government and/or regulatory intervention. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will attempt to achieve its investment objectives by investing in a variety of investments (that may be obligations
of domestic or foreign entities), such as but not limited to (as specified in greater detail below): (i) U.S. Government securities; (ii)&nbsp;corporate debt securities, including bonds, notes and debentures; (iii)&nbsp;corporate and asset-backed
commercial paper; (iv)&nbsp;mortgage and other asset-backed securities, including collateralized mortgage obligations (&#147;CMOs&#148;), Real Estate Mortgage Investment Conduits (&#147;REMICs&#148;) and
<FONT STYLE="white-space:nowrap">Re-REMICs</FONT> (which are REMICs that have been resecuritized); (v) variable and floating rate debt securities (including inverse floaters); (vi) subordinated corporate, mortgage, and asset-backed securities;
(vii)&nbsp;equity securities; (viii)&nbsp;commodities; (ix) bank certificates of deposit; (x)&nbsp;fixed time deposits and bankers&#146; acceptances; (xi)&nbsp;money market securities; (xii)&nbsp;repurchase agreements and reverse repurchase
agreements; (xiii)&nbsp;hybrid securities; (xiv)&nbsp;obligations of foreign governments or their subdivisions, agencies and instrumentalities or foreign corporate issuers; (xv)&nbsp;loan participations and assignments; (xvi)&nbsp;commercial whole
mortgage loans; (xvii)&nbsp;derivatives (including but not limited to options or swap agreements such as credit default swaps and interest </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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rate swaps); (xviii) private placements, including Regulation S and Rule 144A securities; (xix)&nbsp;futures and options on futures relating to currencies, indexes and other financial factors;
(xx)&nbsp;bank loans; (xxi)&nbsp;defaulted debt securities; (xxii)&nbsp;mortgage dollar rolls; (xxiii)&nbsp;other mutual funds, including Exchange Traded Funds (&#147;ETFs&#148;), such as iShares; (xxiv)&nbsp;unrated securities;
(xxv)&nbsp;structured notes; (xxvi)&nbsp;municipal bonds and securities; (xxvii)&nbsp;collateralized loan obligations (&#147;CLOs&#148;) and (xxviii)&nbsp;perpetual maturity bonds. The Fund generally will invest in some, but generally not all, of
these types of investments at any given time. The above list of investments is not intended to be an exhaustive list of the types of investments in which the Fund may invest. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In attempting to achieve its investment objectives, the Fund may utilize, among others, one or more of the strategies or
securities set forth below. The Fund may, in addition, invest in other instruments (including derivative investments) or use other investment strategies that are developed or become available in the future and that are consistent with its objectives
and restrictions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Fixed-Income Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in fixed-income securities. Fixed-income securities include a broad array of short-, medium-, and
long-term obligations issued by the U.S. or foreign governments, government or international agencies and instrumentalities, and corporate and private issuers of various types. The maturity date is the date on which a fixed-income security matures.
This is the date on which the borrower must pay back the borrowed amount, which is known as the principal. Some fixed-income securities represent uncollateralized obligations of their issuers; in other cases, the securities may be backed by specific
assets (such as mortgages or other receivables) that have been set aside as collateral for the issuer&#146;s obligation. Fixed-income securities generally involve an obligation of the issuer to pay interest or dividends on either a current basis or
at the maturity of the security, as well as the obligation to repay the principal amount of the security at maturity. The rate of interest on fixed-income securities may be fixed, floating, or variable. Some securities pay a higher interest rate
than the current market rate. An investor may have to pay more than the security&#146;s principal to compensate the seller for the value of the higher interest rate. This additional payment is a premium. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Fixed-income securities are subject to, among other risks, credit risk, market risk, and interest rate risk. Except to the
extent values are affected by other factors such as developments relating to a specific issuer, generally the value of a fixed-income security can be expected to rise when interest rates decline and, conversely, the value of such a security can be
expected to fall when interest rates rise. Some fixed-income securities may be subject to extension risk. This is the risk that if interest rates rise, repayments of principal on certain debt securities, including, but not limited to, floating rate
loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities could lengthen as a result. Some fixed-income securities also involve prepayment or call risk. This is the risk that the
issuer will repay the Fund the principal on the security before it is due, thus depriving the Fund of a favorable stream of future interest or dividend payments. The Fund could buy another security, but that other security might pay a lower interest
rate. In addition, many fixed-income securities contain call or <FONT STYLE="white-space:nowrap">buy-back</FONT> features that permit their issuers to call or repurchase the securities from their holders. Such securities may present risks based on
payment expectations. If an issuer were to exercise a call option and redeem the security during times of declining interest rates, the Fund may realize a capital loss on its investment if the security was purchased at a premium and the Fund may be
forced to replace the called security with a lower yielding security. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Changes by NRSROs in their ratings of any
fixed-income security or the issuer of a fixed-income security and changes in the ability of an issuer to make payments of interest and principal may also affect the value of these investments. Changes in the value of portfolio securities generally
will not affect income derived from these securities, but will affect the Fund&#146;s performance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because interest rates
vary, it is impossible to predict the income, if any, for any particular period for the Fund that invests in fixed-income securities. Fluctuations in the value of the Fund&#146;s investments in fixed-income securities may adversely affect the
Fund&#146;s performance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Duration is an estimate of how much a bond fund&#146;s share price will fluctuate in response to
a change in interest rates. In general, the value of a fixed-income security with positive duration will generally decline if interest rates increase, whereas the value of a security with negative duration will generally decline if interest rates
decrease. If interest rates rise by one percentage point, the value of a portfolio of debt securities with an average duration of five years would be expected to decline by approximately 5%. If rates decrease by a percentage point, the value of
portfolio of debt securities with an average duration of five years would be expected to rise by approximately 5%. The greater the duration of a bond (whether </P>
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positive or negative), the greater its percentage price volatility due to changes in interest rates. Only a pure discount bond &#150; that is, one with no coupon or sinking-fund payments &#150;
has a duration equal to the remaining maturity of the bond, because only in this case does the present value of the final redemption payment represent the entirety of the present value of the bond. For all other bonds, duration is less than
maturity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in variable- or floating-rate securities that bear interest at rates subject to periodic
adjustment or provide for periodic recovery of principal on demand. Variable- and floating-rate securities may include, without limitations, floating rate notes issued by the U.S. Treasury, catastrophe and other event-linked bonds, bank capital
securities, unsecured bank loans, corporate bonds, money market instruments and certain types of mortgage-backed and other asset-backed securities. The value of the Fund&#146;s investment in certain of these securities may depend on the Fund&#146;s
right to demand that a specified bank, broker-dealer, or other financial institution either purchase such securities from the Fund at par or make payment on short notice to the Fund of unpaid principal and/or interest on the securities. These
securities are subject to, among others, interest rate risk and credit risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in commercial paper,
which is a short-term debt obligation that is usually issued by banks, corporations, and other borrowers and often sold on a discount basis in order to finance their current operations. Commercial paper is typically bought by investors to earn
returns on a short-term basis, and it is usually repaid at maturity by the issuer from the proceeds of the issuance of new commercial paper. As a result, investments in commercial paper are subject to the risk that the issuer cannot issue enough new
commercial paper to satisfy its outstanding commercial paper, also known as rollover risk. In addition, under certain circumstances commercial paper may become illiquid or may suffer from reduced liquidity. These instruments are generally unsecured,
which increases the credit risk associated with this type of investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Commercial paper purchasable by the Fund may
include &#147;Section&nbsp;4(a)(2) paper,&#148; a term that includes debt obligations issued in reliance on the &#147;private placement&#148; exemption from registration afforded by Section&nbsp;4(a)(2) of the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). Section&nbsp;4(a)(2) paper is restricted as to disposition under the Federal securities laws, and is frequently sold (and resold) to institutional investors such as the Fund through or with the assistance of investment
dealers who make a market in the Section&nbsp;4(a)(2) paper, thereby providing liquidity. Section&nbsp;4(a)(2) paper is sold to institutional investors who must agree to purchase the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in a transaction exempt from the registration requirements of the Securities Act. Section&nbsp;4(a)(2) paper normally is resold to other institutional investors like the Fund through or with the assistance of the
issuer or investment dealers that make a market in Section&nbsp;4(a)(2) paper. As a result, it is subject to liquidity risk, the risk that the securities may be difficult to value because of the absence of an active market, and the risk that it may
be sold only after considerable expense and delay, if at all. There can be no assurance that a liquid trading market will exist at any time for any particular Section&nbsp;4(a)(2) paper securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund also may purchase asset-backed commercial paper, which includes debt obligations issued in reliance on an exemption
from registration available in Section&nbsp;3(a)(3) of the Securities Act. Asset-backed commercial paper issued pursuant to Section&nbsp;3(a)(3) must not have a maturity exceeding nine months. Asset-backed commercial paper is subject to similar
liquidity risks associated with Section&nbsp;4(a)(2) paper described in the paragraph above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Generally, the Adviser uses
the terms debt security, debt obligation, fixed-income instrument and fixed-income security interchangeably. These terms should be considered to include any evidence of indebtedness, including, by way of example, a security or instrument having one
or more of the following characteristics: a security or instrument issued at a discount to its face value, a security or instrument that pays interest at a fixed, floating, or variable rate, or a security or instrument with a stated principal amount
that requires repayment of some or all of that principal amount to the holder of the security. These terms are interpreted broadly to include any instrument or security evidencing what is commonly referred to as an IOU rather than evidencing the
corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities. For this purpose, the terms also include instruments that are intended to provide one or more of the characteristics of a
direct investment in one or more debt securities. As new fixed-income instruments are developed, the Adviser may invest in those opportunities for the Fund as well. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Below Investment Grade/High Yield Investments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Debt securities that are, at the time of purchase, rated below investment grade (below Baa by Moody&#146;s and below BBB by
S&amp;P and Fitch), an equivalent rating assigned by another NRSRO or unrated but judged by DoubleLine to be of comparable quality include securities commonly referred to as &#147;high yield&#148; securities or &#147;junk bonds.&#148; Investments in
</P>
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high yield securities generally provide greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater
price volatility and principal and income risk, including the possibility of issuer default and bankruptcy. High yield securities are regarded as predominantly speculative with respect to the issuer&#146;s continuing ability to meet principal and
interest payments. Debt securities in the lowest investment grade category also may be considered to possess some speculative characteristics by certain rating agencies. In addition, analysis of the creditworthiness of issuers of high yield
securities may be more complex than for issuers of higher quality securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">High yield securities may be more
susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield
security prices because the advent of a recession could lessen the ability of an issuer to make principal and interest payments on its debt obligations. If an issuer of high yield securities defaults, in addition to risking <FONT
STYLE="white-space:nowrap">non-payment</FONT> of all or a portion of interest and principal, the Fund may incur additional expenses to seek recovery. The market prices of high yield securities structured as
<FONT STYLE="white-space:nowrap">zero-coupon,</FONT> <FONT STYLE="white-space:nowrap">step-up</FONT> or <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">payment-in-kind</FONT></FONT> securities (&#147;PIKs&#148;) will normally be
affected to a greater extent by interest rate changes, and therefore tend to be more volatile than the prices of securities that pay interest currently and in cash. DoubleLine seeks to reduce these risks through diversification, credit analysis and
attention to current developments and trends in both the economy and financial markets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The secondary market on which
high yield securities are traded may be less liquid than the market for investment grade securities. Less liquidity in the secondary trading market could adversely affect the price at which the Fund could sell a high yield security, and could
adversely affect the NAV of the shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly-traded market. When secondary
markets for high yield securities are less liquid than the market for investment grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in
the valuation because there is less reliable, objective data available. During periods of thin trading in these markets, the spread between bid and asked prices is likely to increase significantly and the Fund may have greater difficulty selling its
portfolio securities. The Fund will be more dependent on DoubleLine&#146;s research and analysis when investing in high yield securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A general description of the ratings of securities by Moody&#146;s, S&amp;P and Fitch is set forth in Appendix A to the
Prospectus. The ratings of Moody&#146;s, S&amp;P and Fitch represent their opinions as to the quality of the securities they rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently,
debt obligations with the same maturity, coupon and rating may have different yields while obligations with the same maturity and coupon with different ratings may have the same yield. For these reasons, the use of credit ratings as the sole method
of evaluating high yield securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield securities. Also, credit rating agencies may fail to change
credit ratings in a timely fashion to reflect events since the security was last rated. DoubleLine does not rely solely on credit ratings when selecting securities for the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s credit quality policies apply only at the time a security is purchased, and the Fund is not required to
dispose of a security in the event that a rating agency or DoubleLine downgrades its assessment of the credit characteristics of a particular issue. In determining whether to retain or sell such a security, DoubleLine may consider such factors as
DoubleLine&#146;s assessment of the credit quality of the issuer of such security, the price at which such security could be sold and the rating, if any, assigned to such security by other rating agencies. However, analysis of creditworthiness may
be more complex for issuers of high yield securities than for issuers of higher quality debt securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The lower
ratings of the high yield securities which the Fund will purchase reflect a greater possibility that the financial condition of the issuers, or adverse changes in general economic conditions, or both, may impair the ability of the issuers to make
payments of principal and interest. The market value of a single lower-rated debt security may fluctuate more than the market value of higher rated securities, since changes in the creditworthiness of lower rated issuers and in market perceptions of
the issuers&#146; creditworthiness tend to occur more frequently and in a more pronounced manner than in the case of higher rated issuers. High yield debt securities also tend to reflect individual corporate developments to a greater extent than
higher rated securities. The securities in which the Fund may invest are frequently subordinated to senior indebtedness. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The economy and interest rates affect high yield securities differently from other securities. The prices of high yield bonds
have been found to be more sensitive to adverse economic changes or individual corporate developments. During </P>
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an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal
and interest payment obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a bond owned by the Fund defaults, the Fund may incur additional expenses to seek recovery. In addition, periods of economic
uncertainty and changes can be expected to result in increased volatility of market prices of high yield bonds and the Fund&#146;s asset value. Furthermore, the market prices of high yield bonds structured as zero coupon or <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">pay-in-kind</FONT></FONT> securities are affected to a greater extent by interest rate changes and thereby tend to be more volatile than securities which pay interest periodically and in
cash. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent there is a limited retail secondary market for particular high yield bonds, these bonds may be
thinly-traded and the Adviser&#146;s ability to accurately value high yield bonds and the Fund&#146;s assets may be more difficult because there is less reliable, objective data available. In addition, the Fund&#146;s ability to acquire or dispose
of the bonds may be negatively-impacted. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield bonds, especially in a thinly-traded market. To the extent the
Fund owns or may acquire illiquid or restricted high yield bonds, these securities may involve special registration responsibilities, liabilities and costs, and liquidity and valuation difficulties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Analysis of creditworthiness of issuers of high yield securities may be more complex than for issuers of higher-quality fixed
income securities. To the extent that the Fund invests in high yield securities, the Fund&#146;s success in achieving its investment objectives may depend more heavily on the Adviser&#146;s creditworthiness analysis than if the Fund invested
exclusively in higher-quality securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">High yield securities include securities issued by emerging credit companies
and companies which have experienced a leveraged buyout or recapitalization. Although the small and medium size companies that constitute emerging credit issuers typically have significant operating histories, these companies generally do not have
strong enough operating results to secure investment grade ratings from the rating agencies. In addition, at times there has been a substantial volume of high yield securities issued by companies that have converted from public to private ownership
through leveraged buyout transactions and by companies that have restructured their balance sheets through leveraged recapitalizations. High yield securities issued in these situations are used primarily to pay existing stockholders for their shares
or to finance special dividend distributions to shareholders. The indebtedness incurred in connection with these transactions is often substantial and, as a result, often produces highly leveraged capital structures which present special risks for
the holders of such securities. Also, the market price of such securities may be more volatile to the extent that expected benefits from the restructuring do not materialize. The second category of high yield securities consists of securities of
former investment grade companies that have experienced poor operating performance due to such factors as cyclical downtrends in their industry, poor management or increased foreign competition. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Special tax considerations are associated with investing in lower rated debt securities structured as zero coupon or <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">pay-in-kind</FONT></FONT> securities. The Fund accrues income on these securities prior to the receipt of cash payments. The Fund must distribute substantially all of its income to
shareholders to qualify for the favorable tax treatment afforded RICs and their shareholders under the Code and may, therefore, have to dispose of portfolio securities to satisfy distribution requirements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Underwriting and dealer spreads associated with the purchase of lower rated bonds are typically higher than those associated
with the purchase of high grade bonds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Unrated Securities</U>. Unrated securities involve the risks associated with
investments in rated securities of equivalent credit quality, though they may be less liquid than comparable rated securities and involve the risk that the Adviser may not accurately evaluate the security&#146;s creditworthiness. To the extent the
Fund invests in unrated securities, the Fund&#146;s success in achieving its investment objectives may depend more heavily on the Adviser&#146;s analysis than if the Fund invested exclusively in rated securities. Some or all of the unrated
instruments in which the Fund may invest will involve credit risk comparable to or greater than that of rated debt securities of below investment grade quality. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Mortgage-Backed and Asset-Backed Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities, including CMOs and certain stripped mortgage-backed securities, represent a participation in, or
are secured by, mortgage loans. Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as credit card and automobile finance
receivables, student loans, consumer loans, installment loan contracts, home equity loans, mobile home loans, boat loans, business and small business loans, project finance loans, airplane leases, and leases of various other types of real and
personal property (including those relating to railcars, containers, or telecommunication, energy, </P>
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and/or other infrastructure assets and infrastructure-related assets), and other <FONT STYLE="white-space:nowrap">non-mortgage-related</FONT> income streams, such as income from renewable energy
projects and franchise rights. The cash flow generated by the underlying assets is applied to make required payments on the securities and to pay related administrative expenses. The amount of residual cash flow resulting from a particular issue of
asset-backed or mortgage-backed securities depends on, among other things, the characteristics of the underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of administrative expenses and the actual prepayment
experience on the underlying assets. The Fund may invest in any such instruments or variations as may be developed, to the extent consistent with its investment objectives and policies and applicable regulatory requirements. In general, the
collateral supporting asset-backed securities is of a shorter maturity than mortgage loans and is likely to experience substantial prepayments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed securities have yield and maturity characteristics corresponding to the underlying assets. Unlike traditional
debt securities, which may pay a fixed rate of interest until maturity, when the entire principal amount comes due, payments on certain mortgage-backed securities include both interest and a partial repayment of principal. Besides the scheduled
repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. If property owners make unscheduled prepayments of their mortgage loans, these prepayments will
result in early payment of the applicable mortgage-backed securities. In that event the Fund may be unable to invest the proceeds from the early payment of the mortgage-backed securities in an investment that provides as high a yield as the
mortgage-backed securities. Consequently, early payment associated with mortgage-backed securities may cause these securities to experience significantly greater price and yield volatility than that experienced by traditional fixed-income
securities. The occurrence of mortgage prepayments is affected by factors including the level of interest rates, general economic conditions, the location and age of the mortgage and other social and demographic conditions. During periods of falling
interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-backed securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to
increase the life of mortgage-backed securities. If the life of a mortgage-backed security is inaccurately predicted, the Fund may not be able to realize the rate of return it expected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Adjustable rate mortgage securities (&#147;ARMs&#148;), like traditional mortgage-backed securities, are interests in pools of
mortgage loans that provide investors with payments consisting of both principal and interest as mortgage loans in the underlying mortgage pool are paid off by the borrowers. Unlike fixed-rate mortgage-backed securities, ARMs are collateralized by
or represent interests in mortgage loans with variable rates of interest. These interest rates are reset at periodic intervals, usually by reference to an interest rate index or market interest rate. Although the rate adjustment feature may act as a
buffer to reduce sharp changes in the value of adjustable rate securities, these securities are still subject to changes in value based on, among other things, changes in market interest rates or changes in the issuer&#146;s creditworthiness.
Because the interest rates are reset only periodically, changes in the interest rate on ARMs may lag changes in prevailing market interest rates. Also, some ARMs (or the underlying mortgages) are subject to caps or floors that limit the maximum
change in the interest rate during a specified period or over the life of the security. As a result, changes in the interest rate on an ARM may not fully reflect changes in prevailing market interest rates during certain periods. The Fund may also
invest in hybrid ARMs, whose underlying mortgages combine fixed-rate and adjustable rate features. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage-backed and
asset-backed securities are less effective than other types of securities as a means of &#147;locking in&#148; attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of
significant unscheduled prepayments resulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. The automatic interest rate adjustment feature of mortgages underlying ARMs likewise reduces the ability to <FONT
STYLE="white-space:nowrap">lock-in</FONT> attractive rates. As a result, mortgage-backed and asset-backed securities may have less potential for capital appreciation during periods of declining interest rates than other securities of comparable
maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective maturities of these securities, especially during periods of declining
interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a greater risk of decline in market value in response to rising interest
rates than traditional debt securities, and, therefore, potentially increasing the volatility of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">At times, some
mortgage-backed and asset-backed securities will have higher than market interest rates and therefore will be purchased at a premium above their par value. Prepayments may cause losses on securities purchased at a premium. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">CMOs may be issued by a U.S. Government agency or instrumentality or by a private issuer. Although payment of the principal
of, and interest on, the underlying collateral securing privately issued CMOs may be guaranteed by the U.S. Government or its agencies or instrumentalities, these CMOs represent obligations solely of the private issuer and are not
</P>
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insured or guaranteed by the U.S. Government, its agencies or instrumentalities or any other person or entity. Government-related guarantors (<I>i.e.</I>, not backed by the full faith and credit
of the U.S. Government) include Fannie Mae (formally known as Federal National Mortgage Association) and Freddie Mac (formally known as Federal Home Loan Mortgage Corporation). Fannie Mae is a government-sponsored corporation the common stock of
which is owned entirely by private stockholders. Fannie Mae purchases conventional (<I>i.e.</I>, not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally
chartered savings and loan associations, mutual savings banks, commercial banks, and credit unions and mortgage bankers. Pass-through securities issued by Fannie Mae (also known as &#147;Fannie Maes&#148;) are guaranteed as to timely payment of
principal and interest by Fannie Mae, but are not backed by the full faith and credit of the U.S. Government. Freddie Mac was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It
is a government-sponsored corporation that issues Freddie Mac Guaranteed Mortgage Pass-Through Certificates (also known as &#147;Freddie Macs&#148; or &#147;PCs&#148;), which are pass-through securities, each representing an undivided interest in a
pool of residential mortgages. Freddie Mac guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government. The Fund may also invest in bonds, including
unguaranteed mezzanine bonds and subordinate bonds, securitized through Freddie Mac&#146;s <FONT STYLE="white-space:nowrap">&#147;K-Deal&#148;</FONT> program, which securitizes mortgage loans backed by multi-family apartment properties. Such bonds
are also not backed by the full faith and credit of the U.S. Government. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Prepayments could cause early retirement of
CMOs. CMOs are designed to reduce the risk of prepayment for certain investors by issuing multiple classes of securities, each having different maturities, interest rates and payment schedules, and with the principal and interest on the underlying
mortgages allocated among the several classes in various ways. Payment of interest or principal on some classes or series of CMOs may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying
mortgages. CMOs of different classes or series are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. If enough mortgages are repaid ahead of schedule, the classes or series of a CMO with the earliest
maturities generally will be retired prior to their maturities. Thus, the early retirement of particular classes or series of a CMO would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities. Conversely,
slower than anticipated prepayments can extend the effective maturities of CMOs, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially
increasing their volatility. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Prepayments could result in losses on stripped mortgage-backed securities. Stripped
mortgage-backed securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The yield to maturity on an interest-only (&#147;IO&#148;) class of stripped
mortgage-backed securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a
measurable adverse effect on the Fund&#146;s yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully its initial investment in
these securities. Principal-only (&#147;POs&#148;) tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-backed securities may be more
volatile and less liquid than that for other mortgage-backed securities, potentially limiting the Fund&#146;s ability to buy or sell those securities at any particular time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Subprime mortgage loans, which typically are made to less creditworthy borrowers, have a higher risk of default than
conventional mortgage loans. Therefore, mortgage-backed securities backed by subprime mortgage loans may suffer significantly greater declines in value due to defaults or the increased risk of default. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The mortgage loans backing the mortgage-backed securities in which the Fund may invest may include <FONT
STYLE="white-space:nowrap">re-performing</FONT> loans (&#147;RPLs&#148;), <FONT STYLE="white-space:nowrap">non-performing</FONT> loans and <FONT STYLE="white-space:nowrap">non-qualified</FONT> mortgage
<FONT STYLE="white-space:nowrap">(&#147;Non-QM&#148;)</FONT> loans. RPLs are loans that have previously been delinquent but are current at the time they are securitized. Fannie Mae and Freddie Mac, among others, securitize RPLs. For example, in
Fannie Mae&#146;s case, the RPLs securitized are single-family, fixed rate RPLs that generally were previously placed in a mortgage-backed security trust with certificates guaranteed by Fannie Mae, purchased from the trust by Fannie Mae and held as
a distressed asset after four or more months of delinquency, and subsequently became current (<I>i.e.</I> performing) again. Such RPLs may have exited delinquency through efforts at reducing defaults (<I>e.g.</I>, loan modification). In selecting
RPLs for securitization, Fannie Mae follows certain criteria related to length of time the loan has been performing, the type of loan (single-family, fixed rate), and the status of the loan as first lien, among other things. Fannie Mae may include
different loan structures and modification programs in the future. <FONT STYLE="white-space:nowrap">Non-performing</FONT> loans are mortgage loans where the borrower is in default or is or has been delinquent, for a potentially significant period of
time, as to the payment of interest and/or principal. <FONT STYLE="white-space:nowrap">Non-QM</FONT> loans do not comply with the rules of the Consumer Financial Protection Bureau (the &#147;CFPB&#148;) relating to qualified mortgages
(&#147;QM&#148;). To qualify as a QM loan under the CFPB&#146;s rules, </P>
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the loan must meet certain requirements, such as a borrower <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">debt-to-income</FONT></FONT> ratio, being fully-amortizing, and
limits on loan fees. <FONT STYLE="white-space:nowrap">Non-QM</FONT> loans do not comply with at least one of these requirements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to investing in mortgage-backed securities that are backed by mortgage loans themselves, the Fund may invest in
securities that are backed by mortgage servicing rights (&#147;MSRs&#148;), including normal MSRs and excess MSRs. Normal MSRs refer to the contractual right to cash flows payable to the mortgage servicer of a pool of mortgage loans for their
ongoing administrative duties to the extent such cash flows do not exceed a reasonable amount of consideration for normal servicing activities. Excess MSRs are the rights to any amount of cash flows in excess of normal MSRs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks associated with other asset-backed securities (including in particular the risks of issuer default and of early
prepayment) are generally similar to those described above for CMOs. In addition, because asset-backed securities generally do not have the benefit of a security interest in the underlying assets that is comparable to a mortgage (though certain
asset-backed securities, such as Enhanced Trust Certificates (&#147;ETCs&#148;) and Enhanced Equipment Trust Certificates (&#147;EETCs&#148;), may be structured such that there is a security interest in the underlying asset), asset-backed securities
may present certain additional risks that are not commonly present with mortgage-backed securities. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited. For example, revolving
credit receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give debtors the right to
<FONT STYLE="white-space:nowrap">set-off</FONT> certain amounts owed, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles, rather than by real property. Similarly, ETCs and EETCs are often secured by
different types of equipment (see &#147;&#151;Equipment Trust Certificates (ETCs) and Enhanced Equipment Trust Certificates (EETCs)&#148; below). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Asset-backed securities may be collateralized by the fees earned by service providers. The values of asset-backed securities
may be substantially dependent on the servicing of the underlying asset and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain circumstances, the
mishandling of related documentation may also affect the rights of the security holders in and to the underlying collateral. The insolvency of entities that generate receivables or that utilize the assets may result in added costs and delays in
addition to losses associated with a decline in the value of the underlying assets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Federal, state and local government
officials and representatives as well as certain private parties have proposed actions to assist homeowners who own or occupy property subject to mortgages. Certain of those proposals involve actions that would affect the mortgages that underlie or
relate to certain mortgage-related securities, including securities or other instruments which the Fund may hold or in which it may invest. Some of those proposals include, among other things, lowering or forgiving principal balances; forbearing,
lowering or eliminating interest payments; or utilizing eminent domain powers to seize mortgages, potentially for below market compensation. The prospective or actual implementation of one or more of these proposals may significantly and adversely
affect the value and liquidity of securities held by the Fund and could cause the Fund&#146;s NAV to decline, potentially significantly. Uncertainty remains in the market concerning the resolution of these issues; the range of proposals and the
potential implications of any implemented solution are impossible to predict. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in any level of the
capital structure of an issuer of mortgage-backed or asset-backed securities, including the equity or &#147;first loss&#148; tranche. Senior tranche investments in mortgage-backed or asset-backed securities are paid from the cash flows from the
underlying assets before the junior tranches and equity or &#147;first loss&#148; tranches. Any losses on the underlying assets are first borne by the equity tranches, next by less junior tranches, and finally by the senior tranches. Accordingly,
subordinated tranche investments, and especially &#147;first loss&#148; tranches, involve greater risk of loss than more senior tranches. The subordinated tranches the Fund may buy include those rated below investment grade or unrated instruments of
similar credit quality. Below investment grade bonds are high yield, high risk bonds, commonly known as junk bonds. See &#147;&#151;Collateralized Debt Obligations&#148; below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Consistent with the Fund&#146;s investment objectives and policies, the Adviser may also cause the Fund to invest in other
types of mortgage- and asset-backed securities offered currently or in the future, including certain <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">yet-to-be-developed</FONT></FONT></FONT> types of
mortgage- and asset-backed securities which may be created as the market evolves. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Equipment Trust Certificates (ETCs)
and Enhanced Equipment Trust Certificates (EETCs).</U><I> </I>ETCs and EETCs are types of asset-backed securities that generally represent undivided fractional interests in a trust whose assets consist of a pool of equipment retail installment
contracts or leased equipment. EETCs are similar to ETCs, except that the securities have been divided into two or more classes, each with different payment priorities and asset claims (see &#147;Collateralized
</P>
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Debt Obligations&#148; below for information regarding how different classes or tranches of interests issued by an issuer can affect the risks of an investment in EETCs). ETCs and EETCs are
typically issued by specially-created trusts established by airlines, railroads, or other transportation firms. The assets of ETCs and EETCs are used to purchase equipment, such as airplanes, railroad cars, or other equipment, which may in turn
serve as collateral for the related issue of the ETCs or EETCs, and the title to such equipment is held in trust for the holders of the issue. The equipment generally is leased from the specially-created trust by the airline, railroad or other firm,
which makes rental or lease payments to the specially-created trust to provide cash flow for payments to ETC and EETC holders. Holders of ETCs and EETCs must look to the collateral securing the certificates, typically together with a guarantee
provided by the lessee firm or its parent company for the payment of lease obligations, in the case of default in the payment of principal and interest on the ETCs or EETCs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">ETCs and EETCs are subject to the risk that the lessee or payee defaults on its payments, and risks related to potential
declines in the value of the equipment that serves as collateral for the issue. ETCs and EETCs are generally regarded as obligations of the company that is leasing the equipment and may be shown as liabilities in its balance sheet as a capitalized
lease in accordance with generally accepted accounting principles. The lessee company, however, does not own the equipment until all the certificates are redeemed and paid. In the event the company defaults under its lease, the trustee may terminate
the lease. If another lessee is not available, then payments on the certificates would cease until another lessee is available. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Pass-Through Notes</U>.<B><I> </I></B>The Fund may invest in pass-through notes, which are a type of pass-through
obligation of the operator of a marketplace lending platform. The operator of a marketplace lending platform may purchase loan(s) from a funding bank at par using the funds of multiple lenders on deposit in a segregated deposit account held by the
operator, and then issue to each such lender at par a pass-through note of the operator (or an affiliate of the operator) representing the right to receive the lender&#146;s proportionate share of all principal and interest payments received by the
operator from the borrower on the loan funded by such lender (net of the platform servicing fees). Pass-through notes are not direct obligations of the borrowers under the underlying marketplace loans originated by such platforms. As such, holders
of certain pass-through notes are exposed to the credit risk of the operator. An operator that becomes subject to bankruptcy proceedings may be unable to make full and timely payments on its pass-through notes even if the borrowers of the underlying
marketplace loans timely make all payments due from them. In addition, pass-through notes are <FONT STYLE="white-space:nowrap">non-recourse</FONT> obligations (except to the extent that the operator actually receives payments from the borrower on
the loan). Accordingly, lenders assume all of the borrower credit risk on the loans they fund and are not entitled to recover any deficiency of principal or interest from the operator if the borrower defaults on its payments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There may be a delay between the time the Fund commits to purchase a pass-through note and the issuance of such note and,
during such delay, the funds committed to such an investment will not be available for investment in any other instruments. Because the funds committed to an investment in pass-through notes do not earn interest until the issuance of the note, the
delay in issuance will have the effect of reducing the effective rate of return on the investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Contingent Value
Rights</U><U>.</U> The Fund may invest in contingent value rights (&#147;CVRs&#148;). A CVR gives its holder the right to receive an amount, which may be fixed or determined by a formula, in the event that a specified corporate action or other
business event or trigger occurs (or fails to occur) during the term of the CVR. CVRs are often awarded to shareholders as a result of a corporate acquisition or restructuring. For example, shareholders of an acquired company may receive CVRs that
enable them to receive additional shares of the acquiring company upon certain trigger events such as a specified drop in the acquiring company&#146;s share price. Risks associated with investments in CVRs are generally similar to risks associated
with the use of options, such as the risk that the trigger event does not occur prior to the CVR&#146;s expiration, causing it to expire with no value. CVRs also may be subject to risks associated with unregistered securities as well as illiquidity
risk, counterparty risk, and credit risk. In addition, CVRs may be subject to valuation risk because they may be valued based on the likelihood of the occurrence of a trigger event, which may require subjective modeling and judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Collateralized Debt Obligations</U>. Collateralized debt obligations (&#147;CDOs&#148;) are a type of asset-backed security
and include, among other things, collateralized bond obligations (&#147;CBOs&#148;), CLOs and other similarly structured securities. A CBO is a trust which may be backed by a diversified pool of high risk, below investment grade fixed income
securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, second lien loans or other types of subordinate loans, and mezzanine loans,
including loans that may be rated below investment grade or equivalent unrated loans and including loans that may contain fewer or less restrictive constraints on the borrower than certain other types of loans (&#147;covenant-lite&#148; loans). The
cash flows from the CDO trust are generally split into two or more portions, called tranches, varying in risk and yield. Senior tranches are </P>
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paid from the cash flows from the underlying assets before the junior tranches and equity or &#147;first loss&#148; tranches. Losses are first borne by the equity tranches, next by the junior
tranches, and finally by the senior tranches. Senior tranches pay the lowest interest rates but are generally safer investments than more junior tranches because, should there be any default, senior tranches are typically paid first. The most junior
tranches, such as equity tranches, would attract the highest interest rates but suffer the highest risk of loss should the holder of an underlying loan default. If some loans default and the cash collected by the CDO is insufficient to pay all of
its investors, those in the lowest, most junior tranches suffer losses first. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Since it is partially protected from
defaults, a senior tranche from a CDO trust typically has higher ratings and lower yields than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, more senior CDO tranches can experience
substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion to CDO securities as a class. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks of an investment in a CDO depend largely on the quality and type of the collateral and the tranche of the CDO in
which the Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, there may be a limited secondary market for investments in CDOs and such investments may
be illiquid. In addition to the risks associated with debt instruments (<I>e.g.,</I> interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i)&nbsp;the possibility that distributions from collateral
securities will not be adequate to make interest or other payments; (ii)&nbsp;the quality of the collateral may decline in value or default; (iii)&nbsp;the possibility that the Fund may invest in CDOs that are subordinate to other classes of the
issuer&#146;s securities; and (iv)&nbsp;the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in CDOs (including CLOs and CBOs) and other structured products (see &#147;Structured Products and
Structured Notes Risk&#148;) sponsored or managed by, or otherwise affiliated with, the Adviser or related parties of the Adviser. Such investments may include investments in debt or equity interests issued of the CDO or structured product as well
as investments purchased on the secondary market, and the Fund may invest in any tranche of the CDO or structured product, including an equity tranche. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Collateralized Mortgage Obligations (</U><U>&#147;</U><U>CMOs</U><U>&#148;</U><U>) </U><U>and Multiclass Pass-Through
Securities</U><I>.</I> CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities. CMOs may be collateralized by Government National Mortgage Association (&#147;Ginnie Mae&#148;), Federal National Mortgage
Association (&#147;Fannie Mae&#148;) or Federal Home Loan Mortgage Corporation (&#147;Freddie Mac&#148;) certificates, but also may be collateralized by whole loans or private mortgage pass-through securities (such collateral is collectively
hereinafter referred to as &#147;Mortgage Assets&#148;). Mortgage Assets may be collateralized by commercial or residential uses. Multiclass pass-through securities are equity interests in a trust composed of Mortgage Assets. Payments of principal
of and interest on the Mortgage Assets, and any reinvestment income thereon, may require the Fund to pay debt service on the CMOs or make scheduled distributions on the multiclass pass-through securities. CMOs may be issued by federal agencies, or
by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. The issuer of a series of mortgage
pass-through securities may elect to be treated as a REMIC. REMICs include governmental and/or private entities that issue a fixed pool of mortgages secured by an interest in real property. REMICs are similar to CMOs in that they issue multiple
classes of securities, but unlike CMOs, which are required to be structured as debt securities, REMICs may be structured as indirect ownership interests in the underlying assets of the REMICs themselves. Although CMOs and REMICs differ in certain
respects, characteristics of CMOs described below apply in most cases to REMICs, as well. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In a CMO, a series of bonds or
certificates is issued in multiple classes. Each class of CMOs, often referred to as a &#147;tranche,&#148; is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the
Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates. Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly or semiannual basis. Certain CMOs may
have variable or floating interest rates and others may be Stripped Mortgage Securities. For more information on Stripped Mortgage Securities, see &#147;&#151;Stripped Mortgage Securities&#148; below. The Fund&#146;s investment in CMOs may include
investment in Z Bonds. Interest on a Z Bond is accrued and added to principal and a like amount is paid as principal on the other tranches of the CMO currently being paid off. When the other tranches of the CMO are paid in full, interest and
principal on the Z Bond begin to be paid currently; as a result, Z Bonds typically have a longer average life relative to other tranches of the CMO. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The principal of and interest on the Mortgage Assets may be allocated among the
several classes of a CMO series in a number of different ways. Generally, the purpose of the allocation of the cash flow of a CMO to the various classes is to obtain a more predictable cash flow to certain of the individual tranches than exists with
the underlying collateral of the CMO. As a general rule, the more predictable the cash flow is on a CMO tranche, the lower the anticipated yield will be on that tranche at the time of issuance relative to prevailing market yields on other
mortgage-backed securities. As part of the process of creating more predictable cash flows on most of the tranches in a series of CMOs, one or more tranches generally must be created that absorb most of the volatility in the cash flows on the
underlying mortgage loans. The yields on these tranches are generally higher than prevailing market yields on mortgage-backed securities with similar maturities. As a result of the uncertainty of the cash flows of these tranches, the market prices
of and yield on these tranches generally are more volatile. See &#147;&#151;Collateralized Debt Obligations&#148; above for a discussion on investments in structured products with multiple tranches. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>CMO Residuals</U>. CMO residuals are mortgage 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 and special purpose entities of the foregoing. The cash flow generated by the
mortgage assets underlying a series of a CMO is applied first to make required payments of principal and interest on the securities or certificates issued by the CMO and second to pay the related administrative expenses and any management fee of the
issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a
return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative
expenses and the <FONT STYLE="white-space:nowrap">pre-payment</FONT> experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to <FONT STYLE="white-space:nowrap">pre-payments</FONT> on the
related underlying mortgage assets, in the same manner as an IO class of stripped mortgage-backed securities. See &#147;&#151;Stripped Mortgage Securities.&#148; In addition, if a series of a CMO includes a class that bears interest at an adjustable
rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in
certain circumstances the Fund may fail to recoup fully its initial investment in a CMO residual. CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. In
addition, CMO residuals may, or pursuant to an exemption therefrom, may not have been registered under the Securities Act. CMO residuals, whether or not registered under the Securities Act, may be subject to certain restrictions on transferability,
and may be deemed &#147;illiquid.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Credit Risk Transfer Securities</U>.<B><I> </I></B>Credit risk transfer
securities are fixed- or floating-rate unsecured general obligations issued from time to time by Freddie Mac, Fannie Mae or another government-sponsored entity. Typically, such securities are issued at par and have stated final maturities. The
securities are structured so that: (i)&nbsp;interest is paid directly by the issuing entity, and (ii)&nbsp;principal is paid by the issuing entity in accordance with the principal payments and default performance of a certain pool of residential
mortgage loans acquired by the entity (&#147;reference obligations&#148;). The performance of the securities will be directly affected by the selection of the reference obligations by the entity. Such securities are issued in tranches to which are
allocated certain principal repayments and credit losses corresponding to the seniority of the particular tranche. Each tranche of securities will have credit exposure to the reference obligations and the yield to maturity will be directly related
to, among other things, the amount and timing of certain defined credit events on the reference obligations, any prepayments by borrowers, and any removals of a reference obligation from the pool. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit risk transfer securities are unguaranteed and unsecured debt securities issued by the entity and therefore are not
directly linked to or backed by the underlying mortgage loans. As a result, in the event that the entity fails to pay principal or interest on its credit risk transfer securities or goes through a bankruptcy, insolvency or similar proceeding,
holders of such credit risk transfer securities have no direct recourse to the underlying mortgage loans and will generally receive recovery on par with other unsecured creditors in such a scenario. The Fund may also invest in credit risk transfer
securities that are issued by private entities, such as banks or other financial institutions. Such securities are subject to risks similar to those associated with credit risk transfer securities issued by government-sponsored entities, though they
may be less creditworthy than those issued by a government-sponsored entity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks associated with an investment in
credit risk transfer securities are different than the risks associated with an investment in mortgage-backed securities subject to a guarantee or the credit support of Fannie Mae, Freddie Mac, or other government-sponsored entities because some or
all of the mortgage default or credit risk associated with the underlying </P>
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mortgage loans is transferred to investors in credit risk transfer securities. As a result, the risk of loss is substantially greater with credit risk transfer securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Government Mortgage Pass-Through Securities.</U> Mortgage pass-through securities represent participation interests in
pools of residential mortgage loans purchased from individual lenders by an agency, instrumentality or sponsored corporation of the United States government (&#147;Federal Agency&#148;) or originated by private lenders and guaranteed, to the extent
provided in such securities, by a Federal Agency. Such securities, which are ownership interests in the underlying mortgage loans, provide for payments (not necessarily in fixed amounts) that are a &#147;pass-through&#148; of the monthly interest
and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of such securities and the servicer of the underlying mortgage loans. Under the Federal Housing
Finance Regulatory Reform Act of 2008 (the &#147;Reform Act&#148;), which was included as part of Housing and Economic Recovery Act of 2008, the Federal Housing Finance Agency (the &#147;FHFA&#148;), as conservator or receiver, has the power to
repudiate any contract entered into by Fannie Mae or Freddie Mac prior to FHFA&#146;s appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that
repudiation of the contract promotes the orderly administration of Fannie Mae&#146;s or Freddie Mac&#146;s affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment
as conservator or receiver. FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of Fannie Mae or Freddie Mac because FHFA views repudiation as incompatible with the goals of the
conservatorship. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The FHFA&#146;s 2014 strategic plan for the conservatorships of Fannie Mae and Freddie Mac set forth
three strategic goals, including maintaining a safe and sound manner, foreclosure prevention activities and credit availability for new and refinanced mortgages to foster liquid, efficient, competitive and resilient national housing finance markets,
reducing taxpayer risk through increasing the role of private capital in the mortgage market, and building a new single-family securitization infrastructure for use by Fannie Mae and Freddie Mac and adaptable for use by other participants in the
secondary market in the future. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the FHFA&#146;s &#147;Single Security Initiative,&#148; Fannie Mae and Freddie Mac
have entered into a joint initiative to develop a common securitization platform for the issuance of uniform mortgage-backed securities (&#147;UMBS&#148;), which would generally align the characteristics of Fannie Mae and Freddie Mac participation
certificates. In June 2019 Fannie Mae and Freddie Mac began issuing UMBS in place of their offerings of &#147;to be announced&#148;- eligible mortgage-backed securities. The long-term effect of the issuance of UMBS on the market for mortgage-backed
securities is uncertain. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Long-term, continued operation in <FONT STYLE="white-space:nowrap">government-run</FONT>
conservatorships is not sustainable for Fannie Mae or Freddie Mac. Each of Fannie Mae and Freddie Mac has a small capital reserve, is operating on a remaining, finite financial commitment from taxpayers, and cannot rebuild capital under the terms of
support from Treasury. Until Congress determines the future of Fannie Mae and Freddie Mac and the housing finance market, FHFA will continue to serve as conservator. As of the date of this SAI, there have been ongoing discussions regarding the
operation of Fannie Mae and Freddie Mac; there can be no assurance as to the outcome of these discussions, nor any prediction about the resulting impact on the U.S. housing or financial markets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Inverse Floaters. </U>An inverse floater is a type of instrument that bears a floating or variable interest rate that moves
in the opposite direction to interest rates generally or the interest rate on another security or index. Changes in interest rates generally, or the interest rate of the other security or index, inversely affect the interest rate paid on the inverse
floater, with the result that the inverse floater&#146;s price will be considerably more volatile than that of a fixed-rate bond. Brokers typically create inverse floaters by depositing an income-producing instrument, which may be a mortgage-backed
security, in a trust. The trust in turn issues a variable rate security and inverse floaters. The returns on the inverse floaters may be leveraged, increasing substantially their volatility and interest rate sensitivity. The rate at which interest
is paid by the trust on an inverse floater may vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest (typically a short term interest rate), and&nbsp;the market prices of inverse floaters may as a result be
highly sensitive to changes in interest rates and in prepayment rates on the underlying securities, and may decrease significantly when interest rates increase or prepayment rates change. The interest rate for the variable rate security is typically
determined by an index or an auction process, while the inverse floater holder receives the balance of the income from the underlying income-producing instrument less an auction fee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Mortgage Dollar Rolls</U><I>.</I> A mortgage dollar roll is a transaction in which the Fund sells mortgage-related
securities for immediate settlement and simultaneously purchases substantially similar securities for forward settlement at a discount. </P>
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While the Fund begins accruing interest on the newly purchased securities from the purchase or trade date, it is able to invest the proceeds from the sale of its previously owned securities,
which will be used to pay for the new securities. The use of mortgage dollar rolls is a speculative technique involving leverage, and can have an economic effect similar to borrowing money for investment purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Private Mortgage Pass-Through Securities.</U> Private mortgage pass-through securities are structured similarly to the
Ginnie Mae, Fannie Mae and Freddie Mac mortgage pass-through securities but are issued by domestic and foreign private issuers such as originators of and investors in mortgage loans, including savings and loan associations, mortgage banks,
commercial banks, investment banks and special purpose subsidiaries of the foregoing. These securities usually are backed by a pool of conventional fixed rate or adjustable rate mortgage loans. Since private mortgage pass-through securities
typically are not guaranteed by an entity having the credit status of Ginnie Mae, Fannie Mae and Freddie Mac, such securities generally are structured with one or more types of credit enhancement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage assets often consist of a pool of assets representing the obligations of a number of different parties. There are
usually fewer properties in a pool of assets backing commercial mortgage-backed securities than in a pool of assets backing residential mortgage-backed securities hence they may be more sensitive to the performance of fewer Mortgage Assets. To
lessen the effect of failures by obligors on underlying assets to make payments, those securities may contain elements of credit support, which fall into two categories: (i)&nbsp;liquidity protection and (ii)&nbsp;protection against losses resulting
from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in
a timely fashion. Protection against losses resulting from default ensures ultimate payment of the obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, insurance policies or letters of
credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The degree of credit support provided for each issue is generally based on historical
information respecting the level of credit risk associated with the underlying assets. Delinquencies or losses in excess of those anticipated could adversely affect the return on an investment in a security. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Loan Pool Investments</U>. The Fund may invest in pools of loans through mortgage- or other asset-backed securities, where
a trust or other entity issues interests in the loans, some of which interests may be senior to others. Alternatively, the Fund may invest directly in pools of loans, itself or with other clients of the Adviser or their related parties. The
Fund&#146;s direct investments in pools of loans present risks that may differ from the Fund&#146;s investments in mortgage- and other asset-backed securities. For example, if it were to invest directly in such a pool without any <FONT
STYLE="white-space:nowrap">co-investors,</FONT> the Fund would incur all losses incurred on the loans acquired in the pool. However, if the Fund were to invest in a senior tranche of a mortgage- or other asset-backed security, it might have a more
limited exposure to losses on the loans. In connection with the Fund&#146;s direct purchase of certain loan portfolios, the Fund will incur costs, which may include the costs of various diligence-related services. The diligence-related services the
Fund may require in connection with such investments may include, without limitation, loan file review, underwriting documentation review, and site visits. The Adviser would typically rely on information and analyses furnished as part of these
diligence-related services in determining whether to invest in a particular loan portfolio. The costs associated with investments in a pool of loans may be significant and will reduce the performance contribution of such investments. The Fund may
invest in pools of loans through CDOs and other structured products sponsored or managed by, or otherwise affiliated with, the Adviser or related parties of the Adviser. Such investments may include investments in debt or equity interests issued of
the CDO or structured product as well as investments purchased on the secondary market, and the Fund may invest in any tranche of the CDO or structured product, including an equity tranche. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Stripped Mortgage Securities</U><I>.</I> Stripped mortgage securities may be issued by federal agencies, or by private
originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities issued by federal agencies
generally will be treated by the Fund as liquid securities under procedures adopted by the Fund and approved by the Fund&#146;s Board of Trustees (the &#147;Board&#148; or the &#147;Trustees&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Stripped mortgage securities usually are structured with two classes that receive different proportions of the interest and
principal distribution of a pool of mortgage assets. A common type of stripped mortgage security will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the
interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest from the mortgage assets (the IO class), while the other class will receive all of the principal from the mortgage assets (the PO
</P>
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class). PO classes generate income through the accretion of the deep discount at which such securities are purchased, and, while PO classes do not receive periodic payments of interest, they
receive monthly payments associated with scheduled amortization and principal prepayment from the mortgage assets underlying the PO class. The yield to maturity (the expected rate of return on a bond if held until the end of its lifetime) on a PO or
an IO class security is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. A slower than expected rate of principal payments may have an adverse effect on a PO class
security&#146;s yield to maturity. If the underlying mortgage assets experience slower than anticipated principal repayment, the Fund may fail to fully recoup its initial investment in these securities. Conversely, a rapid rate of principal payments
may have a material adverse effect on an IO class security&#146;s yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments or principal, the Fund may fail to fully recoup its initial investment in these
securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase stripped mortgage securities for income, or for hedging purposes to protect the
Fund&#146;s portfolio against interest rate fluctuations. For example, since an IO class will tend to increase in value as interest rates rise, it may be utilized to hedge against a decrease in value of other fixed-income securities in a rising
interest rate environment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Privacy and Data Security Laws<I>. </I>U.S. Federal Gramm-Leach-Bliley Act (&#147;GLBA&#148;)
and other laws limit the disclosure of certain <FONT STYLE="white-space:nowrap">non-public</FONT> personal information about a consumer to <FONT STYLE="white-space:nowrap">non-affiliated</FONT> third parties and require financial institutions to
disclose certain privacy policies and practices with respect to information sharing with both affiliates and <FONT STYLE="white-space:nowrap">non-affiliated</FONT> third parties. Many states and a number of foreign jurisdictions have enacted privacy
and data security laws requiring safeguards on the privacy and security of consumers&#146; personally identifiable information. Other laws deal with obligations to safeguard and dispose of private information in a manner designed to avoid its
dissemination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Privacy rules adopted by the U.S. Federal Trade Commission implement GLBA and other requirements and
govern the disclosure of consumer financial information by certain financial institutions, ranging from banks to private investment funds. U.S. platforms following certain models generally are required to have privacy policies that conform to these
GLBA and other requirements. In addition, such platforms typically have policies and procedures intended to maintain personal information of consumers securely and dispose of it properly. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Service providers to the Fund, including the Fund&#146;s investment adviser and custodian, and, potentially, the Fund may
obtain, hold or process such information in connection with providing services to the Fund. The Fund cannot guarantee the security or confidentiality of that data and cannot guarantee that service providers have been and will continue to comply with
GLBA, other data security and privacy laws and any other related regulatory requirements. Violations of GLBA and other laws could subject the Fund to litigation and/or fines, penalties or other regulatory action, which, individually or in the
aggregate, could have an adverse effect on the Fund. The Fund may also face regulations related to privacy and data security in the other jurisdictions in which the Fund invests. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Real Estate Investment Trusts (&#147;REITs&#148;) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Exposure to the real estate sector may be gained by investing in a variety of ways, including by investing in REIT securities
and common, preferred and convertible securities of issuers in real estate-related industries. Each of these types of investments are subject to risks similar to those associated with direct ownership of real estate, including loss to casualty or
condemnation, increases in property taxes and operating expenses, zoning law amendments, changes in interest rates, overbuilding and increased competition, variations in market value, and possible environmental liabilities. Real estate-related
investments may entail leverage and may be highly volatile. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">REITs are pooled investment vehicles that own, and typically
operate, income-producing real estate or that hold interests in real estate, such as mortgages. If a REIT meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then
it is not taxed on the income distributed to shareholders. REITs are subject to management fees and other expenses, and so the Fund will bear its proportionate share of the costs of the REITs&#146; operations. There are three general categories of
REITs: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest primarily in direct fee ownership or leasehold ownership of real property and derive most of their income from rents, are generally affected by changes in the values of
and incomes from the properties they own. Mortgage REITs invest mostly in mortgages on real estate, which may secure, for example, construction, development or long-term loans, and the main source of their income is mortgage interest payments.
Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate,
and thus </P>
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may be subject to risks associated with both real estate ownership and investments in mortgage-related investments. Along with the risks common to different types of real estate-related
investments, REITs, no matter the type, involve additional risk factors, including poor performance by the REIT&#146;s manager, adverse changes to the tax laws, and the possible failure by the REIT to qualify for the favorable tax treatment
applicable to REITs under the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;) or an exemption under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow earned on the property interests they hold. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mortgage REITs are exposed to the risks specific to the real estate market as well as the risks that relate specifically to
the way in which mortgage REITs are organized and operated. Mortgage REITs receive principal and interest payments from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to the credit risk of the borrowers to whom they
extend credit, and are subject to the risks described below under &#147;mortgage-backed securities risk&#148; and &#147;prepayment risk.&#148; Mortgage REITs are also subject to significant interest rate risk. Mortgage REITs typically use leverage
and many are highly leveraged, which exposes them to the risks of leverage. Leverage risk refers to the risk that leverage created from borrowing may impair a mortgage REIT&#146;s liquidity, cause it to liquidate positions at an unfavorable time and
increase the volatility of the values of securities issued by the mortgage REIT. The use of leverage may not be advantageous to a mortgage REIT. To the extent that a mortgage REIT incurs significant leverage, it may incur substantial losses if its
borrowing costs increase or if the assets it purchases with leverage decrease in value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment in a
REIT may result in the Fund making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions attributable to REITs made by the Fund to Fund shareholders will not qualify for
the corporate dividends-received deduction, or, generally, for treatment as qualified dividend income. Certain distributions made by the Fund attributable to dividends received by the Fund from REITs may qualify as &#147;qualified REIT
dividends&#148; in the hands of <FONT STYLE="white-space:nowrap">non-corporate</FONT> shareholders, as discussed below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign and Emerging Market
Investments </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities issued by a foreign issuer, including emerging market issuers, or by an
issuer with significant revenue or other exposure to foreign markets. There may be less information publicly available about a foreign market, issuer, or security than about U.S. markets or a U.S. issuer or security, and foreign issuers may not be
subject to accounting, auditing and financial reporting standards and practices comparable to those in the United States. In addition, there may be less (or less effective) regulation of exchanges, brokers and listed companies in some foreign
countries. The securities of some foreign issuers are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign brokerage commissions, custodial expenses and other fees are also generally higher than in the United
States. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign settlement procedures and trade regulations may be more complex and involve certain risks (such as delay
in payment or delivery of securities or in the recovery of the Fund&#146;s assets held abroad) and expenses not present in the settlement of investments in U.S. markets. For example, settlement of transactions involving foreign securities or foreign
currencies (see below) may occur within a foreign country, and the Fund may accept or make delivery of the underlying securities or currency in conformity with any applicable U.S. or foreign restrictions or regulations, and may pay fees, taxes or
charges associated with such delivery. In addition, local market holidays or other factors may extend the time for settlement of purchases and sales of the Fund&#146;s investments in securities that trade on foreign markets. Such investments may
also involve the risk that an entity involved in the settlement may not meet its obligations. Extended settlement cycles or other delays in settlement may increase the Fund&#146;s liquidity risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of
currency exchange controls, foreign withholding or other taxes or restrictions on the repatriation of foreign currency, confiscatory taxation, political, social or financial instability and diplomatic developments which could affect the value of the
Fund&#146;s investments in certain foreign countries. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding or other taxes, and special U.S. tax considerations may apply. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign issuers may become subject to sanctions imposed by the U.S. or another country or other governmental or <FONT
STYLE="white-space:nowrap">non-governmental</FONT> organizations, which could result in the immediate freeze of the foreign issuers&#146; assets or securities. The imposition of such sanctions could impair the market value of the securities of such
foreign issuers and limit the Fund&#146;s ability to buy, sell, receive or deliver the securities. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Legal remedies available to investors in certain foreign countries may be more
limited than those available with respect to investments in the United States or in other foreign countries. The laws of some foreign countries may limit the Fund&#146;s ability to invest in securities of certain issuers organized under the laws of
those foreign countries. For example, certain countries may require governmental approval prior to investments by foreign persons or limit the amount of investment by foreign persons in a particular company. Certain countries may also limit
investment by foreign persons to only a specific class of securities that may have less advantageous terms, and such securities may be less liquid than other classes of securities of an issuer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent the Fund invests a significant portion of its assets in a specific geographic region, countries or group of
countries, the Fund will have greater exposure to risks associated with such region, country or group of countries. See &#147;Principal Risk Factors &#151; Focused Investment Risk&#148; in the Fund&#146;s Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks described above, including the risks of nationalization or expropriation of assets, typically are increased in
connection with investments in developing countries, also known as emerging markets. For example, political and economic structures in these countries may be in their infancy and developing rapidly, and such countries may lack the social, political
and economic stability characteristic of more developed countries. Certain of these countries have in the past failed to recognize private property rights and have at times nationalized and expropriated the assets of private companies. In addition,
the economies of certain developing or emerging market countries may be dependent on a single industry or limited group of industries, which may increase the risks described above and make those countries particularly vulnerable to global economic
and market changes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There may also be limited counterparties available in developing markets, which may increase the
Fund&#146;s credit risks. Foreign government regulations may restrict potential counterparties to certain financial institutions that are located in or operating in a particular country. Such counterparties may not possess creditworthiness
standards, financial reporting standards, and legal protections similar to counterparties located in developed markets, which can increase the risk associated with the Fund&#146;s investments in such markets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of foreign securities may be adversely affected by changes in currency exchange rates. This may be because the
foreign securities are denominated and/or traded in a foreign currency or because the assets or revenues of an issuer are denominated in a currency different from the issuer&#146;s debt or other obligations. For example, the credit quality of
issuers who have outstanding debt denominated in the U.S. dollar, and the values of their debt obligations, may be adversely affected if the value of the U.S. dollar strengthens relative to the value of the currency in which the issuer&#146;s assets
or revenues are denominated. In addition, the Fund is required to compute and distribute its income in U.S. dollars. Therefore, if the exchange rate for a foreign currency declines after the Fund&#146;s income has been earned and translated into
U.S. dollars (but before payment), the Fund could be required to liquidate portfolio securities to make such distributions. Similarly, if an exchange rate declines between the time the Fund incurs expenses in U.S. dollars and the time such expenses
are paid, the amount of such currency required to be converted into U.S. dollars in order to pay such expenses in U.S. dollars will be greater than the equivalent amount in any such currency of such expenses at the time they were incurred. High
rates of inflation or currency devaluations may adversely affect the economies and securities markets of such countries and the values of the Fund&#146;s investments in those markets. A foreign government may seek to devalue its currency if it has
issued debt in its local currency because any such devaluation reduces the burden on it of repaying its debt obligations. Any devaluation of a<B> </B>currency in which the Fund&#146;s portfolio holdings are denominated will reduce the value of and
return on the investment to the Fund when translated into U.S. dollars. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Continuing uncertainty as to the status of the
Euro and the European Economic and Monetary Union (&#147;EMU&#148;) and the potential for certain countries (such as those in the United Kingdom) to withdraw from the institution has created significant volatility in currency and financial markets
generally. Any partial or complete dissolution of the European Union (the &#147;EU&#148;) could have significant adverse effects on currency and financial markets, and on the values of the Fund&#146;s portfolio investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In June 2016, the United Kingdom approved a referendum to leave the EU and, in March 2017, the United Kingdom commenced the
formal process of withdrawing from the EU. The withdrawal agreement between the United Kingdom and the EU, endorsed by the European Council on November&nbsp;25, 2018, sets out the basis on which the United Kingdom will withdraw from the EU and
includes certain transitional provisions that have the effect of preserving the application of EU law in the United Kingdom until December&nbsp;31, 2020 (or such other later date as may be agreed). The withdrawal agreement, and the associated
transitional provisions, will become effective only once approved by the United Kingdom&#146;s Parliament, </P>
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which approval has not yet happened and may not happen, meaning that the United Kingdom may leave the EU without any transitional period (a <FONT STYLE="white-space:nowrap">so-called</FONT>
&#147;hard Brexit&#148;). On April&nbsp;11, 2019, the United Kingdom came to an agreement with the EU to delay the deadline for withdrawal. Unless the United Kingdom&#146;s Parliament approves the withdrawal agreement, there may be a hard Brexit in
the near term absent any further agreements to delay the withdrawal. It is unclear when and if such a withdrawal will take place; however, recent parliamentary elections in the United Kingdom have increased the likelihood of a withdrawal in the near
term. Significant uncertainty remains in the market regarding the ramifications of these developments, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. As and to the
extent the United Kingdom moves forward with its withdrawal from the EU and makes various decisions regarding its post <FONT STYLE="white-space:nowrap">EU-status,</FONT> markets may be further disrupted at various times given the uncertainty
surrounding the country&#146;s trade, financial, and other arrangements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If one or more EMU countries were to stop using
the euro as its primary currency, the Fund&#146;s investments in such countries may be redenominated into a different or newly adopted currency, possibly resulting in the value of those investments declining significantly and unpredictably. In
addition, securities or other investments that are redenominated may be subject to liquidity risk and the risk that the Fund may not be able to value investments accurately to a greater extent than similar investments currently denominated in euros.
To the extent a currency used for redenomination purposes is not specified in respect of certain <FONT STYLE="white-space:nowrap">EMU-related</FONT> 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="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The currencies of certain emerging market countries have experienced devaluations relative to the U.S.
dollar, and future devaluations may adversely affect the value of assets denominated in such currencies. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation or deflation for many years,
and future inflation may adversely affect the economies and securities markets of such countries. When debt and similar obligations issued by foreign issuers are denominated in a currency (<I>e.g.</I>, the U.S. dollar or the Euro) other than the
local currency of the issuer, the subsequent strengthening of the <FONT STYLE="white-space:nowrap">non-local</FONT> currency against the local currency will generally increase the burden of repayment on the issuer and may increase significantly the
risk of default by the issuer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, unanticipated political or social developments may affect the value of
investments in emerging markets and the availability of additional investments in these markets. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make investments in securities traded
in emerging markets illiquid and more volatile than investments in securities traded in more developed countries, and the Fund may be required to establish special custodial or other arrangements before making investments in securities traded in
emerging markets. There may be little financial or accounting information available with respect to issuers of emerging market securities, and it may be difficult as a result to assess the value or prospects of an investment in such securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">American Depositary Receipts (&#147;ADRs&#148;) as well as other hybrid forms of ADRs, including European Depositary Receipts
(&#147;EDRs&#148;) and Global Depositary Receipts (&#147;GDRs&#148;), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depositary banks and generally trade on an established market in the United
States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer&#146;s home country. The depositary bank may not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to
be subject to many of the risks associated with investing in foreign securities. In addition to investment risks associated with the underlying issuer, ADRs, EDRs, and GDRs (together, &#147;Depositary Receipts&#148;) expose the Fund to additional
risks associated with the <FONT STYLE="white-space:nowrap">non-uniform</FONT> terms that apply to Depositary Receipt programs, credit exposure to the depository bank and to the sponsors and other parties with whom the depository bank establishes the
programs, currency risk and the risk of an illiquid market for Depositary Receipts. Unsponsored Depositary Receipt programs are organized independently and without the cooperation of the issuer of the underlying securities. Unsponsored programs
generally expose investors to greater risks than sponsored programs and do not provide holders with many of the shareholder benefits that come from investing in a sponsored Depositary Receipt. As a result, available information concerning the issuer
may not be as current as for sponsored Depositary Receipts, and the prices of unsponsored Depositary Receipts may be more volatile than if such instruments were sponsored by the issuer. Depositary Receipts are generally subject to the same risks as
the foreign securities that they evidence or into which they may be converted. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign securities and emerging markets securities include Global Depositary
Notes (&#147;GDNs&#148;). A GDN is a debt instrument created by a bank that evidences ownership of local currency-denominated debt securities. GDNs reflect the terms of particular local currency-denominated bonds. GDNs trade, settle, and pay
interest and principal in U.S. dollars but typically are restricted securities that do not trade on an exchange. Any distributions paid to the holders of GDNs are usually subject to a fee charged by the depositary bank. In addition to the risks
associated with foreign investments, the Fund&#146;s investments in GDNs are subject to the risks associated with the underlying local currency-denominated bond and derivative instruments including credit risk, default risk, counterparty risk,
interest rate risk, leverage risk, liquidity risk, and reliance on the adviser risk. Holders of GDNs may have limited rights, and investment restrictions in certain countries may adversely impact the value of GDNs because such restrictions may limit
the ability to convert the bonds into GDNs and vice versa. Such restrictions may cause bonds of the underlying issuer to trade at a discount or premium to the market price of the GDN. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain of the foregoing risks may also apply to some extent to securities of U.S. issuers that are denominated in foreign
currencies or that are traded in foreign markets, or securities of U.S. issuers having significant foreign operations or other exposure to foreign markets. When the Fund invests in securities issued by foreign issuers, the Fund may be subject to the
risks described above even if all of the Fund&#146;s investments are denominated in USD, especially with respect to issuers whose revenues are principally earned in a foreign currency but whose debt obligations have been issued in USD or other hard
currencies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U><FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Subcustodians.</U> Rules adopted under the 1940 Act
permit the Fund to maintain its <FONT STYLE="white-space:nowrap">non-U.S.</FONT> securities and cash in the custody of certain eligible <FONT STYLE="white-space:nowrap">non-U.S.</FONT> banks and securities depositories. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain banks in <FONT STYLE="white-space:nowrap">non-U.S.</FONT> countries may not be eligible
<FONT STYLE="white-space:nowrap">sub-custodians</FONT> for the Fund, in which event the Fund may be precluded from purchasing securities in certain <FONT STYLE="white-space:nowrap">non-U.S.</FONT> countries in which it otherwise would invest or
which may result in the Fund&#146;s incurring additional costs and delays in providing transportation and custody services for such securities outside of such countries. The Fund may encounter difficulties in effecting, on a timely basis, portfolio
transactions with respect to any securities of issuers held outside their countries. Other banks that are eligible <FONT STYLE="white-space:nowrap">non-U.S.</FONT> <FONT STYLE="white-space:nowrap">sub-custodians</FONT> may be recently organized or
otherwise lack extensive operating experience. In addition, in certain countries there may be legal restrictions or limitations on the ability of the Fund to recover assets held in custody by <FONT STYLE="white-space:nowrap">non-U.S.</FONT> <FONT
STYLE="white-space:nowrap">sub-custodians</FONT> in the event of the bankruptcy of the <FONT STYLE="white-space:nowrap">sub-custodian.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Sovereign Debt Obligations </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in sovereign debt, including of emerging market countries. Investors should be aware that certain
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&#146;s, S&amp;P or Fitch. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Sovereign debt may be issued by foreign developed and emerging market governments and their respective <FONT
STYLE="white-space:nowrap">sub-divisions,</FONT> agencies or instrumentalities, government sponsored enterprises (&#147;GSEs&#148;) and supranational government entities. Supranational entities include international organizations that are organized
or supported by one or more government entities to promote economic reconstruction or development and by international banking institutions and related governmental agencies. Investment in sovereign debt can involve a high degree of risk. The
governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of the debt. A governmental entity&#146;s willingness or ability to repay
principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves or its inability to sufficiently manage fluctuations in relative currency valuations, the
availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entity&#146;s policy toward principal international lenders such as the International
Monetary Fund, and the political and social constraints to which a governmental entity may be subject. Governmental entities also may depend on expected disbursements from foreign governments, multilateral agencies and others to reduce principal and
interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entity&#146;s implementation of economic reforms and/or economic performance and
the timely service of such debtor&#146;s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties&#146; commitments to
lend funds to the governmental entity, which may further impair such debtor&#146;s ability or willingness to service its debts in a timely manner. Consequently, governmental entities may decide to default on their sovereign debt in
</P>
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whole or in part. There is no bankruptcy proceeding through which holders of sovereign debt (including the Fund) may attempt to collect all or a portion of their investment upon a default, which
could result in significant losses to the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in Brady Bonds, sovereign debt securities created
through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructurings under a debt restructuring plan. Brady Bonds may be collateralized or uncollateralized, are issued in various
currencies (primarily the U.S. dollar) and are actively traded in the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> secondary market. Investments in Brady Bonds involve various risks associated with
investing in sovereign debt securities and may be subject to restructuring arrangements or to requests for new credit, which may cause the Fund to lose interest or principal on holdings consisting of Brady Bonds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some of the countries in which the Fund may invest have encountered difficulties in servicing their sovereign debt. Some of
these countries have withheld payments of interest and/or principal of sovereign debt. These difficulties have also led to agreements to restructure external debt obligations; in particular, commercial bank loans, typically by rescheduling principal
payments, reducing interest rates and extending new credits to finance interest payments on existing debt. Unlike most corporate debt restructurings, the fees and expenses of financial and legal advisers to the creditors in connection with a
restructuring may be borne by the holders of the sovereign debt securities instead of the sovereign entity itself. Some sovereign debtors have in the past been able to restructure their debt payments without the approval of some or all debt holders
or to declare moratoria on payments, and similar occurrences may happen in the future where holders of sovereign debt may be requested to participate in similar rescheduling of such debt. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The ability or willingness of foreign governments to make timely payments on their sovereign debt is likely to be influenced
strongly by a country&#146;s balance of trade and its access to trade and other international credits. A country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international prices of one or more of such
commodities. Increased protectionism on the part of a country&#146;s trading partners could also adversely affect its exports. Such events could extinguish a country&#146;s trade account surplus, if any. To the extent that a country receives payment
for its exports in currencies other than hard currencies, its ability to make hard currency payments could be affected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The occurrence of political, social, economic and diplomatic changes in one or more of the countries issuing sovereign debt
could adversely affect the Fund&#146;s investments. The countries issuing such instruments may be faced with social and political issues and some of them have experienced high rates of inflation and have extensive internal debt. Among other effects,
high inflation and internal debt service requirements may adversely affect the cost and availability of future domestic sovereign borrowing to finance governmental programs, and may have other adverse social, political and economic consequences.
Political changes or a deterioration of a country&#146;s domestic economy or balance of trade may affect the willingness of countries to service their sovereign debt. There can be no assurance that adverse political changes will not cause the Fund
to suffer a loss of interest or principal on any of its holdings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As a result of all of the foregoing, a government
obligor may default on its obligations and/or the values of its obligations may decline significantly. If an event of default occurs, the Fund may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be
pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the political climate in the relevant country. Bankruptcy, moratorium and other similar
laws designed to protect and enforce the rights of creditors may not apply to issuers of sovereign debt obligations in many jurisdictions may be substantially different from those applicable to issuers of private debt obligations, and/or may be
ineffective in enforcing the Fund&#146;s rights or effecting a recovery on the Fund&#146;s investment. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign
government debt obligations in the event of default under their commercial bank loan agreements. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt and in turn, the market price of the Fund&#146;s Common
Shares, to a greater extent than the volatility inherent in domestic securities. The value of sovereign debt will likely vary inversely with changes in prevailing interest rates, which are subject to considerable variance in the international
market. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Tax Considerations</U>.<I> </I>The Fund&#146;s investments in foreign currency denominated debt obligations
and hedging activities will likely produce a difference between its book income and its taxable income. This difference may cause a portion of the Fund&#146;s income distributions to constitute returns of capital for tax purposes or require the Fund
to make distributions exceeding book income to qualify as a regulated investment company (&#147;RIC&#148;) for federal tax purposes. For a discussion </P>
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of the requirements the Fund must meet to qualify as a RIC and the consequences for the Fund&#146;s investments and distributions, see &#147;Tax Matters&#148; below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Yankee Dollar Obligations, Eurobonds, Global Bonds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain debt securities purchased by the Fund may take the forms of Yankee dollar obligations, Eurobonds or global bonds.
Yankee dollar obligations are U.S. dollar-denominated obligations issued in the U.S. capital markets by foreign issuers, such as corporations and banks. A Eurobond is a bond issued in a currency other than the currency of the country or market in
which it is issued. Global bonds are bonds that can be offered within multiple markets simultaneously. Unlike Eurobonds, global bonds can be issued in the local currency of the country of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign Currency Transactions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may engage in currency exchange transactions to protect against uncertainty in the level of future foreign currency
exchange rates and to increase current return. There can be no assurance that appropriate foreign currency transactions will be available for the Fund at any time or that the Fund will enter into such transactions at any time or under any
circumstances even if appropriate transactions are available to it. While foreign currency transactions may be available, the cost of these transactions may be prohibitively expensive so that the Fund may not to be able to effectively use them. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may engage in both transaction hedging and position hedging. When it engages in transaction hedging, the Fund enters
into foreign currency transactions with respect to specific receivables or payables of the Fund generally arising in connection with the purchase or sale of its portfolio securities. The Fund may engage in transaction hedging when it desires to lock
in the U.S. dollar price of a security it has agreed to purchase or sell, or the U.S. dollar equivalent of a dividend or interest payment in a foreign currency. By transaction hedging, the Fund may attempt to protect against a possible loss
resulting from an adverse change in the relationship between the U.S. dollar and the applicable foreign currency during the period between the date on which the security is purchased or sold or on which the dividend or interest payment is declared,
and the date on which such payments are made or received. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase or sell a foreign currency on a spot
(<I>i.e.</I>, cash) basis at the prevailing spot rate in connection with transaction hedging. The Fund may also enter into contracts to purchase or sell foreign currencies at a future date (&#147;forward contracts&#148;) and purchase and sell
foreign currency futures contracts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For transaction hedging purposes, the Fund may also purchase exchange-listed and <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> call and put options on foreign currency futures contracts and on foreign currencies. A put option on a futures contract gives the Fund the right to assume a
short position in the futures contract until expiration of the option. A put option on currency gives the Fund the right to sell a currency at a specified exercise price until the expiration of the option. A call option on a futures contract gives
the Fund the right to assume a long position in the futures contract until the expiration of the option. A call option on currency gives the Fund the right to purchase a currency at the exercise price until the expiration of the option. The Fund
will engage in <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> transactions (&#147;OTC Options&#148;) only when appropriate exchange-traded transactions are unavailable and when, in the opinion of the
Adviser, the pricing mechanism and liquidity are satisfactory and the participants are responsible parties likely to meet their contractual obligations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may engage in foreign currency exchange transactions to protect against a decline in the values of the foreign
currencies in which securities held by the Fund are denominated or are quoted in their principal trading markets or an increase in the value of currency for securities which the Fund expects to purchase. In connection with position hedging, the Fund
may purchase put or call options on foreign currency and foreign currency futures contracts and buy or sell forward contracts and foreign currency futures contracts. The Fund may also purchase or sell foreign currency on a spot basis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The precise matching of the amounts of foreign currency exchange transactions and the value of the portfolio securities
involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the values of those securities between the dates the currency exchange transactions are
entered into and the dates they mature. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">It is impossible to forecast with precision the market value of the Fund&#146;s
portfolio securities at the expiration or maturity of a forward or futures contract. Accordingly, it may be necessary for the Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value
of the security or securities being hedged is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>


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security or securities and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio
security or securities of the Fund if the market value of such security or securities exceeds the amount of foreign currency the Fund is obligated to deliver. To offset some of the costs of hedging against fluctuations in currency exchange rates,
the Fund may write covered call options on those currencies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Transaction and position hedging do not eliminate
fluctuations in the underlying prices of the securities that the Fund owns or intends to purchase or sell. They simply establish a rate of exchange that one can achieve at some future point in time. Additionally, although these techniques tend to
minimize the risk of loss due to a decline in the value of the hedged currency, they tend to limit any potential gain which might result from the increase in the value of such currency. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may also seek to increase its current return by purchasing and selling foreign currency on a spot basis, by
purchasing and selling futures contracts on foreign currencies and options on foreign currencies and on foreign currency futures contracts, and by purchasing and selling foreign currency forward contracts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The value of any currency, including U.S. dollars and foreign currencies, may be affected by complex political, social, and
economic factors applicable to the issuing country. In addition, the exchange rates of foreign currencies (and therefore the values of foreign currency options, forward contracts, and futures contracts) may be affected significantly, fixed, or
supported directly or indirectly by U.S. and foreign government actions. Government intervention may increase risks involved in purchasing or selling foreign currency options, forward contracts, and futures contracts, since exchange rates may not be
free to fluctuate in response to other market forces. Foreign governmental restrictions or taxes could result in adverse changes in the cost of acquiring or disposing of foreign currencies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Currency Forward and Futures Contracts</U>. A forward foreign currency exchange contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties, at a price set at the time of the contract. In the case of a cancelable forward contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee. The contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any stage for trades. A foreign currency futures contract is a standardized contract for the future delivery of a specified amount of a foreign currency at a future date at a
price set at the time of the contract. Foreign currency futures contracts traded in the United States are designed by and traded on exchanges regulated by the Commodity Futures Trading Commission (the &#147;CFTC&#148;), such as the New York
Mercantile Exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into foreign currency forward contracts in order to protect against the risk that
the U.S. dollar value of the Fund&#146;s dividends, interest, net realized capital gains, sales proceeds or investments denominated in foreign currency will decline, including to the extent of any devaluation of the currency during the intervals
between (a)&nbsp;(i) the time the Fund becomes entitled to receive or receives dividends, interest, net realized capital gains or sales proceeds or (ii)&nbsp;the time an investor gives notice of a requested redemption of a certain amount and
(b)&nbsp;the time such amount(s) are converted into U.S. dollars for remittance out of the particular country or countries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Forward foreign currency exchange contracts differ from foreign currency futures contracts in certain respects. For example,
the maturity date of a forward contract may be any fixed number of days from the date of the contract agreed upon by the parties, rather than a predetermined date in a given month. Forward contracts may be in any amounts agreed upon by the parties
rather than predetermined amounts. Also, forward foreign exchange contracts are traded directly between currency traders so that no intermediary is required. A forward contract generally requires no margin or other deposit. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">At the maturity of a forward or futures contract, the Fund may either accept or make delivery of the currency specified in the
contract, or at or prior to maturity enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with the currency trader who is a party to
the original forward contract. Closing transactions with respect to futures contracts are effected on a commodities exchange; a clearing corporation associated with the exchange assumes responsibility for closing out such contracts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Positions in foreign currency futures contracts and related options may be closed out only on an exchange or board of trade
which provides a secondary market in such contracts or options. Although the Fund will normally purchase or sell foreign currency futures contracts and related options only on exchanges or boards of trade where there appears to be an active
secondary market, there is no assurance that a secondary market on an exchange or board of trade will exist for any </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>


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particular contract or option or at any particular time. In such event, it may not be possible to close a futures or related option position and, in the event of adverse price movements, the Fund
would continue to be required to make daily cash payments of variation margin on its futures positions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Foreign
Currency Options</U>. Options on foreign currencies operate similarly to options on securities, and are traded primarily in the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> market, although options
on foreign currencies are listed on several exchanges. Such options will be purchased or written only when the Adviser believes that a liquid secondary market exists for such options. There can be no assurance that a liquid secondary market will
exist for a particular option at any specific time. Options on foreign currencies are affected by all of those factors which influence exchange rates and investments generally. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The value of a foreign currency option is dependent upon the value of the foreign currency and the U.S. dollar, and may have
no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options,
investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There is no systematic reporting of last-sale information for foreign currencies and there is no regulatory requirement that
quotations available through dealers or other market sources be firm or revised on a timely basis. Available quotation information is generally representative of very large transactions in the interbank market and thus may not reflect relatively
smaller transactions (less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">around-the-clock</FONT></FONT> market. To the
extent that the U.S. options markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that cannot be reflected in the U.S. options markets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Foreign Currency Conversion</U>. Although foreign exchange dealers do not charge a fee for currency conversion, they do
realize a profit based on the difference (the &#147;spread&#148;) between prices at which they buy and sell various currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange
should the Fund desire to resell that currency to the dealer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Tax Consequences of Hedging.</U> Regulations that may be
issued in the future could limit the ability of the Fund to enter into the foreign currency transactions described above. Under applicable tax law, the Fund may be required to limit its gains from hedging in such transactions. The extent to which
these limits apply is subject to tax regulations as yet unissued. Hedging also may result in the application of the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> and straddle provisions of the Code.
Those provisions could result in an increase (or decrease) in the amount of taxable dividends paid by the Fund and could affect whether dividends paid by the Fund are classified as capital gains or ordinary income. For further discussion of the tax
consequences of the Fund&#146;s hedging, see &#147;Tax Matters&#148; below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign Currency Exchange-Related Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Foreign Currency Warrants.</U> Foreign currency warrants such as Currency Exchange Warrants<SUP
STYLE="font-size:85%; vertical-align:top">SM</SUP> are warrants which entitle the holder to receive from their issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) which is calculated pursuant to a
predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a
specified date and time. Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk which, from the point of view of
prospective purchasers of the securities, is inherent in the international fixed-income marketplace. Foreign currency warrants may reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental
payment in the event that the U.S. dollar depreciates against the value of a major foreign currency such as the Japanese yen or the euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the
warrant worthless unless the applicable foreign currency exchange rate moves in a particular direction (<I>e.g.</I>, unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or
indexed). Foreign currency warrants are severable from the debt obligations with which they may be offered, and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to
exercise warrants who possesses less than the minimum number required for exercise may be required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. In the case of any exercise of
warrants, there may be a time delay between the time a holder of warrants gives instructions to exercise and the time the exchange rate relating to exercise is determined, </P>
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during which time the exchange rate could change significantly, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants
may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining &#147;time value&#148; of the warrants (<I>i.e.</I>, the difference between
the current market value and the exercise value of the warrants), and, in the case the warrants were
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;out-of-the-money,&#148;</FONT></FONT></FONT> in a total loss of the purchase price of the warrants. Warrants are generally unsecured obligations
of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation (&#147;OCC&#148;). Unlike foreign currency options issued by OCC, the terms of foreign exchange warrants generally will not be amended in
the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering (&#147;IPO&#148;) price of foreign
currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency
warrants are subject to significant foreign exchange risk, including risks arising from complex political or economic factors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Principal Exchange Rate Linked Securities.</U> Principal exchange rate linked securities (&#147;PERLs<SUP
STYLE="font-size:85%; vertical-align:top">SM</SUP>&#148;) are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about
that time. The return on &#147;standard&#148; PERLs<SUP STYLE="font-size:85%; vertical-align:top">SM</SUP> is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by
increases in the foreign exchange value of the U.S. dollar; &#147;reverse&#148; PERLs<SUP STYLE="font-size:85%; vertical-align:top">SM</SUP> are like the &#147;standard&#148; securities, except that their return is enhanced by increases in the value
of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the
purchaser of the notes (<I>i.e.</I>, at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the
expectations of the current market). PERLs<SUP STYLE="font-size:85%; vertical-align:top">SM</SUP> may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an
adverse impact on the value of the principal payment to be made at maturity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Performance Indexed Paper.</U>
Performance indexed paper (&#147;PIPs<SUP STYLE="font-size:85%; vertical-align:top">SM</SUP>&#148;) is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on
PIPs<SUP STYLE="font-size:85%; vertical-align:top">SM</SUP> is established at maturity as a function of spot exchange rates between the U.S. dollar and a designated currency as of or about that time (generally, the index maturity two days prior to
maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields
on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>U.S. Government Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or
instrumentalities. Some U.S. Government securities, such as Treasury bills, notes, and bonds and mortgage-backed securities guaranteed by Ginnie Mae, are supported by the full faith and credit of the United States; others are supported by the right
of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the agency&#146;s obligations; still others are supported only by the credit of the issuing agency,
instrumentality, or enterprise. Although U.S. GSEs, such as the Federal Home Loan Bank System (the &#147;FHLBS&#148;), Freddie Mac, Fannie Mae and the Student Loan Marketing Association may be chartered or sponsored by Congress, they are not funded
by Congressional appropriations, and their securities are not issued by the U.S. Treasury or supported by the full faith and credit of the U.S. Government and involve increased credit risks. Although legislation has been enacted to support certain
GSEs, including the FHLBS, Freddie Mac and Fannie Mae, there is no assurance that GSE obligations will be satisfied in full, or that such obligations will not decrease in value or default. It is difficult, if not impossible, to predict the future
political, regulatory or economic changes that could impact the GSEs and the values of their related securities or obligations. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies
and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability or investment character of securities issued or guaranteed by
these entities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">U.S. Government securities include securities that have no coupons, or have been stripped of their
unmatured interest coupons, individual interest coupons from such securities that trade separately, and evidences of receipt of such securities. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">26 </P>


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Such securities may pay no cash income, and are purchased at a deep discount from their value at maturity. See &#147;Zero-Coupon Bonds, <FONT STYLE="white-space:nowrap">Step-Ups</FONT> and <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Payment-In-Kind</FONT></FONT> Securities&#148; below. Custodial receipts issued in connection with <FONT STYLE="white-space:nowrap">so-called</FONT> trademark
<FONT STYLE="white-space:nowrap">zero-coupon</FONT> securities, such as Certificates of Accrual on Treasury Securities, are not issued by the U.S. Treasury, and are therefore not U.S. Government securities, although the underlying bond represented
by such receipt is a debt obligation of the U.S. Treasury. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While some U.S. Government securities are guaranteed as to
principal and interest, their market value is not guaranteed. U.S. Government securities are subject to the same interest rate and credit risks as are other debt securities. The U.S. Government does not guarantee the NAV or market value of the
Fund&#146;s Common Shares. The U.S. Government&#146;s ability to borrow money or otherwise finance its obligations, including as a result of legislatively-imposed limits on the amount of money it may borrow, could cause the values of U.S. Government
securities, including those of the U.S. Government&#146;s agencies and instrumentalities (&#147;Agency Securities&#148;) and other government-sponsored enterprises, to decline. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Municipal Bonds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Municipal bonds are investments of any maturity issued by states, public authorities or political subdivisions to raise money
for public purposes; they include, for example, general obligations of a state or other government entity supported by its taxing powers to acquire and construct public facilities, or to provide temporary financing in anticipation of the receipt of
taxes and other revenue. They also include obligations of states, public authorities or political subdivisions to finance privately owned or operated facilities or public facilities financed solely by enterprise revenues. Changes in law or adverse
determinations by the Internal Revenue Service (&#147;IRS&#148;) or a state tax authority could cause the income from some of these obligations to become taxable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Short-term municipal bonds are generally issued by state and local governments and public authorities as interim financing in
anticipation of tax collections, revenue receipts or bond sales to finance such public purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain types of private
activity bonds may be issued by public authorities to finance projects such as privately operated housing facilities; certain local facilities for supplying water, gas or electricity; sewage or solid waste disposal facilities; student loans; or
public or private institutions for the construction of educational, hospital, housing and other facilities. Such obligations are included within the term municipal bonds if the interest paid thereon is, in the opinion of bond counsel, exempt from
federal income tax and state personal income tax (such interest may, however, be subject to federal alternative minimum tax). Other types of private activity bonds, the proceeds of which are used for the construction, repair or improvement of, or to
obtain equipment for, privately operated industrial or commercial facilities, may also constitute municipal bonds, although current federal tax laws place substantial limitations on the size of such issues. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund does not expect to qualify to pass through to shareholders the <FONT STYLE="white-space:nowrap">tax-exempt</FONT>
character of interest on municipal bonds. The Fund may also invest in certain types of municipal bonds that are not <FONT STYLE="white-space:nowrap">tax-exempt.</FONT> See &#147;&#151;Tax Credit Bonds&#148; below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Participation interests</U>. The Fund may invest in municipal bonds either by purchasing them directly or by purchasing
certificates of accrual or similar instruments evidencing direct ownership of interest payments or principal payments, or both, on municipal bonds, provided that, in the opinion of counsel, any discount accruing on a certificate or instrument that
is purchased at a yield not greater than the coupon rate of interest on the related municipal bonds will be exempt from federal income tax to the same extent as interest on the municipal bonds. The Fund may also invest in municipal bonds by
purchasing from banks participation interests in all or part of specific holdings of municipal bonds. These participations may be backed in whole or in part by an irrevocable letter of credit or guarantee of the selling bank. The selling bank may
receive a fee from the Fund in connection with the arrangement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U><FONT STYLE="white-space:nowrap">Stand-by</FONT>
commitments</U>. If the Fund purchases municipal bonds, it has the authority to acquire <FONT STYLE="white-space:nowrap">stand-by</FONT> commitments from banks and broker-dealers with respect to those municipal bonds. A <FONT
STYLE="white-space:nowrap">stand-by</FONT> commitment may be considered a security independent of the municipal bond to which it relates. The amount payable by a bank or dealer during the time a <FONT STYLE="white-space:nowrap">stand-by</FONT>
commitment is exercisable, absent unusual circumstances, would be substantially the same as the market value of the underlying municipal bond to a third party at any time. It is expected that <FONT STYLE="white-space:nowrap">stand-by</FONT>
commitments generally will be available without the payment of direct or indirect consideration. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Yields</U>. The
yields on municipal bonds depend on a variety of factors, including general money market conditions, effective marginal tax rates, the financial condition of the issuer, general conditions of the municipal bond market, the size
</P>
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of a particular offering, the maturity of the obligation and the rating of the issue. The ratings assigned by NRSROs represent their opinions as to the credit quality of the municipal bonds that
they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, municipal bonds with the same maturity and interest rate but with different ratings may have the same yield.
Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates and may be due to such factors as changes in the overall demand or supply of various types of
municipal bonds or changes in the investment objectives of investors. Subsequent to purchase by the Fund, an issue of municipal bonds or other investments may cease to be rated or its rating may be reduced. Neither event will require the elimination
of an investment from the Fund&#146;s portfolio, but the Adviser will consider such an event in its determination of whether the Fund should continue to hold an investment in its portfolio. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Moral obligation bonds</U>. The Fund may invest in <FONT STYLE="white-space:nowrap">so-called</FONT> moral obligation
bonds, where repayment is backed by a moral commitment of an entity other than the issuer, if the credit of the issuer itself, without regard to the moral obligation, meets the investment criteria established for investments by the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Municipal leases</U>. The Fund may acquire participations in lease obligations or installment purchase contract obligations
(collectively, &#147;lease obligations&#148;) of municipal authorities or entities. Lease obligations do not constitute general obligations of the municipality for which the municipality&#146;s taxing power is pledged. Certain of these lease
obligations contain <FONT STYLE="white-space:nowrap">non-appropriation</FONT> clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose
on a yearly basis. In the case of a <FONT STYLE="white-space:nowrap">non-appropriation</FONT> lease, the Fund&#146;s ability to recover under the lease in the event of <FONT STYLE="white-space:nowrap">non-appropriation</FONT> or default will be
limited solely to the repossession of the leased property, and in any event, foreclosure of that property might prove difficult. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U><FONT STYLE="white-space:nowrap">Pre-refunded</FONT> municipal bonds</U>. The Fund may invest in <FONT
STYLE="white-space:nowrap">pre-refunded</FONT> municipal bonds, which are a type of municipal bond where the issuer, prior to final maturity of the bond, has set aside high-quality debt instruments in a designated escrow account to fund in full the
payment of the amount owed at final maturity to a call date on or before the final maturity of principal and remain outstanding in the municipal market. The payment of principal and interest of the
<FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal bonds held by the Fund is funded from the securities in the designated escrow account, which typically holds U.S. Treasury securities or other obligations of the U.S. government,
including Agency Securities. <FONT STYLE="white-space:nowrap">Pre-refunded</FONT> municipal bonds usually will bear an AAA rating (if a <FONT STYLE="white-space:nowrap">re-rating</FONT> has been requested and paid for) because they typically are
backed by the U.S. Treasury or Agency Securities. As the payment of principal and interest is generated from securities held in a designated escrow account, the pledge of the municipality has been fulfilled and the original pledge of revenue by the
municipality is no longer in place. The escrow account securities pledged to pay the principal and interest of the <FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal bonds held by the Fund nonetheless still subject the Fund to interest
rate risk and market risk. In addition, while a secondary market exists for <FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal bonds, if the Fund sells <FONT STYLE="white-space:nowrap">pre-refunded</FONT> municipal bonds prior to
maturity, the price received may be more or less than the original cost, depending on market conditions at the time of sale. The interest on <FONT STYLE="white-space:nowrap">pre-refunded</FONT> bonds issued on or before December&nbsp;31, 2017 is
exempt from federal income tax; the interest on such bonds issued after December&nbsp;31, 2017 is not exempt from federal income tax. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Revenue </U><U>Bonds</U><U>.</U> The Fund may invest in revenue bonds, which are a type of municipal bond payable only from
the revenues derived from a particular facility, a class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source. Revenue bonds have been issued to fund a wide variety of capital projects
including: electric, gas, water, and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; hospitals; and other infrastructure assets or projects. Although some of these obligations may be unsecured,
municipal bonds may provide security in the form of a debt service reserve fund the assets of which may be used to make principal and interest payments on the issuer&#146;s obligations. In addition to a debt service reserve fund, some authorities
provide further security in the form of a state&#146;s ability (without obligation) to make up deficiencies in the debt reserve fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because revenue bonds are typically payable only from revenue generated by the facility, class of facilities, facility
operator, or special excise tax proceeds for payment of interest and principal, rather than the credit of the state or local government authority issuing the bonds, revenue bonds may be subject to greater credit risk than general obligations because
of the relatively limited source of revenue. Industry-specific conditions may also affect the investment quality and value of revenue bonds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Tax Credit Bonds</U>. If the Fund holds, directly or indirectly, one or more &#147;tax credit bonds,&#148; issued on or
before December&nbsp;31, 2017, on one or more applicable dates during a taxable year, it is possible that the Fund will elect to permit </P>
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its shareholders to claim a tax credit on their income tax returns equal to each shareholder&#146;s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to
the Fund. In such a case, a shareholder will be deemed to receive a distribution of money with respect to its Fund shares equal to the shareholder&#146;s proportionate share of the amount of such credits and be allowed a credit against the
shareholder&#146;s U.S. federal income tax liability equal to the amount of such deemed distribution, subject to certain limitations imposed by the Code on the credits involved. Even if the Fund is eligible to pass through such tax credits to
shareholders, the Fund may choose not to do so. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Inverse Floaters</U>. Inverse floaters are typically created by
brokers by depositing an income-producing instrument in a trust. The trust in turn issues a variable rate security and inverse floaters. The interest rate on the short-term component is reset by an index or auction process normally every seven to 35
days, while the inverse floater holder receives the balance of the income from the underlying Municipal Bond less an auction fee. Therefore, rising short-term interest rates result in lower income for the inverse floater, and vice versa. An
investment in inverse floaters typically will involve greater risk than an investment in a fixed rate bond. Inverse floaters have interest rates that bear an inverse relationship to the interest rate on another security or the value of an index.
Because increases in the interest rate on the other security or index reduce the residual interest paid on an inverse floater, the value of an inverse floater is generally more volatile than that of a fixed rate bond. Inverse floaters have interest
rate adjustment formulas that generally reduce or, in the extreme, eliminate the interest paid to the Fund when short-term interest rates rise, and increase the interest paid to the Fund when short-term interest rates fall. Inverse floaters have
varying degrees of liquidity, and the market price for these securities is volatile. Inverse floaters can be very volatile and may be less liquid than other bonds of comparable maturity. These securities will generally underperform the market of
fixed rate bonds in a rising interest rate environment, but tend to outperform the market of fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, inverse floaters typically offer the potential for yields
exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity. Investing in inverse floaters may have the result of increasing the Fund&#146;s leverage. Trusts in which inverse floaters may
be held could be terminated, in which case the residual bond holder would take possession of the underlying bond(s) on an unleveraged basis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Additional risks</U>. Securities in which the Fund may invest, including municipal bonds, are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the federal Bankruptcy Code (including special provisions related to municipalities and other public entities), and laws, if any, that may be enacted by
Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that, as a result of litigation or other conditions,
such as the recent bankruptcy-type proceedings by the Commonwealth of Puerto Rico, the power, ability or willingness of issuers to meet their obligations for the payment of interest and principal on their municipal bonds may be materially affected
or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for municipal bonds or certain segments thereof, or of materially
affecting the credit risk with respect to particular bonds. Adverse economic, business, legal or political developments might affect all or a substantial portion of the Fund&#146;s municipal bonds in the same manner. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal
income tax exemption for interest on debt obligations issued by states and their political subdivisions. Federal tax laws limit the types and amounts of <FONT STYLE="white-space:nowrap">tax-exempt</FONT> bonds issuable for certain purposes,
especially industrial development bonds and private activity bonds. Such limits may affect the future supply and yields of these types of municipal bonds. Further proposals limiting the issuance of municipal bonds may well be introduced in the
future. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Private Investment in Public Companies (&#147;PIPEs&#148;) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in PIPE transactions. In a typical PIPE transaction, the Fund will acquire stock of a company (such as
convertible notes or convertible preferred stock) that is convertible into common stock through a private placement pursuant to Regulation D. The issuer&#146;s common stock is usually publicly traded on a U.S. securities exchange or in the OTC
markets, but the securities that are acquired in the PIPE transaction are not registered and will be subject to restrictions on their resale. Due to the potentially illiquid nature of such securities, the purchase price in a PIPE transaction will
typically be fixed at a discount to the prevailing market price of the issuer&#146;s common stock at the time of the transaction. As part of a PIPE transaction, the issuer will generally be contractually obligated to seek to register the securities
under the U.S. securities laws within an agreed upon period of time after the PIPE transaction. However, the Fund may not be able to sell its shares until that registration process is completed. PIPE transactions are subject to the risk that the
issuer may be unable to register the securities for public resale in a timely manner, or at all, in which case the securities could be sold only in a privately negotiated transaction and, potentially, at a price less than that paid by the Fund.
Disposing of such </P>
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securities may involve negotiation and legal expenses. Even if such securities are registered for public sale, the resulting market for the securities may be thin or illiquid, which could make it
difficult for the Fund to dispose of such securities at an acceptable price. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Corporate Debt Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Bonds and related debt obligations of varying maturities issued by U.S. and foreign corporations and other business entities
may include corporate bonds, debentures, notes and other similar corporate debt instruments, including convertible securities. Bonds are fixed or variable rate debt obligations, including bills, notes, debentures, money market instruments and
similar instruments and securities. Bonds generally are used by corporations and other issuers to borrow money from investors. The issuer pays the investor a rate of interest and normally must repay the amount borrowed on or before maturity. The
rate of interest on a corporate debt security may be fixed, floating or variable, and may vary inversely with respect to a reference rate. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of
exchange rates between the U.S. dollar and a foreign currency or currencies. Debt securities may be acquired with warrants attached. Certain bonds are &#147;perpetual&#148; in that they have no maturity date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in corporate debt securities are subject to a number of risks described in the Prospectus and
elaborated upon elsewhere in this section of the SAI, including interest rate risk, credit risk, below investment grade/high yield risk, issuer risk, foreign investing risk, inflation/deflation risk, liquidity risk, and portfolio management risk.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Commercial Paper </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Commercial paper represents short-term unsecured promissory notes issued in bearer form by corporations such as banks or bank
holding companies and finance companies. The rate of return on commercial paper may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tender Option Bonds </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
a tender option bond transaction (&#147;TOB&#148;), a tender option bond trust (&#147;TOB Trust&#148;) issues floating rate certificates (&#147;TOB Floater&#148;) and residual interest certificates (&#147;TOB Residual&#148;) and utilizes the
proceeds of such issuance to purchase a fixed-rate municipal bond (&#147;Fixed Rate Bond&#148;) that either is owned or identified by the Fund. The TOB Floater is generally issued to investors (typically a money market fund) and the TOB Residual is
generally issued to other investors, including, potentially, the Fund, that may have sold or identified the Fixed Rate Bond. The TOB Trust divides the income stream provided by the Fixed Rate Bond to create two securities, the TOB Floater, which is
a short-term security, and the TOB Residual, which is a longer-term security. The interest rates payable on the TOB Residual bear an inverse relationship to the interest rate on the TOB Floater. The interest rate on the TOB Floater is reset by a
remarketing process typically every 7 to 35 days. After income is paid on the TOB Floater at current rates, the residual income from the Fixed Rate Bond goes to the TOB Residual. Therefore, rising short-term rates result in lower income for the TOB
Residual, and vice versa. In the case of a TOB Trust that utilizes the cash received (less transaction expenses) from the issuance of the TOB Floater and TOB Residual to purchase the Fixed Rate Bond from the Fund, the Fund may then invest the cash
received in additional securities, generating leverage for the Fund. Other DoubleLine-managed accounts may also contribute municipal bonds to a TOB Trust into which a Fund has contributed Fixed Rate Bonds. If multiple DoubleLine-managed accounts
participate in the same TOB Trust, the economic rights and obligations under the TOB Residual will be shared among the funds ratably in proportion to their participation in the TOB Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The TOB Residual may be more volatile and less liquid than other municipal bonds of comparable maturity. In most circumstances
the TOB Residual holder bears substantially all of the underlying Fixed Rate Bond&#146;s downside investment risk and also benefits from any appreciation in the value of the underlying Fixed Rate Bond. Investments in a TOB Residual typically will
involve greater risk than investments in Fixed Rate Bonds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A TOB Residual held by the Fund may provide the Fund with the
right to: (1)&nbsp;cause the holders of the TOB Floater to tender their notes at par, and (2)&nbsp;cause the sale of the Fixed-Rate Bond held by the TOB Trust, thereby collapsing the TOB Trust. TOB Trusts are generally supported by a liquidity
facility provided by a third party bank or other financial institution (the &#147;Liquidity Provider&#148;) that provides for the purchase of TOB Floaters that cannot be remarketed. The holders of the TOB Floaters have the right to tender their
certificates in exchange for payment of par plus accrued interest on a periodic basis (typically weekly) or on the occurrence of certain mandatory tender events. The tendered TOB Floaters are remarketed by a remarketing agent, which is typically an
affiliated entity of the Liquidity Provider. If the TOB Floaters </P>
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cannot be remarketed, the TOB Floaters are purchased by the TOB Trust either from the proceeds of a loan from the Liquidity Provider or from a liquidation of the Fixed Rate Bond. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The TOB Trust may also be collapsed without the consent of the Fund, as the TOB Residual holder, upon the occurrence of
certain &#147;tender option termination events&#148; (or &#147;TOTEs&#148;) as defined in the TOB Trust agreements. Such termination events typically include the bankruptcy or default of the issuer of the municipal bond, a substantial downgrade in
credit quality of the municipal bond (or issuer thereof), or a judgment or ruling that interest on the Fixed Rate Bond is subject to federal income taxation. Upon the occurrence of a termination event, the TOB Trust would generally be liquidated in
full with the proceeds typically applied first to any accrued fees owed to the trustee, remarketing agent and liquidity provider, and then to the holders of the TOB Floater up to par plus accrued interest owed on the TOB Floater and a portion of
gain share, if any, with the balance paid out to the TOB Residual holder. In the case of a mandatory termination event, after the payment of fees, the TOB Floater holders would be paid before the TOB Residual holders (<I>i.e.</I>, the Fund). In
contrast, in the case of a TOTE, after payment of fees, the TOB Floater holders and the TOB Residual holders would be paid pro rata in proportion to the respective face values of their certificates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In December 2013, regulators finalized rules implementing Section&nbsp;619 (the &#147;Volcker Rule&#148;) and Section&nbsp;941
(the &#147;Risk Retention Rules&#148;) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the &#147;Dodd-Frank Act&#148;). Both the Volcker Rule and the Risk Retention Rules apply to tender option bond programs. The Volcker Rule
precludes banking entities from (i)&nbsp;sponsoring or acquiring interests in the trusts used to hold a municipal bond in the creation of TOB Trusts; and (ii)&nbsp;continuing to service or maintain relationships with existing programs involving TOB
Trusts to the same extent and in the same capacity as existing programs. The Risk Retention Rules require the sponsor to a TOB Trust (<I>e.g.</I>, the Fund) to retain at least five percent of the credit risk of the underlying assets supporting the
TOB Trust&#146;s municipal bonds. The Risk Retention Rules may adversely affect the Fund&#146;s ability to engage in TOB trust transactions or increase the costs of such transactions in certain circumstances. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In response to these rules, industry participants explored various structuring alternatives for TOB Trusts and agreed on a new
tender option bond structure in which the Fund may hire service providers to assist with establishing, structuring and sponsoring a TOB Trust. Service providers to a TOB Trust, such as administrators, liquidity providers, trustees and remarketing
agents act at the direction of, and as agent of, the Fund as the TOB residual holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the new TOB Trust structure,
the Liquidity Provider or remarketing agent will no longer purchase the tendered TOB Floaters, even in the event of failed remarketing. This may increase the likelihood that a TOB Trust will need to be collapsed and liquidated in order to purchase
the tendered TOB Floaters. The TOB Trust may draw upon a loan from the Liquidity Provider to purchase the tendered TOB Floaters. Any loans made by the Liquidity Provider will be secured by the purchased TOB Floaters held by the TOB Trust and will be
subject to an interest rate agreed with the Liquidity Provider. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Convertible Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in convertible securities. Convertible securities include bonds, debentures, notes, preferred stock and
other securities that may be converted into or exchanged for, at a specific price or formula within a particular period of time, a prescribed amount of common stock or other equity securities of the same or a different issuer. Convertible securities
may entitle the holder to receive interest paid or accrued on debt or dividends paid or accrued on preferred stock until the security matures or is redeemed, converted or exchanged. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market value of a convertible security is a function of its investment value and its conversion value. A security&#146;s
investment value represents the value of the security without its conversion feature (<I>i.e.</I>, a nonconvertible fixed income security). The investment value may be determined by reference to its credit quality and the current value of its yield
to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of
the security in the issuer&#146;s capital structure. A security&#146;s conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the conversion value of a convertible security is significantly below its investment value, the convertible security
generally trades like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. Conversely, if the conversion value of a convertible security is near or
above its investment value, the market value of the convertible security is typically more heavily influenced by </P>
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fluctuations in the market price of the underlying security. Convertible securities generally have less potential for gain than common stocks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investments in convertible securities may at times include securities that have a mandatory conversion
feature, pursuant to which the securities convert automatically into common stock or other equity securities at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. Because conversion of the
security is not at the option of the holder, the Fund may be required to convert the security into the underlying common stock even at times when to do so is not in the best interests of the shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Synthetic Convertible Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund also may invest in &#147;synthetic&#148; convertible securities, which will be selected based on the similarity of
their economic characteristics to those of a traditional convertible security due to the combination of separate securities or instruments that possess the two principal characteristics of a traditional convertible security, <I>i.e.</I>, an
income-producing security (&#147;income-producing component&#148;) and the right to acquire an equity security (&#147;convertible component&#148;). The income-producing component is achieved by investing in
<FONT STYLE="white-space:nowrap">non-convertible,</FONT> income-producing securities such as bonds, preferred stocks and money market instruments. Unlike a traditional convertible security, which is a single security having a unitary market value, a
synthetic convertible comprises two or more separate securities, each with its own market value. Therefore, the &#147;market value&#148; of a synthetic convertible security is the sum of the values of its income-producing component and its
convertible component. For this reason, the values of a synthetic convertible security and a traditional convertible security may respond differently to market fluctuations. The convertible component is achieved by purchasing warrants or options to
buy common stock at a certain exercise price, or options on a stock index. The Fund may also purchase synthetic securities created by other parties, typically investment banks, including convertible structured notes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">More flexibility is possible in the assembly of a synthetic convertible security than in the purchase of a convertible
security. Although synthetic convertible securities may be used for the Fund where the two components are issued by a single issuer, thus making the synthetic convertible security similar to the traditional convertible security, the character of a
synthetic convertible security allows the combination of components representing distinct issuers, when DoubleLine believes that such a combination would better promote the Fund&#146;s investment objectives. A synthetic convertible security also is
a more flexible investment in that its two components may be purchased separately. For example, an investor may purchase a warrant for inclusion in a synthetic convertible security but temporarily hold short-term investments while postponing the
purchase of a corresponding bond pending development of more favorable market conditions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A holder of a synthetic
convertible security faces the risk of a decline in the price of the security or the level of the index involved in the convertible component, causing a decline in the value of the call option or warrant purchased to create the synthetic convertible
security. Should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount paid for the call option or warrant would be lost. Because a synthetic convertible security includes the
income-producing component as well, the holder of a synthetic convertible security also faces the risk that interest rates will rise, causing a decline in the value of the income-producing instrument. Synthetic convertible securities may be created
by other parties, including convertible structured notes. Convertible structured notes are income-producing debentures linked to equity, and are typically issued by investment banks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s investment in convertible securities may also be generally subject to the risks associated with investment in
fixed income securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Preferred Stock </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">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. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as
holders of a company&#146;s common stock, and thus also represent an ownership interest in that company. Preferred stocks may pay fixed or adjustable rates of return. The value of a company&#146;s preferred stock may fall as a result of factors
relating directly to that company&#146;s products or services. A preferred stock&#146;s value may also fall because of factors affecting not just the company, but companies in the same industry or in a number of different industries, such as
increases in production costs. The value of preferred stock may also be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. In addition,
a </P>
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company&#146;s preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of the preferred stock
will usually react more strongly than bonds and other debt to actual or perceived changes in the company&#146;s financial condition or prospects. Preferred stocks of smaller companies may be more vulnerable to adverse developments than those of
larger companies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Fixed Rate Preferred Stocks.</U> Some fixed rate preferred stocks, known as perpetual preferred
stocks, offer a fixed return with no maturity date. Because they never mature, perpetual preferred stocks act like long-term bonds, can be more volatile than other types of preferred stocks that have a maturity date and may have heightened
sensitivity to changes in interest rates. Sinking fund preferred stocks offer a fixed return, but have a maturity date and are retired or redeemed on a predetermined schedule. The shorter duration of sinking fund preferred stocks makes them perform
somewhat like intermediate-term bonds and they typically have lower yields than perpetual preferred stocks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Adjustable
Rate and Auction Preferred Stocks</U>. Typically, the dividend rate on an adjustable rate preferred stock is determined prospectively each quarter by applying an adjustment formula established at the time of issuance of the stock. Although
adjustment formulas vary among issues, they typically involve a fixed premium or discount relative to rates on specified debt securities issued by the U.S. Treasury. The premium or discount adjustment to be added to or subtracted from this highest
U.S. Treasury base rate yield is fixed at the time of issue and cannot be changed without the approval of the holders of the stock. The dividend rate on certain other preferred stocks, commonly known as auction preferred stocks, is adjusted at
intervals that may be more frequent than quarterly, such as every 49 days, based on bids submitted by holders and prospective purchasers of such stocks and may be subject to stated maximum and minimum dividend rates. The issues of most adjustable
rate and auction preferred stocks currently outstanding are perpetual, but may be redeemable after a specified date at the option of the issuer. Certain issues supported by the credit of a high-rated financial institution provide for mandatory
redemption prior to expiration of the credit arrangement. No redemption can occur if full cumulative dividends are not paid. Although the dividend rates on adjustable and auction preferred stocks are generally adjusted or reset frequently, the
market values of these preferred stocks may still fluctuate in response to changes in interest rates. Market values of adjustable preferred stocks also may substantially fluctuate if interest rates increase or decrease once the maximum or minimum
dividend rate for a particular stock is approached. Auctions for U.S. auction preferred stocks have failed since early 2008, and the dividend rates payable on such preferred shares since that time typically have been paid at their maximum applicable
rate (typically a function of a reference rate of interest). The Fund expects that auction preferred stocks will continue to pay dividends at their maximum applicable rate for the foreseeable future and cannot predict whether or when the auction
markets for auction preferred stocks may resume normal functioning. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Bank Obligations </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Bank capital securities are issued by banks to help fulfill their regulatory capital requirements. There are three common
types of bank capital: Lower Tier II, Upper Tier II and Tier I. Bank capital is generally, but not always, of investment grade quality. Upper Tier II securities are commonly thought of as hybrids of debt and preferred securities. Upper Tier II
securities are often perpetual (with no maturity date), callable and have a cumulative interest deferral feature. This means that under certain conditions, the issuer bank can withhold payment of interest until a later date. However, such deferred
interest payments generally earn interest. Tier I securities often take the form of trust preferred securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund
may also invest in other bank obligations including, without limitation, certificates of deposit, bankers&#146; acceptance and fixed time deposits. Certificates of deposit are negotiable certificates that are issued against funds deposited in a
commercial bank for a definite period of time and that earn a specified return. Bankers&#146; acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are
&#147;accepted&#148; by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed
rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions and the remaining maturity of the obligations. There are generally no contractual
restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is generally no market for such deposits. The Fund may also hold funds on deposit with its custodian bank in an interest-bearing
account for temporary purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The activities of U.S. banks and most foreign banks are subject to comprehensive
regulations which, in the case of U.S. regulations, have undergone substantial changes in the past decade and are currently subject to legislative and regulatory scrutiny. The enactment of new legislation or regulations, as well as changes in
interpretation and enforcement of current laws, may affect the manner of operations and profitability of U.S. and foreign banks. Significant developments </P>
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in the U.S. banking industry have included increased competition from other types of financial institutions, increased acquisition activity and geographic expansion. Banks may be particularly
susceptible to certain economic factors, such as interest rate changes and adverse developments in the market for real estate. Fiscal and monetary policy and general economic cycles can affect the availability and cost of funds, loan demand and
asset quality and thereby impact the earnings and financial conditions of banks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Obligations of foreign banks involve
somewhat different investment risks than those affecting obligations of United States banks, including the possibilities that their liquidity could be impaired because of future political and economic developments, that their obligations may be less
marketable than comparable obligations of United States banks, that a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations, that foreign deposits may be seized or nationalized, that foreign governmental
restrictions such as exchange controls may be adopted which might adversely affect the payment of principal and interest on those obligations and that the selection of those obligations may be more difficult because there may be less publicly
available information concerning foreign banks or the accounting, auditing and financial reporting standards, practices and requirements applicable to foreign banks may differ from those applicable to United States banks. Foreign banks are not
generally subject to examination by any United States Government agency or instrumentality. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Loans, Assignments, and Participations </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may make loans directly to borrowers and may acquire or invest in loans made by others. The Fund may acquire a loan
interest directly by originating the loan or acting as a member of the original lending syndicate. Although the Fund has no present intention to do so, the Fund may seek to originate loans, including, without limitation, commercial real estate or
mortgage-related loans or other types of loans, which may be in the form of whole loans, secured and unsecured notes, senior and second lien loans, mezzanine loans or similar investments. The Fund will be responsible for the expenses associated with
originating a loan (whether or not consummated). This may include significant legal and due diligence expenses, which will be indirectly borne by the Fund and Common Shareholders. Alternatively, the Fund may acquire some or all of the interest of a
bank or other lending institution in a loan to a particular borrower by means of an assignment or a participation. In an assignment, the Fund assumes all of the rights of a lending institution in a loan, including the right to receive payments of
principal and interest and other amounts directly from the borrower and to enforce its rights as a lender directly against the borrower. The Fund assumes the position of a <FONT STYLE="white-space:nowrap">co-lender</FONT> with other syndicate
members. As an alternative, the Fund may purchase an assignment of a portion of a lender&#146;s interest in a loan. In this case, the Fund may be required generally to rely upon the assigning financial institution to demand payment and enforce its
rights against the borrower, but would otherwise be entitled to the benefit of all of the financial institution&#146;s rights in the loan. The Fund may also purchase a participating interest in a portion of the rights of a lending institution in a
loan. In such case, the Fund will generally be entitled to receive from the lending institution amounts equal to the payments of principal, interest and premium, if any, on the loan received by the institution, but will not generally be entitled to
enforce its rights directly against the agent bank (the &#147;Agent&#148;) or the borrower, and must rely for that purpose on the lending institution. In the case of a participation, the value of the Fund&#146;s loan investment will depend at least
in part on the credit standing of the assigning or participating institution. The loans in which the Fund may invest include those that pay fixed rates of interest and those that pay floating rates &#150;<I> i.e.</I>, rates that adjust periodically
based on a known lending rate, such as a bank&#146;s prime rate. Investments in loans may be of any quality, including &#147;distressed&#148; loans. The Fund also may gain exposure to loans and related investments through the use of total and excess
return swaps and/or other derivative instruments (see &#147;Derivative Instruments&#148;) and through private funds and other pooled investment vehicles, including some which may be sponsored or advised by the Adviser or its related parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Many loans are made by a syndicate of banks, represented by the Agent which has negotiated and structured the loan and which
is responsible generally for collecting interest, principal, and other amounts from the borrower on its own behalf and on behalf of the other lending institutions in the syndicate (the &#147;Lenders&#148;), and for enforcing its and their other
rights against the borrower. Each of the Lenders, which may include the Agent, lends to the borrower a portion of the total amount of the loan, and retains the corresponding interest in the loan. Unless, under the terms of the loan or other
indebtedness, the Fund has direct recourse against the borrower, the Fund may have to rely on the Agent or other financial intermediary to apply appropriate credit remedies against a borrower. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s ability to receive payments of principal and interest and other amounts in connection with loan participations
held by it will depend primarily on the financial condition of the borrower (and, in some cases, the lending institution from which it purchases the loan). The value of collateral, if any, securing a loan can decline, or may be insufficient to meet
the borrower&#146;s obligations or may be difficult to liquidate. In addition, the Fund&#146;s access to collateral </P>
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may be limited by bankruptcy or other insolvency laws. The failure by the Fund to receive scheduled interest or principal payments on a loan would adversely affect the income of the Fund and
would likely reduce the value of its assets, which would be reflected in a reduction in the Fund&#146;s NAV. Loans that are fully secured offer the Fund more protection than an unsecured loan in the event of
<FONT STYLE="white-space:nowrap">non-payment</FONT> of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower&#146;s obligation, or that the
collateral can be liquidated. Indebtedness of companies whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. Some companies may never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Consequently, when investing in indebtedness of companies with poor credit, the Fund bears a substantial risk of losing the entire amount invested. The Fund will in certain cases be required to rely upon the intermediary from which it
purchases an assignment or participation interest to collect and pass on to the Fund such payments and to enforce the Fund&#146;s rights. As a result, an insolvency, bankruptcy or reorganization of the intermediary may delay or prevent the Fund from
receiving principal, interest and other amounts with respect to the Fund&#146;s interest in the loan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Banks and other
Lenders generally perform a credit analysis of the borrower before originating a loan or participating in a lending syndicate. In selecting the loans in which the Fund will invest, however, the Adviser will not rely solely on that credit analysis,
but will perform its own investment analysis of the borrowers. The Adviser&#146;s analysis may include consideration of the borrower&#146;s financial strength and managerial experience, debt coverage, additional borrowing requirements or debt
maturity schedules, changing financial conditions, and responsiveness to changes in business conditions and interest rates. Because loans in which the Fund may invest may not be rated by independent credit rating agencies, a decision by the Fund to
invest in a particular loan may depend heavily on the Adviser&#146;s or the original lending institution&#146;s credit analysis of the borrower. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Loans and other types of direct indebtedness may not be readily marketable and may be subject to restrictions on resale. In
some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Adviser believes to be a fair price. Additionally, even
where there is a market for certain loans the settlement period may be extended, up to several weeks or longer. That means the Fund may have a limited ability to receive payment promptly on the sale of some of the loans in its portfolio. In
addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining the Fund&#146;s NAV than if that value were based on available market quotations, and could result in significant variations in the Fund&#146;s daily
share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. The Adviser will determine the liquidity of the Fund&#146;s investments by reference to, among other things,
market conditions and contractual provisions. Investments in loans through a direct loan may involve additional risks to the Fund. For example, if a loan is foreclosed, the Fund could become part owner of any collateral, and would bear the costs and
liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories<B> </B>of lender liability, the Fund could be held liable as <FONT STYLE="white-space:nowrap">co-owner.</FONT>
Lender liability may be founded upon the premise that an institutional lender has violated a duty of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in creation of a fiduciary duty owed
to the borrower or its other creditors or shareholders. In addition, courts have in some cases applied the doctrine of equitable subordination to subordinate the claim of a lending institution against a borrower to claims of other creditors of the
borrower when the lending institution is found to have engaged in unfair, inequitable, or fraudulent conduct. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">From time
to time, loans or assignment or participation interests therein acquired by the Fund, or to which the Fund may have direct or indirect investment exposure, will at the time of their acquisition be, or may become after acquisition, <FONT
STYLE="white-space:nowrap">non-performing</FONT> for a wide variety of reasons. <FONT STYLE="white-space:nowrap">Non-performing</FONT> loans include mortgages where the borrower is in default or is or has been delinquent as to the payment of
interest and/or principal, including, potentially, for a significant period of time. Such <FONT STYLE="white-space:nowrap">non-performing</FONT> loans could require a substantial amount of workout negotiations and/or restructuring, which could
entail, among other things, a substantial reduction in the interest rate and a substantial write down of the principal of such loans. Even if a restructuring were successfully accomplished, a risk exists that upon maturity of such a loan,
replacement &#147;takeout&#148; financing will not be available. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Loans and certain other forms of direct indebtedness may
not be classified as &#147;securities&#148; under the federal securities laws and, therefore, purchasers of such instruments may not be entitled to the protections against fraud and misrepresentation contained in the federal securities laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">It is the position of the SEC that, in the case of loan participations or assignments where a bank or other lending
institution serves as a financial intermediary between the Fund and the corporate borrower, if the participation does not shift to the Fund the direct debtor-creditor relationship with the borrower, the Fund should treat both the lending bank or
</P>
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other lending institution and the borrower as &#147;issuers.&#148; If and to the extent the Fund treats a financial intermediary as an issuer of indebtedness, the Fund may in certain
circumstances be limited in its ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and
industries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Economic exposure to loan interests through the use of derivative transactions, including, among others,
total and excess return swaps, may involve greater risks than if the Fund had invested in the loan interest directly during a primary distribution or through assignments of, or participations in, a bank loan acquired in secondary markets since, in
addition to the risks described above, certain derivative transactions may be subject to leverage risk and greater illiquidity risk, counterparty risk, valuation risk and other risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In managing the Fund, the Adviser may seek to avoid the receipt of material,
<FONT STYLE="white-space:nowrap">non-public</FONT> information (&#147;Confidential Information&#148;) about the issuers of floating rate loans or other investments being considered for acquisition by the Fund or held in the Fund&#146;s portfolio if
the receipt of the Confidential Information would restrict one or more of the Adviser&#146;s clients, including, potentially, the Fund, from trading in securities they hold or in which they may invest. In many instances, issuers offer to furnish
Confidential Information to prospective purchasers or holders of the issuer&#146;s loans or other securities. In circumstances when the Adviser declines to receive Confidential Information from these issuers, the Fund may be disadvantaged in
comparison to other investors, including with respect to evaluating the issuer and the price the Fund would pay or receive when it buys or sells those investments, and the Fund may not take advantage of investment opportunities that it otherwise
might have if it had received such Confidential Information. Further, in situations when the Fund is asked, for example, to grant consents, waivers or amendments with respect to such investments, the Adviser&#146;s ability to assess such consents,
waivers and amendments may be compromised. In certain circumstances, the Adviser may determine to receive Confidential Information, including on behalf of clients other than the Fund. Receipt of Confidential Information by the Adviser could limit
the Fund&#146;s ability to sell certain investments held by the Fund or pursue certain investment opportunities on behalf of the Fund, potentially for a substantial period of time. In certain situations, the Adviser may create information walls
around persons <FONT STYLE="white-space:nowrap">(&#147;walled-off</FONT> personnel&#148;) having access to the Confidential Information to limit the restrictions on others at the Adviser. Those measures could impair the ability of those persons to
assist in managing the Fund. Also, certain issuers of senior floating rate loans, other bank loans and related investments may not have any publicly traded securities (&#147;Private Issuers&#148;) and may offer private information pursuant to
confidentiality agreements or similar arrangements. The Adviser may access such private information, while recognizing that the receipt of that information could potentially limit the Fund&#146;s ability to trade in certain securities if the Private
Issuer later issues publicly traded securities. If the Adviser intentionally or unintentionally comes into possession of Confidential Information, it may be unable, potentially for a substantial period of time, to sell certain investments held by
the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Lending Fees</I>. In the process of buying, selling and holding loans, the Fund may receive and/or pay
certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When the Fund buys a loan it may receive a facility fee and when it sells a loan it may
pay a facility fee. On an ongoing basis, the Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of the loan. In certain circumstances, the Fund may receive a prepayment penalty fee upon the
prepayment of a loan by a borrower. Other fees received by the Fund may include covenant waiver fees and covenant modification fees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Borrower Covenants</I>. A borrower under a loan may be required to comply with various restrictive covenants contained in a
loan agreement or note purchase agreement between the borrower and the Lender or lending syndicate (the &#147;Loan Agreement&#148;). Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions
on dividend payments and other distributions to stockholders, provisions requiring the borrower to maintain specific minimum financial ratios and limits on total debt. In addition, the Loan Agreement may contain a covenant requiring the borrower to
prepay the loan with a certain portion of excess cash flow. Excess cash flow is generally defined as net income after scheduled debt service payments, taxes paid in cash and permitted capital expenditures but before depreciation and amortization
among other adjustments includes the proceeds from asset dispositions or sales of securities. A breach of a covenant which is not waived by the Agent, or by the lenders directly, as the case may be, is normally an event of acceleration; <I>i.e.</I>,
the Agent, or the lenders directly, as the case may be, has the right to call the outstanding loan. The typical practice of an Agent or a Lender in relying exclusively or primarily on reports from the borrower may involve a risk of fraud by the
borrower. In the case of a loan in the form of a participation, the agreement between the buyer and seller may limit the rights of the participant to vote on certain changes which may be made to the Loan Agreement, such as waiving a breach of a
covenant. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some of the loans in which the Fund may invest or to which the Fund may obtain
exposure may contain fewer or less restrictive constraints on the borrower than certain other types of loans (&#147;covenant-lite&#148; loans). See &#147;Loan Risk &#151; Restrictive Loan Covenants Risk&#148; in the Fund&#146;s Prospectus for more
information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Administration of Loans.</I>&nbsp;In certain loans, the Agent administers the terms of the Loan
Agreement. In such cases, the Agent is normally responsible for the collection of principal and interest payments from the borrower and the apportionment of these payments to the credit of all institutions which are parties to the Loan Agreement.
The Fund will generally rely upon the Agent or an intermediate participant to receive and forward to the Fund its portion of the principal and interest payments on the loan. Furthermore, unless under the terms of a participation agreement the Fund
has direct recourse against the borrower, the Fund will rely on the Agent and the other members of the lending syndicate to use appropriate credit remedies against the borrower. The Agent is typically responsible for monitoring compliance with
covenants contained in the Loan Agreement based upon reports prepared by the borrower. The Agent usually does, but is often not obligated to, notify holders of loans of any failures of compliance. In certain loans such as asset-backed loans, the
Agent may monitor the value of the collateral, if any, and if the value of such collateral declines, may accelerate the loan, may give the borrower an opportunity to provide additional collateral or may seek other protection for the benefit of the
participants in the loan. The Agent is compensated by the borrower for providing these services under a Loan Agreement, and such compensation may include special fees paid upon structuring and funding the loan and other fees paid on a continuing
basis. With respect to loans for which the Agent does not perform such administrative and enforcement functions, the Adviser will perform such tasks on behalf of the Fund, although a collateral bank will typically hold any collateral on behalf of
the Fund and the other lenders pursuant to the applicable Loan Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A financial institution&#146;s appointment as
Agent may usually be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent, enters Federal Deposit Insurance Corporation (&#147;FDIC&#148;) receivership, or, if not FDIC insured, enters into bankruptcy
or insolvency proceedings. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of loans. However, if assets held by the Agent for
the benefit of the Fund were determined to be subject to the claims of the Agent&#146;s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan, or suffer a loss of principal and/or interest. In situations
involving other intermediate participants, similar risks may arise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Prepayments.</I>&nbsp;Loans may require, in
addition to scheduled payments of interest and principal, the prepayment of the loan from free cash flow, as defined above. The degree to which borrowers prepay loans, whether as a contractual requirement or at their election, may be affected by
general business conditions, the financial condition of the borrower and competitive conditions among lenders, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding
debt on which the Fund derives interest income will be reduced. However, the Fund may, but will not necessarily, receive both a prepayment penalty fee from the prepaying borrower and a facility fee upon the purchase of a new loan with the proceeds
from the prepayment of the former. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Bridge Financings.</I>&nbsp;Loans may be designed to provide temporary or
&#147;bridge&#148; financing to a borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. Loans may also be obligations of borrowers who have obtained bridge loans from
other parties. A borrower&#146;s use of bridge loans involves a risk that the borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrower&#146;s perceived creditworthiness or its willingness or
ability to repay the bridge loan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Senior Loans.</I>&nbsp;Senior floating rate loans may be made to or issued by U.S.
or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> banks or other corporations (&#147;Senior Loans&#148;). Senior Loans include senior floating rate loans and institutionally traded senior floating rate debt obligations issued by asset-backed pools
and other issues, and interests therein. Senior Loan interests may be acquired from U.S. or foreign commercial banks, insurance companies, finance companies or other financial institutions that have made loans or are members of a lending syndicate
or from other holders of loan interests. Senior Loans typically pay interest at rates which are <FONT STYLE="white-space:nowrap">re-determined</FONT> periodically on the basis of a floating base lending rate (such as the London Inter-Bank Offered
Rate, &#147;LIBOR&#148;) plus a premium. Senior Loans generally (but not always) hold the most senior position in the capital structure of a borrower and, if below investment grade quality, are often secured with collateral. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">From time to time, the Adviser and its related parties may borrow money from various banks in connection with their business
activities. Such banks may also sell Senior Loans to or acquire them from the Fund or may be intermediate participants with respect to Senior Loans in which the Fund owns interests. Such banks may also act as Agents for Senior Loans held by the
Fund. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent that the collateral, if any, securing a Senior Loan consists of the
stock of the borrower&#146;s subsidiaries or other affiliates, the Fund will be subject to the risk that this stock will decline in value. Such a decline, whether as a result of bankruptcy proceedings or otherwise, could cause the Senior Loan to be
undercollateralized or unsecured. In most credit agreements there is no requirement to pledge additional collateral. In addition, a Senior Loan may be guaranteed by, or fully secured by assets of, shareholders or owners, even if the Senior Loans are
not otherwise collateralized by assets of the borrower. There may be temporary periods when the principal asset held by a borrower is the stock of a related company, which may not legally be pledged to secure a secured Senior Loan. On occasions when
such stock cannot be pledged, the secured Senior Loan will be temporarily unsecured until the stock can be pledged or is exchanged for or replaced by other assets, which will be pledged as security for such Senior Loan. However, the borrower&#146;s
ability to dispose of such securities, other than in connection with such pledge or replacement, will be strictly limited for the protection of the holders of secured Senior Loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If a borrower&nbsp;becomes involved in bankruptcy proceedings, a court under certain circumstances potentially could
invalidate the Fund&#146;s security interest in any loan collateral or subordinate the Fund&#146;s rights under a secured Senior Loan to the interests of the borrower&#146;s unsecured creditors. Such action by a court could be based, for example, on
a &#147;fraudulent conveyance&#148; claim to the effect that the borrower did not receive &#147;reasonably equivalent value&#148; for granting the security interest in the loan collateral to the Fund. For secured Senior Loans made in connection with
a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of such loan were not received or retained by the borrower, but were instead paid to other persons, such as shareholders of the
borrower, in an amount which left the borrower insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead
to the invalidation of the Fund&#146;s security interest in any loan collateral. If the Fund&#146;s security interest in loan collateral is invalidated or a secured Senior Loan is subordinated to other debt of a borrower in bankruptcy or other
proceedings, it is unlikely that the Fund would be able to recover the full amount of the principal and interest due on the secured Senior Loan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Real Estate Loans.</I> The Fund may acquire commercial whole mortgage loans secured by a first mortgage lien on commercial
property, which may be structured to either permit the Fund to retain the entire loan, or sell the lower yielding senior portions of the loans and retain the higher yielding subordinate investment. Typically, borrowers under these loans are
institutions and real estate operating companies and investors. These loans are generally secured by commercial real estate assets in a variety of industries with a variety of characteristics. In addition to interest, the Fund may receive
origination fees, extension fees, modification or similar fees in connection with whole mortgage loans. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may also
acquire performing residential mortgage loans secured by a first mortgage lien on residential property. Typically, borrowers of these loans are individuals rather than institutions, and the quality of residential real estate loans can depend largely
on the credit characteristics of the underlying borrowers. In the last decade, the residential mortgage market in the United States experienced difficulties that resulted in losses on residential mortgage loans (especially subprime and second-lien
mortgage loans). There can be no assurance that such difficulties would not be experienced again, which could result in losses as a result of investments in residential real estate loans. For more information regarding these and other risks, see
&#147;Principal Risk Factors &#151; Mortgage-backed securities risks&#148; in the Fund&#146;s Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><FONT
STYLE="white-space:nowrap">B-Notes.</FONT></I> A <FONT STYLE="white-space:nowrap">B-Note</FONT> is a mortgage loan typically (i)&nbsp;secured by a first mortgage on a single large commercial property or group of related properties and
(ii)&nbsp;subordinated to an <FONT STYLE="white-space:nowrap">A-Note</FONT> secured by the same first mortgage on the same collateral. As a result, if a borrower defaults, there may not be sufficient funds remaining for <FONT
STYLE="white-space:nowrap">B-Note</FONT> holders after payment to the <FONT STYLE="white-space:nowrap">A-Note</FONT> holders. Since each transaction is privately negotiated, <FONT STYLE="white-space:nowrap">B-Notes</FONT> can vary in their
structural characteristics and risks. For example, the rights of holders of <FONT STYLE="white-space:nowrap">B-Notes</FONT> to control the process following a borrower default may be limited in certain investments. Further, <FONT
STYLE="white-space:nowrap">B-Notes</FONT> typically are secured by a single property, and so reflect the increased risks associated with a single property compared to a pool of properties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Mezzanine Loans.</I>&nbsp;Mezzanine loans are loans that are subordinate in the capital structure of the borrower, meaning
that there may be significant indebtedness ranking ahead of the borrower&#146;s obligation to the Fund in the event of the borrower&#146;s insolvency. Such loans may be collateralized with tangible fixed assets such as real property or interests in
real property, or may be uncollateralized. As with other loans to corporate borrowers, repayment of a mezzanine loan is dependent on the successful operation of the borrower. Mezzanine loans may also be affected by the successful operation of other
properties, the interests in which are not pledged to secure the mezzanine loan. While mezzanine investments may benefit from the same or similar financial and other covenants as those enjoyed by the indebtedness ranking ahead of the mezzanine
investments and may benefit from cross-default provisions and security over the borrower&#146;s assets, some or all </P>
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of such terms may not apply to particular mezzanine investments. Mezzanine investments generally are subject to various risks including, without limitation, (i)&nbsp;a subsequent characterization
of an investment as a &#147;fraudulent conveyance&#148;; (ii)&nbsp;the recovery as a &#147;preference&#148; of liens perfected or payments made on account of a debt incurred in the 90&nbsp;days before a bankruptcy filing; (iii)&nbsp;equitable
subordination claims by other creditors; <FONT STYLE="white-space:nowrap">(iv)&nbsp;so-called</FONT> &#147;lender liability&#148; claims by the issuer of the obligations; and (v)&nbsp;environmental liabilities that may arise with respect to
collateral securing the obligations. In addition to interest, the Fund may receive origination fees, extension fees, modification or similar fees in connection with investments in mezzanine loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Delayed Funding Loans and Revolving Credit Facilities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Delayed funding loans and revolving credit facilities are borrowing arrangements in which the lender agrees to make loans up
to a maximum amount upon demand by the borrower during a specified term. A revolving credit facility differs from a delayed funding loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term
of the revolving credit facility. Delayed funding loans and revolving credit facilities usually provide for floating or variable rates of interest. These commitments may have the effect of requiring the Fund to increase its exposure to a company at
a time when it might not otherwise be desirable to do so (including a time when the company&#146;s financial condition makes it unlikely that such amounts will be repaid or which the Fund needs to sell other assets to raise cash to satisfy its
obligor). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Delayed funding loans and revolving credit facilities may be subject to restrictions on transfer, and only
limited opportunities may exist to resell such instruments. As a result, the Fund may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. For a further discussion of the risks involved
in investing in loan participations and other forms of direct indebtedness see &#147;&#151;Loans, Assignments, and Participations.&#148; Delayed funding loans and revolving credit facilities are subject to credit, interest rate and liquidity risk.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Zero-Coupon Bonds, <FONT STYLE="white-space:nowrap">Step-Ups</FONT> and
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Payment-In-Kind</FONT></FONT> Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Zero-coupon securities are debt obligations that do not entitle the holder to any periodic payments of interest either for the
entire life of the obligation or for an initial period after the issuance of the obligations. Like <FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds, <FONT STYLE="white-space:nowrap">&#147;step-up&#148;</FONT> bonds pay no interest initially
but eventually begin to pay a coupon rate prior to maturity, which rate may increase at stated intervals during the life of the security. PIKs pay dividends or interest in the form of additional securities of the issuer, rather than in cash.
Zero-coupon bonds, <FONT STYLE="white-space:nowrap">step-ups</FONT> and PIKs allow an issuer to avoid or delay the need to generate cash to meet current interest payments, and, as a result, may involve greater credit risk than bonds that pay
interest currently or in cash. Each of these instruments is typically issued and traded at a deep discount from its face amount. The amount of the discount varies depending on such factors as the time remaining until maturity of the securities,
prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer. The market prices of <FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds, <FONT STYLE="white-space:nowrap">step-ups</FONT> and PIKs
generally are more volatile than the market prices of debt instruments that pay interest currently and in cash and are likely to respond to changes in interest rates to a greater degree than do other types of securities having similar maturities and
credit quality. Because the Fund will not, on a current basis, receive cash payments from the issuer of these securities in respect of any accrued original issue discount, in some years the Fund may have to distribute cash obtained from selling
other portfolio holdings of the Fund in order to satisfy the distribution requirement for treatment as a RIC under the Code. In some circumstances, such sales might be necessary in order to satisfy cash distribution requirements even though
investment considerations might otherwise make it undesirable for the Fund to sell securities at such time. Under many market conditions, investments in <FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds,
<FONT STYLE="white-space:nowrap">step-ups</FONT> and PIKs may be illiquid, making it difficult for the Fund to dispose of them or determine their current value. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Variable and Floating Rate Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The
terms of such obligations provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or
may be event based, such as based on a change in the prime rate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The interest rate on a floating rate debt instrument (a
&#147;floater&#148;) is a variable rate that is tied to another interest rate, such as a corporate bond index or Treasury bill rate. The interest rate on a floater resets periodically, typically every six months. While, because of the interest rate
reset feature, floaters provide the Fund with a certain degree of protection against rising interest rates, the Fund will participate in any declines in interest rates as well. A credit spread trade is an
</P>
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investment position relating to a difference in the prices or interest rates of two bonds or other securities, where the value of the investment position is determined by movements in the
difference between the prices or interest rates, as the case may be, of the respective securities or currencies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The interest rate on an
inverse floating rate debt instrument (an &#147;inverse floater&#148;) resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may exhibit greater price volatility than a fixed
rate obligation of similar credit quality. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Custodial Receipts </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in custodial receipts representing interests in securities held by a custodian. The securities so held may
include U.S. Government Securities or other types of securities in which the Fund may invest. The custodial receipts may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the
payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts may not be considered obligations of the U.S. government or
other issuer of the securities held by the custodian or trustee. As a holder of custodial receipts, the Fund will bear its proportionate share of the fees and expenses charged to the custodial account. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Inflation-Indexed Bonds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of
inflation. Two structures are common. The U.S. Treasury and some other issuers utilize a structure that accrues inflation into the principal value of the bond. Many other issuers pay out the Consumer Price Index accruals as part of a semiannual
coupon. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Inflation-indexed securities issued by the U.S. Treasury have maturities of approximately five, ten or thirty
years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis equal to a fixed percentage of the inflation-adjusted principal amount. For example,
if the Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and the rate of inflation over the first six months was 1%, the
<FONT STYLE="white-space:nowrap">mid-year</FONT> par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole year&#146;s
inflation equaling 3%, the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">end-of-year</FONT></FONT> par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted
downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case
of U.S. Treasury inflation-indexed bonds, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the
current market value of the bonds is not guaranteed and will fluctuate. The Fund also may invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal
value of the bond repaid at maturity may be less than the original principal amount. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The value of inflation-indexed bonds
is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than
nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a
decrease in value of inflation-indexed bonds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While these securities are expected to provide protection from long-term
inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be
protected to the extent that the increase is not reflected in the bond&#146;s inflation measure. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The periodic adjustment
of U.S. inflation-indexed bonds is tied to the Consumer Price Index for All Urban Consumers <FONT STYLE="white-space:nowrap">(&#147;CPI-U&#148;),</FONT> which is not seasonably adjusted and which is calculated monthly by the U.S. Bureau of Labor
Statistics. The </P>
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<FONT STYLE="white-space:nowrap">CPI-U</FONT> is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds
issued by a foreign <FONT STYLE="white-space:nowrap">(non-U.S.)</FONT> government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the
<FONT STYLE="white-space:nowrap">CPI-U</FONT> or any foreign <FONT STYLE="white-space:nowrap">(non-U.S.)</FONT> inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no
assurance that the rate of inflation in a foreign <FONT STYLE="white-space:nowrap">(non-U.S.)</FONT> country will be correlated to the rate of inflation in the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though
investors do not receive their principal until maturity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Perpetual Bonds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Perpetual bonds offer a fixed return with no maturity date. Because they never mature, perpetual bonds can be more volatile
than other types of bonds that have a maturity date and may have heightened sensitivity to changes in interest rates. An issuer of perpetual bonds is responsible for coupon payments in perpetuity but does not have to redeem the securities. Perpetual
bonds are often callable after a set period of time, typically between 5 and 10 years. It is possible that one or more perpetual bonds in which the Fund may invest will be characterized as equity rather than debt for U.S. federal income tax
purposes. Where such perpetual bonds are issued by <FONT STYLE="white-space:nowrap">non-U.S.</FONT> issuers, they may be treated in turn as equity securities of a &#147;passive foreign investment company.&#148; See &#147;Tax Matters&#148; below for
additional information on the tax considerations relating to the Fund&#146;s equity investments in passive foreign investment companies (&#147;PFICs&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Event-Linked Bonds </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Event-linked exposure may be gained by investing in &#147;event-linked bonds&#148; or &#147;event-linked swaps,&#148; or
implement &#147;event-linked strategies.&#148; Event-linked exposure results in gains that typically are contingent on the <FONT STYLE="white-space:nowrap">non-occurrence</FONT> of a specific &#147;trigger&#148; event, such as a hurricane,
earthquake, or other physical or weather-related phenomena. Some event-linked bonds are commonly referred to as &#147;catastrophe bonds.&#148; They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations
or other <FONT STYLE="white-space:nowrap">on-shore</FONT> or <FONT STYLE="white-space:nowrap">off-shore</FONT> entities (such special purpose entities are created to accomplish a narrow and well-defined objective, such as the issuance of a note in
connection with a reinsurance transaction). If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, the principal amount of the bond is reduced (potentially to zero), and the Fund
may lose a portion or all of its principal invested in the bond. If no trigger event occurs, the Fund will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses,
index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in
order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. In addition to the specified trigger events, event-linked bonds also may expose an investor
to certain unanticipated risks including but not limited to issuer risk, credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of
these securities, and there can be no assurance that a liquid market in these instruments will develop. See &#147;Illiquid Securities.&#148; Lack of a liquid market may impose the risk of higher transaction costs and the possibility that the Fund
may be forced to liquidate positions when it would not be advantageous to do so. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Derivative Instruments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some of the instruments in which the Fund may invest may be referred to as &#147;derivatives,&#148; because their value
&#147;derives&#148; from the value of an underlying asset, reference rate or index. These instruments include options, futures contracts, forward currency contracts, swap agreements and similar instruments. The market value of derivative instruments
and securities sometimes may be more volatile than those of other instruments and each type of derivative instrument may have its own special risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> derivative instruments
may expose the Fund to the credit risk of its counterparty. In the event the counterparty to such a derivative instrument becomes insolvent, the Fund potentially could lose all or a large portion of its investment in the derivative instrument. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">41 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investing for hedging purposes or to increase the Fund&#146;s return may result
in certain additional transaction costs that may reduce the Fund&#146;s performance. In addition, when used for hedging purposes, no assurance can be given that each derivative position will achieve a close correlation with the security or currency
that is the subject of the hedge, or that a particular derivative position will be available when sought by the Adviser. While hedging strategies involving derivatives can reduce the risk of loss, they can also reduce the opportunity for gain or
even result in losses by offsetting favorable price movements in other Fund investments. Certain derivatives may create a risk of loss greater than the amount invested. The Fund or its agents will earmark or segregate liquid assets on its books
against its derivatives exposures to the extent required by applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Options </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase and write (sell) call and put options, including options listed on U.S. or foreign securities exchanges
or OTC Options. Exchange-listed options are issued by the OCC (in the U.S.) or other clearing corporation or exchange which assures that all transactions in such options are properly executed. OTC Options are purchased from or sold (written) to
dealers or financial institutions which have entered into direct agreements with the Fund. With OTC Options, such variables as expiration date, exercise price and premium will be agreed upon between the Fund and the transacting dealer, without the
intermediation of a third party such as the OCC. In the event the counterparty to such a derivative instrument becomes insolvent, the Fund will lose all or substantially all of its investment in the derivative instrument, as well as the benefits
derived therefrom. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><U>Purchasing Call and Put Options</U></I>. The Fund may purchase a call option in order to close
out a covered call position (see &#147;Covered Call Writing&#148; below), to protect against an increase in price of a security it anticipates purchasing. The purchase of the call option to effect a closing transaction on a call written <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> may be a listed or an OTC Option. In either case, the call purchased is likely to be on the same securities and have the same terms as the written option. If
purchased <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter,</FONT></FONT> the option would generally be acquired from the dealer or financial institution which purchased the call written by the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase put options on securities which it holds in its portfolio to protect itself against a decline in the
value of the security and to close out written put option positions. If the value of the underlying security were to fall below the exercise price of the put purchased in an amount greater than the premium paid for the option, the Fund would incur
no additional loss. In addition, the Fund may sell a put option which it has previously purchased prior to the sale of the securities underlying such option. Such a sale would result in a net gain or loss depending whether the amount received on the
sale is more or less than the premium and other transaction costs paid on the put option which is sold. Such gain or loss could be offset in whole or in part by a change in the market value of the underlying security. If a put option purchased by
the Fund expired without being sold or exercised, the premium would be lost. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><U>Covered Call Writing</U></I>. The Fund
is permitted to write covered call options on securities. Generally, a call option is covered if the Fund owns, or has the right to acquire, without additional cash consideration (or for additional cash consideration held for the Fund by its
custodian in a segregated account) the underlying security subject to the option, or otherwise segregates sufficient cash or U.S. Government securities or other liquid securities to cover the outstanding position. A call option is also covered if
the Fund holds a call on the same security as the underlying security of the written option, where the exercise price of the call used for coverage is equal to or less than the exercise price of the call written. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The writer of an option receives from the purchaser, in return for a call it has written, a premium (<I>i.e.</I>, the price of
the option). Receipt of these premiums may better enable the Fund to earn a higher level of current income than it would earn from holding the underlying securities alone. Moreover, the premium received will offset a portion of the potential loss
incurred by the Fund if the securities underlying the option are ultimately sold by the Fund at a loss. Furthermore, a premium received on a call written on a foreign currency will ameliorate any potential loss of value on the portfolio security due
to a decline in the value of the currency. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">However, during the option period, the covered call writer has, in return for
the premium on the option, given up the opportunity for capital appreciation above the exercise price should the market price of the underlying security increase, but has retained the risk of loss should the price of the underlying security decline.
The premium received will fluctuate with varying economic market conditions. If the market value of the portfolio securities upon which call options have been written increases, the Fund may receive a lower total return from the portion of its
portfolio upon which calls have been written than it would have had such calls not been written. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">42 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">With respect to listed options and certain OTC Options, during the option period,
the Fund may be required, at any time, to deliver the underlying security against payment of the exercise price on any calls it has written (exercise of certain listed and OTC Options may be limited to specific expiration dates). This obligation is
terminated upon the expiration of the option period or at such earlier time when the writer effects a closing purchase transaction. A closing purchase transaction 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Closing purchase transactions are ordinarily effected to realize a profit or loss on an outstanding call option, to prevent an
underlying security from being called, to permit the sale of an underlying security or to enable the Fund to write another call option on the underlying security with either a different exercise price or expiration date or both. The Fund may realize
a net gain or loss from a closing purchase transaction depending upon whether the amount of the premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase
transaction may be wholly or partially offset by unrealized appreciation in the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part or exceeded by a decline in
the market value of the underlying security. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If a call option expires unexercised, the Fund realizes a gain in the amount
of the premium on the option less the commission paid. Such a gain, however, may be offset by depreciation in the market value of the underlying security during the option period. If a call option is exercised, the Fund realizes a gain or loss from
the sale of the underlying security equal to the difference between the purchase price of the underlying security and the proceeds of the sale of the security plus the premium received on the option less the commission paid. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><U>Covered Put Writing</U></I>. The Fund is permitted to write covered put options on securities. As a writer of a covered
put option, the Fund incurs an obligation to buy the security underlying the option from the purchaser of the put at the option&#146;s exercise price at any time during the option period at the purchaser&#146;s election (certain listed and OTC put
options written by the Fund will be exercisable by the purchaser only on a specific date). A put is covered if, at all times during the option period, the Fund maintains, in a segregated account, cash or other liquid assets in an amount equal to at
least the exercise price of the option. Similarly, a short put position could be covered by the Fund by its purchase of a put option on the same security as the underlying security of the written option, where the exercise price of the purchased
option is equal to or more than the exercise price of the put written or less than the exercise price of the put written if the marked to market difference is maintained by the Fund in cash or other liquid assets which the Fund holds in a segregated
account. In writing puts, the Fund assumes the risk of loss should the market value of the underlying security decline below the exercise price of the option (any loss being decreased by the receipt of the premium on the option written). In the case
of listed options, during the option period, the Fund may be required, at any time, to make payment of the exercise price against delivery of the underlying security. The operation of and limitations on covered put options in other respects are
substantially identical to those of call options. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><U>Options on Futures Contracts</U></I>. The Fund may also purchase
and write call and put options on futures contracts which are traded on an exchange and enter into closing transactions with respect to such options to terminate an existing position. 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 (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the term of the option. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will purchase and write options on futures contracts for identical purposes to those set forth above for the purchase
of a futures contract (purchase of a call option or sale of a put option) and the sale of a futures contract (purchase of a put option or sale of a call option), or to close out a long or short position in futures contracts. If, for example, the
Fund wished to protect against an increase in interest rates and the resulting negative impact on the value of a portion of its fixed-income portfolio, it might write a call option on an interest rate futures contract, the underlying security of
which correlates with the portion of the portfolio the Fund seeks to hedge. Any premiums received in the writing of options on futures contracts may, of course, provide a further hedge against losses resulting from price declines in portions of the
Fund&#146;s portfolio. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Commodities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest directly or indirectly in commodities (such as precious metals, industrial metals, natural gas or other
energy commodities, and agriculture and livestock). Commodity prices can be more volatile than prices of other types of investments and can be affected by a wide range of factors, including changes in overall market movements,
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
speculative activity of other investors, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates, population growth and changing
demographics, nationalization, expropriation or other confiscation, economic or other sanctions, international regulatory, political, and economic developments (for example, regime changes and changes in economic activity levels), and developments
affecting a particular sector, industry, or commodity, such as drought, floods, or other weather conditions, livestock disease, trade embargoes, competition from substitute products, transportation bottlenecks or shortages, fluctuations in supply
and demand, tariffs and international economic, political and regulatory developments. Certain commodities may also originate from or be produced in countries or regions that are experiencing or may experience social and political unrest and may be
subject to risks associated with economic, social or political developments in those countries or regions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may
also use commodity-related derivatives such as commodity-linked swaps, commodity index-linked structured notes and other derivative instruments that provide exposure to the investment returns of the commodity markets without direct investment in
physical commodities or commodities futures contracts. Commodity-linked swaps are derivative instruments whereby the cash flows agreed upon between counterparties are dependent upon the price of the underlying commodity or commodity index over the
life of the swap. The value of the swap will rise and fall in response to changes in the underlying commodity or commodity index. These swaps expose the Fund economically to movements in commodity prices. The Fund may also invest in commodity-linked
notes that pay a return linked to the performance of a commodities index or basket of futures contracts with respect to all of the commodities in an index. In some cases, the return is based on a multiple of the performance of the relevant index or
basket. Structured notes may be structured by the issuer or the purchaser of the note. Structured notes are derivative debt instruments with principal payments generally linked to the value of commodities, commodity futures contracts or the
performance of commodity indices and interest and coupon payments pegged to a market-based interest rate, such as LIBOR or a bank&#146;s prime rate. The value of these notes will rise or fall in response to changes in the underlying commodity or
related index or investment. The Fund may also take long and/or short positions in commodities by investing in other investment companies, ETFs or other pooled investment vehicles, such as commodity pools. Certain of these other investment vehicles
may seek to provide exposure to commodities without actually owning physical commodities, and may, therefore, produce different results than they would through ownership of the commodities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may hold positions in commodity futures contracts. Commodity futures contracts are agreements between two parties in
which one party agrees to buy an asset from another party at a later date at a price and quantity that is agreed upon at the time the contract is made. Commodity futures contracts are generally traded on futures exchanges. Transactions in commodity
futures that are traded on futures exchanges occur through a clearing corporation that processes trades, offers a secondary market for futures trading, and offers trading of futures contracts with standardized contract expiration dates and contract
sizes. Commodity futures exchanges may have position limit rules that limit the amount of futures contracts that any one party may hold in a particular commodity at any point in time. These position limit rules are designed to prevent any one
participant from controlling a significant portion of the market. Upon entering a futures transaction, the purchaser is typically required to deposit an initial margin payment to a futures commission merchant. Futures clearinghouses typically mark
every futures contract to market at the end of each trading day. If the Fund&#146;s futures positions have declined in value, the Fund may be required to post additional margin when its futures contracts are <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">marked-to-market.</FONT></FONT> Prior to the expiration of a futures contract, the Fund may elect to close out its position, at which time a final determination of variation margin is made. At that time, the Fund then
realizes any loss or gain on the futures transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of these derivatives may fluctuate more than the
relevant underlying commodity or commodities or commodity index. The requirements for qualification as a RIC can limit the manner in or extent to which the Fund may enter into certain commodity-related derivatives, such as commodities futures
contracts discussed above, and such derivatives may adversely affect the Fund&#146;s ability to qualify as a RIC. See &#147;Tax Matters&#148; below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Futures Contracts </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund may purchase and sell futures contracts (each a &#147;futures contract&#148;), including interest rate futures and security index futures contracts, futures contracts on commodities or commodity-related derivatives, Treasury futures, currency
and currency index futures contracts, provided that, with respect to futures on security indices and currencies, the securities and currencies underlying the futures contract are eligible for purchase by the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into interest rate futures contracts and securities index futures contracts (collectively referred to as
&#147;financial futures contracts&#148;) for hedging or other purposes. Interest rate futures contracts obligate the long or short </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
holder to take or make delivery of a specified quantity of a financial instrument during a specified future period at a specified price. Securities index futures contracts, which are contracts to
buy or sell units of a securities index at a specified future date at a price agreed upon when the contract is made, are similar in economic effect, but they are based on a specific index of securities (rather than on specified securities) and are
settled in cash. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following example illustrates generally the manner in which index futures contracts operate. The
S&amp;P&#146;s 100 Stock Index (the &#147;S&amp;P 100 Index&#148;) is composed of 100 selected common stocks, most of which are listed on the New York Stock Exchange (the &#147;NYSE&#148;). The S&amp;P 100 Index assigns relative weightings to the
common stocks included in that index, and the index fluctuates with changes in the market values of those common stocks. In the case of the S&amp;P 100 Index, contracts are to buy or sell 100 units. Thus, if the value of the S&amp;P 100 Index were
$180, one contract would be worth $18,000 (100 units x $180). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the
contract, with the settlement being the difference between the contract price and the actual level of the stock index at the expiration of the contract. For example, if the Fund enters into a futures contract to buy 100 units of the S&amp;P 100
Index at a specified future date at a contract price of $180 and the S&amp;P 100 Index is at $184 on that future date, the Fund will gain $400 (100 units x gain of $4). If the Fund enters into a futures contract to sell 100 units of the stock index
at a specified future date at a contract price of $180 and the S&amp;P 100 Index is at $182 on that future date, the Fund will lose $200 (100 units x loss of $2). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Positions in index futures may be established or closed out only on the exchange or board of trade on which such futures
contract is listed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Treasury futures are futures contracts that track the prices of specific U.S. Treasury securities.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In order to hedge its investments successfully using financial futures contracts, the Fund must invest in futures
contracts with respect to securities, indexes or <FONT STYLE="white-space:nowrap">sub-indexes</FONT> the movements of which will, in the Adviser&#146;s judgment, have a significant correlation with movements in the prices of the Fund&#146;s
portfolio securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There are special risks associated with entering into financial futures contracts. The skills
needed to use financial futures contracts effectively are different from those needed to select the Fund&#146;s investments. There may be an imperfect correlation between the price movements of financial futures contracts and the price movements of
the securities in which the Fund invests. There is also a risk that the Fund will be unable to close a futures position when desired because there is no liquid secondary market for it. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risk of loss in trading financial futures can be substantial due to the low margin deposits required and the extremely
high degree of leverage involved in futures pricing. Relatively small price movements in a financial futures contract could have an immediate and substantial impact, which may be favorable or unfavorable to the Fund. It is possible for a
price-related loss to exceed the amount of the Fund&#146;s margin deposit. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although some financial futures contracts by
their terms call for the actual delivery or acquisition of securities at expiration, in most cases the contractual commitment is closed out before expiration. The offsetting of a contractual obligation is accomplished by purchasing (or selling as
the case may be) on a commodities or futures exchange an identical financial futures contract calling for delivery in the same month. Such a transaction, if effected through a member of an exchange, cancels the obligation to make or take delivery of
the securities. The Fund will incur brokerage fees when it purchases or sells financial futures contracts, and will be required to maintain margin deposits. If a liquid secondary market does not exist when the Fund wishes to close out a financial
futures contract, it will not be able to do so and will continue to be required to make daily cash payments of variation margin in the event of adverse price movements. There is no assurance that the Fund will be able to enter into closing
transactions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into futures contracts on other underlying assets or indexes, including physical
commodities and indexes of physical commodities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">At any time prior to expiration of a futures contract, the Fund may seek
to close the position by taking an opposite position which would typically operate to terminate the Fund&#146;s position in the futures contract. A final determination of any variation margin is then made, additional cash is required to be paid by
or released to the Fund and the Fund realizes a loss or gain. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">45 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Margin Payments</U>. When the Fund purchases or sells a futures contract, it
is required to deposit with its custodian an amount of cash, U.S. Treasury bills, or other permissible collateral equal to a small percentage of the amount of the futures contract. This amount is known as initial margin. Initial margin requirements
are established by the exchanges on which futures contracts trade and may, from time to time, change. The nature of initial margin is different from that of margin in security transactions in that it does not involve borrowing money to finance
transactions. Rather, initial margin is similar to a performance bond or good faith deposit that is returned to the Fund upon termination of the contract, assuming the Fund satisfies its contractual obligations. In addition, brokers may establish
margin deposit requirements in excess of those required by the exchanges. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Subsequent payments to and from the broker
occur on a daily basis in a process known as marking to market. These payments are called variation margin and are made as the value of the underlying futures contract fluctuates. For example, when the Fund sells a futures contract and the price of
the underlying index rises above the delivery price, the Fund&#146;s position declines in value. The Fund then pays the broker a variation margin payment equal to the difference between the delivery price of the futures contract and the value of the
index underlying the futures contract. Conversely, if the price of the underlying index falls below the delivery price of the contract, the Fund&#146;s futures position increases in value. The broker then must make a variation margin payment equal
to the difference between the delivery price of the futures contract and the value of the index underlying the futures contract. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When the Fund terminates a position in a futures contract, a final determination of variation margin is made, additional cash
is paid by or to the Fund, and the Fund realizes a loss or a gain. Such closing transactions involve additional commission costs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Options on Financial Futures Contracts</U>. The Fund may purchase and write call and put options on financial futures
contracts. An option on a financial futures contract gives the purchaser the right, in return for the premium paid, to assume a position in an index futures contract (a long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the holder would assume the underlying futures position and would receive a variation margin payment of cash or securities approximating the
increase in the value of the holder&#146;s option position. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will be made entirely in cash based on the difference between the exercise price
of the option and the closing level of the index on which the futures contract is based on the expiration date. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Special Risks of Transactions in Futures Contracts and Related Options</U>. Financial futures contracts entail risks. If
the Adviser&#146;s judgment about the general direction of interest rates or markets is wrong, the Fund&#146;s overall performance may be poorer than if no financial futures contracts had been entered into. For example, in some cases, securities
called for by a financial futures contract may not have been issued at the time the contract was written. In addition, the market prices of financial futures contracts may be affected by certain factors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><U>Liquidity Risks</U></I>. Positions in futures contracts may be established and closed out only on the exchange or board
of trade on which such futures contract is listed. Although the Fund may intend to purchase or sell futures for which there appears to be an active market, there is no assurance that a liquid market will exist for any particular contract or at any
particular time. If there is not a liquid market at a particular time, it may not be possible to close out a futures position at such time and, in the event of adverse price movements, the Fund would continue to be required to make daily cash
payments of variation margin. However, in the event financial futures are used to hedge portfolio securities, such securities will not generally be sold until the financial futures can be terminated. In such circumstances, an increase in the price
of the portfolio securities, if any, may partially or completely offset losses on the financial futures. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The ability to
establish and close out positions in options on futures contracts will be subject to the development and maintenance of a liquid market. It is not certain that such a market will develop. Although the Fund generally will purchase only those options
for which there appears to be an active market, there is no assurance that a liquid market will exist for any particular option or at any particular time. In the event no such market exists for particular options, it might not be possible to effect
closing transactions in such options, with the result that the Fund would have to exercise the options in order to realize any profit. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">46 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><U>Hedging Risks</U></I>. There are several risks in connection with the use
by the Fund of futures contracts and related options as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and options and movements in the underlying securities or index
or movements in the prices of the Fund&#146;s securities which are the subject of a hedge. The Adviser will, however, attempt to reduce this risk by purchasing and selling, to the extent possible, futures contracts and related options on securities
and indexes the movements of which will, in its judgment, correlate closely with movements in the prices of the underlying securities or index and the Fund&#146;s portfolio securities sought to be hedged. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Successful use of futures contracts and options by the Fund for hedging purposes is also subject to the Adviser&#146;s ability
to correctly predict movements in the direction of the market. It is possible that, where the Fund has purchased puts on futures contracts to hedge its portfolio against a decline in the market, the securities or index on which the puts are
purchased may increase in value and the value of securities held in the portfolio may decline. If this occurred, the Fund would lose money on the puts and also experience a decline in the value of its portfolio securities. In addition, the prices of
futures, for a number of reasons, may not correlate perfectly with movements in the underlying securities or index due to certain market distortions. First, all participants in the futures market are subject to margin deposit requirements. Such
requirements may cause investors to close futures contracts through offsetting transactions which could distort the normal relationship between the underlying security or index and futures markets. Second, the margin requirements in the futures
markets are less onerous than margin requirements in the securities markets in general, and as a result the futures markets may attract more speculators than the securities markets do. Increased participation by speculators in the futures markets
may also cause temporary price distortions. Due to the possibility of price distortion, even a correct forecast of general market trends by the Adviser still may not result in a successful hedging transaction over a very short time period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Other Risks</U>. The Fund will incur brokerage fees in connection with its futures and options transactions. In addition,
while futures contracts and options on futures will be purchased and sold to reduce certain risks, those transactions themselves entail certain other risks. Thus, while the Fund may benefit from the use of futures and related options, unanticipated
changes in interest rates or stock price movements may result in a poorer overall performance for the Fund than if it had not entered into any futures contracts or options transactions. Moreover, in the event of an imperfect correlation between the
futures position and the portfolio position that is intended to be protected, the desired protection may not be obtained and the Fund may be exposed to risk of loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The risks associated with purchasing and writing put and call options on financial futures contracts can be influenced by the
market for financial futures contracts. An increase in the market value of a financial futures contract on which the Fund has written an option may cause the option to be exercised. In this situation, the benefit to the Fund would be limited to the
value of the exercise price of the option and, if the Fund closes out the option, the cost of entering into the offsetting transaction could exceed the premium the Fund initially received for writing the option. In addition, the Fund&#146;s ability
to enter into an offsetting transaction depends upon the market&#146;s demand for such financial futures contracts. If a purchased option expires unexercised, the Fund would realize a loss in the amount of the premium paid for the option. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser has claimed an exclusion from the definition of the term &#147;commodity pool operator&#148; under the Commodity
Exchange Act (&#147;CEA&#148;) pursuant to the CFTC Regulation 4.5 (the &#147;exclusion&#148;). Accordingly, the Adviser currently is not subject to registration or regulation as a pool operator under the CEA. The Fund currently expects to operate
in a manner that would permit the Adviser to continue to qualify for the exclusion, which may adversely affect the Adviser&#146;s ability to manage the Fund under certain market conditions and may adversely affect the Fund&#146;s total returns. In
the event the Adviser becomes unable to rely on the exclusion with respect to the Fund and is required to register with the CFTC as a commodity pool operator with respect to the Fund, the Fund&#146;s expenses may increase and the Fund may be
adversely affected. The Fund may be limited in its ability to use futures and options on futures and to engage in certain swaps transactions during any period where the Adviser is not registered as a Commodity Pool Operator. Such limitations are not
expected to affect the normal operations of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Congress, various exchanges and regulatory and self-regulatory
authorities have undertaken reviews of options and futures trading in light of market volatility. Among the actions that have been taken or are proposed to be taken are new limits and reporting requirements for speculative positions, particularly in
the energy markets, new or more stringent daily price fluctuation limits for futures and options transactions, and increased margin requirements for various types of futures transactions. Additional measures are under active consideration and as a
result there may be further actions that adversely affect the regulation of the instruments in which the Fund may invest. Subject to certain limitations, the Fund may enter into futures contracts or options on such contracts to attempt to protect
against possible changes in the market value of </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
securities held in or to be purchased by the Fund resulting from interest rate or market fluctuations, to protect the Fund&#146;s unrealized gains in the value of its portfolio securities, to
facilitate the sale of such securities for investment purposes, to manage its effective maturity or duration, or to establish a position in the derivatives markets as a temporary substitute for purchasing or selling particular securities. In
connection with the purchase or sale of futures contracts, the Fund will be required to either (i)&nbsp;segregate sufficient cash or other liquid assets to cover the outstanding position or (ii)&nbsp;cover the futures contract by either owning the
instruments underlying the futures contracts or by holding a portfolio of securities with characteristics substantially similar to the underlying index or stock index comprising the futures contracts or by holding a separate offsetting option
permitting it to purchase or sell the same futures contract. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase or sell interest rate futures for the
purpose of hedging some or all of the value of its portfolio securities against changes in prevailing interest rates or to manage its duration or effective maturity. If the Adviser anticipates that interest rates may rise and, concomitantly, the
price of certain of its portfolio securities may fall, the Fund may sell futures contracts. If declining interest rates are anticipated, the Fund may purchase futures contracts to protect against a potential increase in the price of securities the
Fund intends to purchase. Subsequently, appropriate securities may be purchased by the Fund in an orderly fashion; as securities are purchased, corresponding futures positions would be terminated by offsetting sales of contracts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Swap Agreements </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund may enter into swap agreements and other types of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> transactions such as caps, floors and collars with broker-dealers or other financial institutions
for hedging or investment purposes. An example of one type of swap involves the exchange by the Fund with another party of their respective commitments to pay or receive cash flows, for example, an exchange of floating rate payments for fixed-rate
payments. The purchase of a cap entitles the purchaser, to the extent that a specified index or other underlying financial measure exceeds a predetermined value on a predetermined date or dates, to receive payments on a notional principal amount
from the party selling the cap. The purchase of a floor entitles the purchaser, to the extent that a specified index or other underlying financial measure falls or other underlying measure below a predetermined value on a predetermined date or
dates, to receive payments on a notional principal amount from the party selling the floor. A collar combines elements of a cap and a floor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Swap agreements and similar transactions can be individually negotiated and structured to include exposure to a variety of
different types of investments or market factors. Depending on their structures, swap agreements may increase or decrease the Fund&#146;s exposure to <FONT STYLE="white-space:nowrap">long-or</FONT> short-term interest rates (in the United States or
abroad), foreign currency values, mortgage securities, mortgage rates, corporate borrowing rates, or other factors such as security prices, inflation rates or the volatility of an index or one or more securities. For example, if the Fund agrees to
exchange payments in U.S. dollars for payments in a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> currency, the swap agreement would tend to decrease the Fund&#146;s exposure to U.S. interest rates and increase its exposure to that <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> currency and interest rates. The value of the Fund&#146;s swap positions would increase or decrease depending on the changes in value of the underlying rates, currency values, volatility or other indices or
measures. Caps and floors have an effect similar to buying or writing options. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Fund&#146;s investments and its share price. The Fund&#146;s
ability to engage in certain swap transactions may be limited by tax considerations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s ability to realize a
profit from such transactions will depend on the ability of the financial institutions with which it enters into the transactions to meet their obligations to the Fund. If a counterparty&#146;s creditworthiness declines, the value of the agreement
would be likely to decline, potentially resulting in losses. If a default occurs by the other party to such transaction, the Fund will have contractual remedies pursuant to the agreements related to the transaction, which may be limited by
applicable law in the case of a counterparty&#146;s insolvency. Under certain circumstances, suitable transactions may not be available to the Fund, or the Fund may be unable to close out its position under such transactions at the same time, or at
the same price, as if it had purchased comparable publicly traded securities. Swaps carry counterparty risks that cannot be fully anticipated. Also, because swap transactions typically involve a contract between the two parties, such swap
investments can be extremely illiquid, as it is uncertain as to whether another counterparty would wish to take assignment of the rights under the swap contract at a price acceptable to the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may also enter into options on swap agreements (&#147;swaptions&#148;). A swaption is a contract that gives a
counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may write (sell) and
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">48 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
purchase put and call swaptions to the same extent it may make use of standard options on securities or other instruments. Swaptions are generally subject to the same risks involved in the
Fund&#146;s use of options. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Credit Default Swaps</U>. A credit default swap is an agreement between the Fund and a
counterparty that enables the Fund to buy or sell protection against a credit event related to a particular issuer. One party, acting as a protection buyer, makes periodic payments, which may be based on, among other things, a fixed or floating rate
of interest, to the other party, a protection seller, in exchange for a promise by the protection seller to make a payment to the protection buyer if a negative credit event (such as a delinquent payment or default) occurs with respect to a
referenced bond or group of bonds. Credit default swaps may also be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the default event that triggers purchase or other factors
(for example, the Nth default within a basket, or defaults by a particular combination of issuers within the basket, may trigger a payment obligation). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As a credit protection seller in a credit default swap contract, the Fund would be required to pay the par (or other
agreed-upon) value of a referenced debt obligation to the counterparty following certain negative credit events as to a specified third-party debtor, such as default by a U.S. or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporate issuer on
its debt obligations. In return for its obligation, the Fund would receive from the counterparty a periodic stream of payments, which may be based on, among other things, a fixed or floating rate of interest, over the term of the contract provided
that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments, and would have no payment obligations to the counterparty. The Fund may sell credit protection in order to earn additional income and/or to take
a synthetic long position in the underlying security or basket of securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may enter into credit default swap
contracts as protection buyer in order to hedge against the risk of default on the debt of a particular issuer or basket of issuers or attempt to profit from a deterioration or perceived deterioration in the creditworthiness of the particular
issuer(s) (also known as buying credit protection). This would involve the risk that the investment may expire worthless and would only generate gain in the event of an actual default by the issuer(s) of the underlying obligation(s) (or, as
applicable, a credit downgrade or other indication of financial instability). It would also involve the risk that the seller may fail to satisfy its payment obligations to the Fund. The purchase of credit default swaps involves costs, which will
reduce the Fund&#146;s return. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit default swaps involve a number of special risks. A protection seller may have to
pay out amounts following a negative credit event greater than the value of the reference obligation delivered to it by its counterparty and the amount of periodic payments previously received by it from the counterparty. When the Fund acts as a
seller of a credit default swap, it is exposed to, among other things, leverage risk because if an event of default occurs the seller must pay the buyer the full notional value of the reference obligation. When the Fund acts as a seller of a credit
default swap, the Fund or its agents will earmark on its books or segregate liquid assets equal to the full notional amount of the swap agreement. Each party to a credit default swap is subject to the credit risk of its counterparty (the risk that
its counterparty may be unwilling or unable to perform its obligations on the swap as they come due). The value of the credit default swap to each party will change, at times significantly, based on changes in the actual or perceived
creditworthiness of the underlying issuer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit default swap agreements involve greater risks than if the Fund had
invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A buyer generally also will lose its investment and recover nothing
should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be
less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. The Fund may seek to realize gains on its credit default swap positions, or limit losses on its positions, by selling those positions in the
secondary market. There can be no assurance that a liquid secondary market will exist at any given time for any particular credit default swap or for credit default swaps generally. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market for credit default swaps has at times become more volatile as the creditworthiness of certain counterparties has
been questioned and/or downgraded. The parties to a credit default swap may be required to post collateral to each other. If the Fund posts initial or periodic collateral to its counterparty, it may not be able to recover that collateral from the
counterparty in accordance with the terms of the swap. In addition, if the Fund receives collateral from its counterparty, it may be delayed or prevented from realizing on the collateral in the event of the insolvency or bankruptcy of the
counterparty. The Fund may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit default swap position, which may cause the Fund to incur
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
more losses. There can be no assurance that the Fund will be able to exit a credit default swap position effectively when it seeks to do so. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Total and Excess Return Swaps</U><I>.</I> The Fund may also enter into total and excess return swap agreements, which are
contracts in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security or commodity, basket of securities or commodities, or
securities or commodities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total and excess return swap agreements may be used to obtain
exposure to a security, commodity, or market without owning or taking physical custody of such security or commodity or investing directly in such market. Total and excess return swap agreements may effectively add leverage to the Fund&#146;s
portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Total and excess return swap agreements are subject to the risk that a counterparty will default on its payment obligations to
the Fund thereunder. Swap agreements also bear the risk that the Fund will not be able to meet its obligation to the counterparty. The Fund may enter into total and excess return swaps on a net basis (<I>i.e.</I>, the two payment streams are netted
against one another with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the Fund&#146;s obligations over its entitlements with respect to each total or excess
return swap will be accrued on a daily basis, and an amount of liquid assets having an aggregate market value at least equal to the accrued excess will be segregated by the Fund. If the total or excess return swap transaction is entered into on
other than a net basis, the full amount of the Fund&#146;s obligations will be accrued on a daily basis, and the full amount of the Fund&#146;s obligations will be segregated by the Fund in an amount equal to or greater than the market value of the
liabilities under the total or excess return swap agreement or the amount it would have cost the Fund initially to make an equivalent direct investment, plus or minus any amount the Fund is obligated to pay or is to receive under the total or excess
return swap agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Many swaps are complex and often valued subjectively. Many <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">over-the-counter</FONT></FONT> derivatives are complex and their valuation often requires modeling and judgment, which increases the risk of mispricing or incorrect valuation. The pricing models used may not produce
valuations that are consistent with the values the Fund realizes when it closes or sells an <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> derivative. Valuation risk is more pronounced when the Fund
enters into <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> derivatives with specialized terms because the market value of those derivatives in some cases is determined in part by reference to similar
derivatives with more standardized terms. Incorrect valuations may result in increased cash payment requirements to counterparties, undercollateralization and/or errors in calculation of the NAV of the Fund&#146;s Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Structured Products and Structured Notes </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Generally, structured investments are interests in entities organized and operated for the purpose of restructuring the
investment characteristics of underlying investment interests or securities. These investment entities may be structured as trusts or other types of pooled investment vehicles. This type of restructuring generally involves the deposit with or
purchase by an entity of the underlying investments and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying investments or referencing an indicator related to such investments. The
cash flow or rate of return on the underlying investments may be apportioned among the newly issued securities to create different investment characteristics, such as varying maturities, credit quality, payment priorities and interest rate
provisions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The cash flow or rate of return on a structured investment may be determined by applying a multiplier to the
rate of total return on the underlying investments or referenced indicator. Application of a multiplier is comparable to the use of financial leverage, a speculative technique. Leverage magnifies the potential for gain and the risk of loss. As a
result, a relatively small decline in the value of the underlying investments or referenced indicator could result in a relatively large loss in the value of a structured product. Holders of structured products indirectly bear risks associated with
the underlying investments, index or reference obligation, and are subject to counterparty risk. The Fund generally has the right to receive payments to which it is entitled only from the structured product, and generally does not have direct rights
against the issuer. While certain structured investment vehicles enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured
vehicles generally pay their share of the investment vehicle&#146;s administrative and other expenses. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">50 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Structured products are generally privately offered and sold, and thus, are not
registered under the securities laws. Certain structured products may be thinly traded or have a limited trading market and may have the effect of increasing the Fund&#146;s illiquidity to the extent that the Fund, at a particular point in time, may
be unable to find qualified buyers for these securities. In addition to the general risks associated with fixed income securities discussed herein, structured products carry additional risks including, but not limited to: (i)&nbsp;the possibility
that distributions from underlying investments will not be adequate to make interest or other payments; (ii)&nbsp;the quality of the underlying investments may decline in value or default; (iii)&nbsp;the possibility that the security may be
subordinate to other classes of the issuer&#146;s securities; and (iv)&nbsp;the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Structured products include, among other things, CDOs, mortgage-backed securities, other types of asset-backed securities and
certain types of structured notes. Other portions of this SAI provide more information about these specific structured products. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Structured notes are derivative securities for which the amount of principal repayment and/or interest payments is based on
the movement of one or more &#147;factors.&#148; These factors may include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate or LIBOR), referenced bonds and stock indices. Some of these factors may or
may not correlate to the total rate of return on one or more underlying instruments referenced in such notes. In some cases, the impact of the movements of these factors may increase or decrease through the use of multipliers or deflators. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in structured notes involve risks including interest rate risk, credit risk and market risk. Depending on the
factor used and the use of multipliers or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest rate on the
structured note to be reduced to zero and any further changes in the reference instrument may then reduce the principal amount payable on maturity. In the case of structured notes where the reference instrument is a debt instrument, such as
credit-linked notes, the Fund will be subject to the credit risk of the issuer of the reference instrument and the issuer of the structured note. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser manages a wide variety of accounts and investment strategies. Investments made on behalf of one client or strategy
can raise conflict of interest issues with other of the Adviser&#146;s clients or strategies. For example, the Adviser may cause a client to purchase an issuer&#146;s debt security and cause another client to purchase a different debt security of
the same issuer, such as a different bond of the issuer or different tranche of a mortgage-backed security that is subordinated to the investment held by other clients. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Hybrid Securities </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund may acquire hybrid securities. A third party or Adviser may create a hybrid security by combining an income-producing debt security (&#147;income-producing component&#148;) and the right to receive payment based on the change in the price of an
equity security (&#147;equity component&#148;). The income-producing component is achieved by investing in <FONT STYLE="white-space:nowrap">non-convertible,</FONT> income-producing securities such as bonds, preferred stocks and money market
instruments, which may be represented by derivative instruments. The equity component is achieved by investing in securities or instruments such as cash-settled warrants or options to receive a payment based on whether the price of a common stock
surpasses a certain exercise price, or options on a stock index. A hybrid security comprises two or more separate securities, each with its own market value. Therefore, the market value of a hybrid security is derived from the values of its
income-producing component and its equity component. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A holder of a hybrid security faces the risk of a decline in the
price of the security or the level of the index involved in the equity component, causing a decline in the value of the security or instrument, such as a call option or warrant, purchased to create the hybrid security. The equity component has risks
typical to a purchased call option. Should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount paid for the call option or warrant would be lost. Because a hybrid security includes
the income-producing component as well, the holder of a hybrid security also faces risks typical to all debt securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Reverse Repurchase Agreements
and Dollar Rolls </B></P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A reverse repurchase agreement involves the sale of a portfolio-eligible security
by the Fund, coupled with its agreement to repurchase the instrument at a specified time and price. Under a reverse repurchase agreement, the Fund continues to be entitled to receive any principal and interest payments on the underlying security
during the term of the agreement. Reverse repurchase agreements involve leverage risk; the Fund may lose money as a result of declines in the values both of the security subject to the reverse repurchase agreement and the instruments in which the
Fund invested the proceeds of the reverse repurchase agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A &#147;dollar roll&#148; is similar to a reverse
repurchase agreement in certain respects. In a &#147;dollar roll&#148; transaction, the Fund sells a mortgage-related security, such as a security issued by Ginnie Mae, to a dealer and simultaneously agrees to repurchase a similar security (but not
the same security) in the future at a <FONT STYLE="white-space:nowrap">pre-determined</FONT> price. A &#147;dollar roll&#148; can be viewed, like a reverse repurchase agreement, as a collateralized borrowing in which the Fund pledges a
mortgage-related security to a dealer to obtain cash. However, unlike reverse repurchase agreements, the dealer with which the Fund enters into a dollar roll transaction is not obligated to return the same securities as those originally sold by the
Fund, but only securities which are &#147;substantially identical.&#148; To be considered &#147;substantially identical,&#148; the securities returned to the Fund generally must: (1)&nbsp;be collateralized by the same types of underlying mortgages;
(2)&nbsp;be issued by the same agency and be part of the same program; (3)&nbsp;have a similar original stated maturity; (4)&nbsp;have identical net coupon rates; (5)&nbsp;have similar market yields (and therefore price); and (6)&nbsp;satisfy
&#147;good delivery&#148; requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 2.5% of the initial amount delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund also may effect simultaneous purchase and sale transactions that are known as &#147;sale-buybacks.&#148; A
sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty who purchases the security is entitled to retain any principal or interest payments made on the underlying security pending settlement of the
Fund&#146;s repurchase of the underlying security. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to the risks associated with leverage (see &#147;Principal
Risk Factors&#151;Leverage Risk&#148; in the Prospectus), the Fund&#146;s use of reverse repurchase agreements, dollar rolls and similar transactions is subject to the risk that the market value of the securities that the Fund is obligated to
purchase or repurchase under the agreement may decline below the purchase or repurchase price. In the event the buyer of securities under a reverse repurchase agreement or dollar roll files for bankruptcy or becomes insolvent, the Fund&#146;s use of
the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund&#146;s obligation to purchase or repurchase the securities. Furthermore, these instruments may be
&#147;illiquid.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Repurchase Agreements </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Repurchase agreements, which may be viewed as a type of secured lending by the Fund, typically involve the acquisition by the
Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The repurchase agreements will provide that the Fund will sell back to the institution, and that the institution will
repurchase, the underlying security (&#147;collateral&#148;) at a specified price and at a fixed time in the future. The collateral will be maintained in a segregated account and, with respect to United States repurchase agreements, will be marked
to market daily to ensure that the full value of the collateral, as specified in the repurchase agreement, does not decrease below the repurchase price plus accrued interest. If such a decrease occurs, additional collateral will be requested and,
when received, added to the account to maintain full collateralization. The Fund will accrue interest from the institution until the date the repurchase occurs. Although this date is deemed by the Fund to be the maturity date of a repurchase
agreement, the maturities of the collateral securities are not subject to any limits and may exceed one year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Credit-Linked Trust Certificates
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit-linked trust certificates are investments in a limited purpose trust or other vehicle formed under state law
which, in turn, invests in a basket of derivative instruments, such as credit default swaps, total return swaps, interest rate swaps and/or other securities, in order to provide exposure to the high yield or another debt securities market. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Like an investment in a bond, investments in credit-linked trust certificates represent the right to receive periodic income
payments (in the form of distributions) and payment of principal at the end of the term of the certificate. However, these payments are conditioned on the trust&#146;s receipt of payments from, and the trust&#146;s potential obligations to, the
counterparties to the derivative instruments and other securities in which the trust invests. For instance, the trust may sell one or more credit default swaps, under which the trust would receive a stream of payments over the term of the swap
agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
swap is based. If a default occurs, the stream of payments may stop and the trust would be obligated to pay to the counterparty the par (or other agreed upon value) of the referenced debt
obligation. This, in turn, would reduce the amount of income and principal that the Fund would receive as an investor in the trust. See &#147;&#151;Credit Default Swaps&#148; herein for additional information about credit default swaps. The
Fund&#146;s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, valuation risk,
leverage risk and management risk. It is expected that the trusts that issue credit-linked trust certificates will constitute &#147;private&#148; investment companies, exempt from registration under the 1940 Act. Therefore, the certificates will be
subject to the risks described under &#147;Exchange-Traded Funds and Other Investment Companies&#148; herein and &#147;Other Investment Companies&#148; in the Prospectus, and will not be subject to applicable investment limitations and other
regulation imposed by the 1940 Act (although the Fund will remain subject to such limitations and regulation, including with respect to its investments in the certificates). Although the trusts are typically private investment companies, they
generally are not actively managed such as a &#147;hedge fund&#148; might be. It also is expected that the certificates will be exempt from registration under the Securities Act. Accordingly, there may be no established trading market for the
certificates and they may constitute illiquid investments. See &#147;Principal Risk Factors &#151; Liquidity risk&#148; in the Prospectus. If market quotations are not readily available for the certificates, they will be valued by the Fund at fair
value as determined by the Trustees or persons acting at their direction. See &#147;Net Asset Value&#148; in the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market for credit-linked notes may suddenly become illiquid. The other parties to the transaction may be the only
investors with sufficient understanding of the derivative to be interested in bidding for it. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for credit linked notes. In certain cases, a market price for
a credit-linked note may not be available or the market may not be active. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>When-Issued, Delayed Delivery Securities and Forward Commitments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When purchasing a security on a when-issued, delayed delivery, or forward commitment basis, the Fund assumes many of the
benefits and risks of ownership of the security, including the risk of price and yield fluctuations, but does not take delivery of the security until a date substantially after the date the transaction is entered into. Because the Fund is not
required to pay for the security until the delivery date, these transactions may create investment leverage. When the Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Fund does not participate in future
gains or losses with respect to the security. If the other party to a transaction fails to deliver or pay for the securities, the Fund could miss a favorable price or yield opportunity or could suffer a loss. The Fund may dispose of or renegotiate a
transaction after it is entered into, and may sell when-issued, delayed delivery or forward commitment securities before they are delivered, which may result in a capital gain or loss. There is no percentage limitation on the extent to which the
Fund may purchase or sell securities on a when-issued, delayed delivery, or forward commitment basis. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Recently finalized
rules of the Financial Industry Regulatory Authority, Inc. (&#147;FINRA&#148;) would impose mandatory margin requirements for certain types of when-issued, delayed delivery, or forward commitment transactions, with limited exceptions. Such
transactions historically have not been required to be collateralized, and, if those rules are implemented, mandatory collateralization could increase the cost of such transactions and impose added operational complexity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Equity Securities </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund may invest in equity securities. Equity securities are securities that represent an ownership interest (or the right to acquire such an interest) in a company and include common and preferred stock. Common stocks represent an equity or
ownership interest in an issuer. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has priority over common stock in the payment of dividends. In the event an issuer is
liquidated or declares bankruptcy, the claims of owners of bonds take priority over holders of preferred stock, whose claims take priority over the claims of those who own common stock. The value of a company&#146;s stock may fall as a result of
factors directly relating to that company, such as decisions made by its management or lower demand for the company&#146;s products or services. A common stock&#146;s value also may fall because of factors affecting not just the company, but also
companies in the same industry or in a number of different industries, such as increases in production costs. The value of a company&#146;s stock also may be affected by changes in financial markets that are relatively unrelated to the company or
its industry, such as changes in interest rates or currency exchange rates. In addition, a company&#146;s stock generally pays dividends only after the company invests in its own business and makes required payments to holders of its bonds, other
debt and preferred stock. For this reason, the value of a company&#146;s stock will usually react more strongly than its bonds, other debt and preferred stock to actual or perceived changes in the company&#146;s financial condition or prospects, and
historical trends would indicate that common stocks are generally subject to higher levels of volatility and market and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">53 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
issuer-specific risk than debt securities of the same issuer. Stocks of smaller companies are generally more vulnerable to adverse developments than those of larger companies. Companies with
small market capitalizations often have limited product lines, markets or financial resources and may be dependent upon a relatively small management group. These securities may have limited marketability and may be subject to more abrupt or erratic
movements in price than securities of companies with larger market capitalizations or market averages in general. Stocks of companies that DoubleLine believes are fast-growing may trade at a higher multiple of current earnings than other stocks. The
value of such stocks may be more sensitive to changes in current or expected earnings than the values of other stocks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While offering greater potential for long-term growth, equity securities generally are more volatile and riskier than some
other forms of investment, although under certain market conditions various fixed-income investments have comparable or greater price volatility. Therefore, the value of an investment in the Fund may at times decrease instead of increase. The
Fund&#146;s investments may include securities traded <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> as well as those traded on a securities exchange. Some securities, particularly <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> securities, may be more difficult to sell under some market conditions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Short Sales and Short Positions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Short sales are transactions in which the Fund sells an instrument it does not own, in anticipation of a decline in the market
value of that instrument. To complete such a transaction, the Fund must borrow the instrument to make delivery to the buyer. The Fund then is obligated to replace the instrument borrowed by purchasing it at the market price at or prior to the time
of replacement. The price at such time may be more or less than the price at which the instrument was sold by the Fund. Until the instrument is replaced, the Fund is required to repay the lender any dividends or interest that accrues during the
period of the loan. The Fund may also enter into a derivative transaction in order to establish a short position with respect to a reference asset. To borrow the instrument or establish the position, the Fund also may be required to pay a premium,
which would increase the cost of the instrument sold or position established. The net proceeds of the short position will be retained by the broker (or by the Fund&#146;s custodian in a special custody account), to the extent necessary to meet
margin requirements, until the short position is closed out. The Fund also will incur transaction costs in effecting short positions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will incur a loss as a result of the short position if the price of the instrument or the value of the reference
asset increases between the date of the short sale or short position and the date on which the Fund replaces the borrowed instrument or otherwise closes out the transaction. The Fund will generally realize a gain if the instrument or the value of
the reference asset declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest, or expenses the Fund may be required to pay in connection
with a short position. There can be no assurance that the Fund will be able to close out the position at any particular time or at an acceptable price. The Fund&#146;s ability to engage in short sales may from time to time be limited or prohibited
because of the inability to borrow certain instruments in the market, legal restrictions on short sales, or other reasons. The loss to the Fund from a short sale or short position is potentially unlimited. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Illiquid Securities </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
the context of regulations that apply only to <FONT STYLE="white-space:nowrap">open-end</FONT> registered investment companies, the SEC has defined illiquid securities to mean any investment that the fund reasonably expects cannot be sold or
disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Illiquid securities may include, among other things, certain written <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> options, certain securities or other liquid assets being used as cover for such options, certain loan participation interests, fixed time deposits which are
not subject to prepayment or provide for withdrawal penalties upon prepayment (other than overnight deposits), and certain other securities whose disposition is restricted under the federal securities laws other than securities issued pursuant to
Rule 144A under the Securities Act and certain commercial paper. Securities that may otherwise have been liquid may become illiquid with little or no warning under adverse economic, market or other conditions. Illiquid securities may include
privately placed securities, which are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered under the federal securities laws. Although certain of these securities may be
readily sold, others may be illiquid, and their sale may involve substantial delays and additional costs. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Rule 144A/ Regulation S Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on
resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such investments, especially under adverse market or economic conditions or in the event of adverse changes in the
financial condition of the issuer, the Fund could find it more difficult to sell such securities when the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely
held. At times, it may also be more difficult to determine the fair value of such securities for purposes of computing the NAV of the Fund&#146;s Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While such private placements may offer attractive opportunities for investment not otherwise available on the open market,
the securities so purchased are often restricted securities, <I>i.e.</I>, securities which cannot be sold to the public without registration under the Securities Act or the availability of an exemption from registration (such as Rules 144, 144A or
Regulation S), or which are not readily marketable because they are subject to other legal or contractual delays in or restrictions on resale. There may also be limited public information available regarding investments in private funds, which will
make such investment particularly dependent on the analytical abilities of the Fund&#146;s portfolio managers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
absence of a trading market can make it difficult to ascertain a market value for illiquid investments. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Fund
to sell them promptly at an acceptable price. The Fund may have to bear the extra expense of registering such securities for resale and the risk of substantial delay in effecting such registration. In addition, market quotations are less readily
available. The judgment of the Adviser may at times play a greater role in valuing these securities than in the case of publicly traded securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Generally speaking, restricted securities may be sold only to qualified institutional buyers, or in a privately negotiated
transaction to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a
registration statement is in effect under the Securities Act. The Fund may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public, and in such event the Fund may be liable to purchasers of
such securities if the registration statement prepared by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Exchange-Traded Funds and Other Investment Companies </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in shares of both open- or <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies
(including money market funds, single country funds, and ETFs of any kind) and trusts, limited partnerships, limited liability companies or other forms of business organizations, including other pooled investment vehicles sponsored, advised,
distributed or serviced by, or otherwise affiliated with, the Adviser, related parties of the Adviser or other service providers to the Fund. Investing in another pooled vehicle exposes the Fund to all the risks of that pooled vehicle. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As the shareholder of another investment company, the Fund would bear, along with other shareholders, its <I>pro rata</I>
portion of the other investment company&#146;s expenses, including advisory fees. Such expenses are in addition to the expenses the Fund pays in connection with its own operations. If the Fund invests in pooled or other investment vehicles sponsored
by the Adviser or related parties of the Adviser (&#147;other DoubleLine Funds&#148;), the Adviser will waive its advisory fee in an amount equal to the advisory fees paid to the Adviser or a related party by other DoubleLine Funds in respect of
Fund assets so invested. The Fund&#146;s investments in other investment companies may be limited by applicable law. It is possible that, under certain circumstances, the Fund may be prevented by applicable law from investing in other investment
companies when doing so may otherwise be the most efficient way for the Fund to obtain exposure to a portfolio of debt securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Despite the possibility of greater fees and expenses, investments in other investment companies may nonetheless be attractive
for several reasons, especially in connection with foreign investments. Because of restrictions on direct investment by U.S. entities in certain countries, investing indirectly in such countries (by purchasing shares of another fund that is
permitted to invest in such countries) may be the most practical and efficient way for the Fund to invest in such countries. In other cases, when a portfolio manager desires to make only a relatively small investment in a particular country,
investing through another fund that holds a diversified portfolio in that country may be more effective than investing directly in issuers in that country. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">55 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Among the types of investment companies in which the Fund may invest are
Portfolio Depositary Receipts (&#147;PDRs&#148;) and Index Fund Shares (PDRs and Index Fund Shares are collectively referred to as ETFs). PDRs represent interests in a unit investment trust (&#147;UIT&#148;) holding a portfolio of securities that
may be obtained from the UIT or purchased in the secondary market. Each PDR is intended to track the underlying securities, trade like a share of common stock, and pay to PDR holders periodic dividends proportionate to those paid with respect to the
underlying securities, less certain expenses. Index Fund Shares are shares issued by an <FONT STYLE="white-space:nowrap">open-end</FONT> management investment company that seeks to provide investment results that correspond generally to the price
and yield performance of a specified index (Index Fund). Individual investments in PDRs generally are not redeemable. However, large quantities of PDRs known as &#147;Creation Units&#148; are redeemable from the sponsor of the UIT. The liquidity of
smaller holdings of ETF shares will depend upon the existence of a secondary market. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Disruptions in the markets for the
securities held by ETFs or other investment companies purchased or sold by the Fund could result in losses on investments in ETFs or other investment companies. ETFs also carry the risk that the price the Fund pays or receives may be higher or lower
than the ETF&#146;s NAV. ETFs are also subject to certain additional risks, including the risks of illiquidity and of possible trading halts due to market conditions or other reasons, based on the policies of the relevant exchange. ETFs and other
investment companies in which the Fund may invest may be leveraged, which would increase the volatility of the value of the Fund&#146;s Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SEC has proposed regulations that may adversely affect the Fund&#146;s ability to invest in other investment companies,
such as another DoubleLine Fund. The proposed regulations, if adopted, could also significantly affect the Fund&#146;s ability to redeem its investments in other investment companies in the manner that they do now, making such investments less
attractive. The final terms of any proposed regulations are not known as of the date of this SAI, but they could cause the Fund to incur losses, realize taxable gains distributable to shareholders, incur greater or unexpected expenses or experience
other adverse consequences. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Warrants </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in warrants, which are instruments that give the Fund the right to purchase certain securities from an
issuer at a specific price (the &#147;strike price&#148;) for a limited period of time. The strike price of warrants typically is much lower than the current market price of the underlying securities, yet they are subject to similar price
fluctuations. As a result, warrants may be more volatile investments than the underlying securities and may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying securities and do not represent any rights in the assets of the issuing company. Also, the value of the warrant does not necessarily change with the value of the underlying securities and a warrant ceases to have value if
it is not exercised prior to the expiration date. These factors can make warrants more speculative than other types of investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to warrants on securities, the Fund may purchase put warrants and call warrants whose values vary depending on the
change in the value of one or more specified securities indices (&#147;index warrants&#148;). Index warrants are generally issued by banks or other financial institutions and give the holder the right, at any time during the term of the warrant, to
receive upon exercise of the warrant a cash payment from the issuer based on the value of the underlying index at the time of exercise. In general, if the value of the underlying index rises above the exercise price of the index warrant, the holder
of a call warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the value of the index and the exercise price of the warrant; if the value of the underlying index falls, the holder of a put
warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the exercise price of the warrant and the value of the index. The holder of a warrant would not be entitled to any payments from the
issuer at any time when, in the case of a call warrant, the exercise price is greater than the value of the underlying index, or, in the case of a put warrant, the exercise price is less than the value of the underlying index. If the Fund were not
to exercise an index warrant prior to its expiration, then the Fund would lose the amount of the purchase price paid by it for the warrant. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund will normally use index warrants in a manner similar to its use of options on securities indices. The risks of the
Fund&#146;s use of index warrants are generally similar to those relating to its use of index options. Unlike most index options, however, index warrants are issued in limited amounts and are not obligations of a regulated clearing agency, but are
backed only by the credit of the bank or other institution which issues the warrant. Also, index warrants generally have longer terms than index options. Index warrants are not likely to be as liquid as certain index options backed by a
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
recognized clearing agency. In addition, the terms of index warrants may limit the Fund&#146;s ability to exercise the warrants at such time, or in such quantities, as the Fund would otherwise
wish to do. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Securities Loans </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may make secured loans of its portfolio securities, on either a short-term or long-term basis thereby potentially
realizing additional income. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. If
a borrower defaults, the value of the collateral may decline before the Fund can dispose of it. As a matter of policy, securities loans are made to broker-dealers pursuant to agreements requiring that the loans be continuously secured by collateral
consisting of cash or short-term debt obligations at least equal at all times to the value of the securities on loan, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">marked-to-market</FONT></FONT> daily. The borrower pays to the
Fund an amount equal to any dividends or interest received on securities lent. The Fund retains all or a portion of the interest received on investment of the cash collateral or receives a fee from the borrower. The Fund bears the risk of any loss
on the investment of the collateral; any such loss may exceed, potentially by a substantial amount, any profit to the Fund from its securities lending activities. Although voting rights, or rights to consent, with respect to the loaned securities
may pass to the borrower, the Fund retains the right to call the loans at any time on reasonable notice, and it will do so to enable the Fund to exercise voting rights on any matters materially affecting the investment. The Fund may also call such
loans in order to sell the securities. The Fund may pay fees in connection with arranging loans of its portfolio securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest the cash collateral received (generally in money market investments or money market funds) or receive a
fee from the borrower. In the case of cash collateral, the Fund typically pays a rebate to the borrower. Subject to conditions established by the SEC staff, an investment company may transfer cash collateral into a joint account along with cash
collateral of other affiliated investment companies. Cash collateral in any such joint accounts may be invested in repurchase agreements and/or short-term money market instruments. Although control over, and voting rights or rights to consent with
respect to, the loaned securities pass to the borrower, the Fund, as the lender, retains the right to call the loans and obtain the return of the securities loaned at any time on reasonable notice. The Fund may call such loans in order to sell the
securities involved or, if the holders of the securities are asked to vote upon or consent to matters which DoubleLine believes materially affect the investment, in order to vote the securities. If the borrower defaults on its obligation to return
the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. When
engaged in securities lending, the Fund&#146;s performance will continue to reflect changes in the value of the securities loaned and will also reflect the receipt of either interest, through investment of cash collateral by the Fund in permissible
investments, or a fee, if the collateral is U.S. Government securities. It is possible that the Fund will realize losses on the investment of any cash collateralizing a securities loan; any such losses would be for the account of the Fund, not the
borrower. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Participation on Creditors&#146; Committees </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Participation on committees formed by creditors to negotiate with the management of financially troubled issuers of securities
held by the Fund may subject the Fund to expenses such as legal fees and may make the Fund an &#147;insider&#148; of the issuer for purposes of the federal securities laws, and therefore may restrict the Fund&#146;s ability to trade in or acquire
additional positions in a particular security when it might otherwise desire to do so. Participation by the Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the
rights of creditors and debtors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Short-Term Investments / Temporary Defensive Strategies </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When attempting to respond to adverse market, economic, political, or other conditions, the Fund may take temporary defensive
positions that may be inconsistent (including materially inconsistent) with the Fund&#146;s principal investment strategies. The Adviser then may, but is not required to, for temporary defensive purposes, deviate from its principal investment
strategies by investing some or all of its total assets in investments such as high grade debt securities, including high quality, short-term debt securities, and cash and cash equivalents. In those cases, the Fund may not achieve its investment
objectives when it does so. The Fund also may deviate from its principal investment strategies in order to keep its assets fully invested, including during the period in which the net proceeds of this offering are being invested. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Money Market Instruments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in money market instruments. These instruments include, but are not limited to, commercial paper, money market
instruments, money market mutual funds and the following instruments: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>U.S. Government Securities</U>. Obligations issued or guaranteed
as to principal and interest by the United States or its agencies (such as the Export-Import Bank of the United States, Federal Housing Administration and Ginnie Mae) or its instrumentalities (such as the Federal Home Loan Bank), including Treasury
bills, notes and bonds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Bank Obligations</U>. Obligations including certificates of deposit, fixed time deposits and bankers&#146;
acceptances, commercial paper (see below) and other debt obligations of banks subject to regulation by the U.S. Government and having total assets of $1&nbsp;billion or more, and instruments secured by such obligations (See &#147;Bank
Obligations&#148; above), not including obligations of foreign branches of domestic banks except as permitted below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Eurodollar
Certificates of Deposit</U>. Eurodollar certificates of deposit issued by foreign branches of domestic banks having total assets of $1&nbsp;billion or more (investments in Eurodollar certificates may be affected by changes in currency rates or
exchange control regulations, or changes in governmental administration or economic or monetary policy in the United States and abroad). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Obligations of Savings Institutions</U>. Certificates of deposit of savings banks and savings and loan associations, having total assets of
$1&nbsp;billion or more (investments in savings institutions above $100,000 in principal amount are not protected by federal deposit insurance). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Fully Insured Certificates of Deposit</U>. Certificates of deposit of banks and savings institutions, having total assets of less than
$1&nbsp;billion, if the principal amount of the obligation is insured by the Bank Insurance Fund or the Savings Association Insurance Fund (each of which is administered by the FDIC). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><U>Other Short-Term Obligations</U>. Debt securities initially issued with a remaining maturity of 397 days or less. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Guaranteed Investment Contracts (Funding Agreements) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Guaranteed investment contracts, or funding agreements, are short-term, privately placed debt instruments issued by insurance
companies. Pursuant to such contracts, the Fund may make cash contributions to a deposit fund of the insurance company&#146;s general account. The insurance company then credits to the Fund payments at negotiated, floating or fixed interest rates.
In general, guaranteed investment contracts are not assignable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Qualified Financial Contract </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Regulations adopted by federal banking regulators under the Dodd-Frank Act, which are scheduled to take effect throughout
2019, require that certain qualified financial contracts (&#147;QFCs&#148;) with counterparties that are part of U.S. or foreign global systemically important banking organizations be amended to include contractual restrictions on <FONT
STYLE="white-space:nowrap">close-out</FONT> and cross-default rights. QFCs include, but are not limited to, securities contracts, commodities contracts, forward contracts, repurchase agreements, securities lending agreements and swaps agreements, as
well as related master agreements, security agreements, credit enhancements, and reimbursement obligations. If a covered counterparty of the Fund or certain of the covered counterparty&#146;s affiliates were to become subject to certain insolvency
proceedings, the Fund may be temporarily unable to exercise certain default rights, and the QFC may be transferred to another entity. These requirements may impact the Fund&#146;s credit and counterparty risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Exchange-Traded Notes (&#147;ETNs&#148;) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in ETNs. ETNs have many features of senior, unsecured, unsubordinated debt securities. Their returns are
linked to the performance of a particular asset, such as a market index, less applicable fees and expenses. ETNs are listed on an exchange and traded in the secondary market. The Fund may hold the ETN until maturity, at which time the issuer is
obligated to pay a return linked to the performance of the relevant asset. ETNs do not typically make periodic interest payments and principal is not protected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand of the ETN,
volatility and lack of liquidity in the underlying assets, changes in the applicable interest rates, the current performance of the asset to which the ETN is linked, and the credit rating of the ETN issuer. ETNs represent an unsecured
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
obligation and therefore carry with them the risk that the counterparty will default and the Fund may not be able to recover the current value of its investment. The market value of an ETN may
differ from the performance of the applicable asset and there may be times when an ETN trades at a premium or discount to the underlying asset&#146;s value. This difference in price may be due to the fact that the supply and demand in the market for
ETNs at any point in time is not always identical to the supply and demand in the market for the assets on which the ETN&#146;s return is based. A change in the issuer&#146;s credit rating may also affect the value of an ETN despite the underlying
asset remaining unchanged. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">ETNs are also subject to tax risk. For tax purposes, no assurance can be given that the IRS
will accept, or a court will uphold, how the Fund characterizes and treats ETNs or amounts realized thereon; further, the requirements for qualification as a RIC may limit the extent to which the Fund may invest in certain ETNs. See &#147;Tax
Matters&#148; below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An ETN that is tied to a specific market index may not be able to replicate and maintain exactly the
composition and relative weighting of securities, commodities or other components in the applicable market index. ETNs also incur certain expenses not incurred by their applicable market index, and the Fund would bear a proportionate share of any
fees and expenses borne by the ETN in which it invests. The Fund&#146;s decision to sell its ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be
required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN. Some ETNs that use leverage in an effort to amplify the returns of an underlying market index can, at times, be relatively illiquid and may
therefore be difficult to purchase or sell at a fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are greater. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">ETNs are generally similar to structured investments and hybrid instruments. For discussion of these investments and the risks
generally associated with them, see &#147;Hybrid Securities&#148; and &#147;Structured Investments&#148; in this SAI. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Floating Rate and Variable Rate
Demand Notes </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase taxable or <FONT STYLE="white-space:nowrap">tax-exempt</FONT> floating rate and
variable rate demand notes for short-term cash management or other investment purposes. Floating rate and variable rate demand notes and bonds may have a stated maturity in excess of one year, but may have features that permit a holder to demand
payment of principal plus accrued interest upon a specified number of days&#146; notice. Frequently, such obligations are secured by letters of credit or other credit support arrangements provided by banks. The issuer has a corresponding right,
after a given period, to prepay in its discretion the outstanding principal of the obligation plus accrued interest upon a specific number of days&#146; notice to the holders. The interest rate of a floating rate instrument may be based on a known
lending rate, such as a bank&#146;s prime rate, and is reset whenever such rate is adjusted. The interest rate on a variable rate demand note is reset at specified intervals at a market rate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Inflation-Protected Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in U.S. Treasury Inflation Protected Securities (&#147;U.S. TIPS&#148;), which are fixed income securities
issued by the U.S. Department of Treasury, the principal amounts of which are adjusted daily based upon changes in the rate of inflation. The Fund may also invest in other inflation-protected securities issued by
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> governments or by private issuers. U.S. TIPS pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. The interest rate on these bonds is fixed at
issuance, but over the life of the bond this interest may be paid on an increasing or decreasing principal value that has been adjusted for inflation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed for U.S. TIPS, even during a
period of deflation. However, because the principal amount of U.S. TIPS would be adjusted downward during a period of deflation, the Fund will be subject to deflation risk with respect to its investments in these securities. In addition, the current
market value of the bonds is not guaranteed, and will fluctuate. If the Fund purchases in the secondary market U.S. TIPS whose principal values have been adjusted upward due to inflation since issuance, the Fund may experience a loss if there is a
subsequent period of deflation. The Fund may also invest in other inflation-related bonds which may or may not provide a guarantee of principal. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity
may be less than the original principal amount. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The periodic adjustment of U.S. TIPS is currently tied to the <FONT
STYLE="white-space:nowrap">CPI-U,</FONT> which is calculated by the U.S. Department of Treasury. The <FONT STYLE="white-space:nowrap">CPI-U</FONT> is a measurement of changes in the cost of living, made up of components such as housing, food,
transportation and energy. Inflation-protected bonds issued by a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can no assurance that
the <FONT STYLE="white-space:nowrap">CPI-U</FONT> or any <FONT STYLE="white-space:nowrap">non-U.S.</FONT> inflation </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
index will accurately measure the real rate of inflation in the prices of goods and services. If interest rates rise due to reasons other than inflation (for example, due to changes in currency
exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond&#146;s inflation measure. In addition, there can be no assurance that the rate of inflation in a <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> country will be correlated to the rate of inflation in the United States. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
general, the value of inflation-protected bonds is expected to fluctuate in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were
to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-protected bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest
rates might rise, leading to a decrease in value of inflation-protected bonds. If inflation is lower than expected during the period the Fund holds the security, the Fund may earn less on the security than on a conventional bond. Any increase in
principal value is taxable in the year the increase occurs, even though holders do not receive cash representing the increase at that time. As a result, if the Fund invests in inflation-protected securities, it could be required at times to
liquidate other investments, including when it is not advantageous to do so, in order to satisfy its distribution requirements as a RIC and to eliminate any fund-level income tax liability under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Infrastructure Investments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in securities and other obligations of U.S. and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> issuers
providing exposure to infrastructure investments. Infrastructure investments include, without limitation, fixed or floating-rate debt instruments or loans issued to finance (or <FONT STYLE="white-space:nowrap">re-finance)</FONT> the ownership,
development, construction, maintenance, renovation, enhancement, or operation of infrastructure assets. Infrastructure investments also include investments in the debt securities of or loans made to issuers of various types including issuers that
invest in, own or hold infrastructure assets; or issuers that operate infrastructure assets or provide services, products or raw materials related to the development, construction, maintenance, renovation, enhancement or operation of infrastructure
assets. Issuers in which the Fund may invest may include, among others, operating companies, special purpose vehicles, including vehicles created to hold or finance infrastructure assets, municipal issuers, and government-related issuers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Infrastructure investments include assets or projects that support the operation, function, growth or development of a
community or economy. The infrastructure assets to which the Fund may have exposure, directly or indirectly, include, without limitation, those related to transportation (<I>e.g.</I>, airports, metro systems, subways, railroads, ports, toll roads,
airplanes); electric utilities and power (<I>e.g.</I>, power generation, transmission and distribution); energy (<I>e.g.</I>, exploration&nbsp;&amp; production, pipeline, storage, refining and distribution of energy); renewable energies
(<I>e.g.</I>, wind, solar, hydro, geothermal); communication networks and equipment; water and sewage treatment; social infrastructure (<I>e.g.</I>, health care facilities, government accommodations, and other public service facilities); metals and
mining; and shipping, cement, steel, and other resources and services related to infrastructure assets (<I>e.g.</I>, chemical companies). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The values of the Fund&#146;s infrastructure investments may be entirely dependent upon the successful development,
construction, maintenance, renovation, enhancement or operation of infrastructure assets or infrastructure-related projects. Accordingly, the Fund may have significant exposure to adverse economic, regulatory, political, legal, demographic,
environmental and other developments affecting the success of the infrastructure assets or projects in which it directly or indirectly invests. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Initial Public Offerings </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase debt or equity securities in IPOs. These securities, which are often issued by unseasoned companies, may
be subject to many of the same risks of investing in companies with smaller market capitalizations. Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. Securities issued
in an IPO frequently are very volatile in price, and the Fund may hold securities purchased in an IPO for a very short period of time. As a result, the Fund&#146;s investments in IPOs may increase portfolio turnover, which increases brokerage and
administrative costs and may result in distributions taxable to shareholders subject to tax. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">At any particular time or
from time to time the Fund may not be able to invest in securities issued in IPOs, or invest to the extent desired because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available to the Fund. In
addition, under certain market conditions a relatively small number of companies may issue securities in IPOs. Similarly, as the number of funds advised by the Adviser to which IPO securities are allocated increases, the number of securities issued
to any one fund may decrease. The investment performance of the Fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the Fund is able to do so.
</P>
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In addition, as the Fund increases in size, the impact of IPOs on the Fund&#146;s performance will generally decrease. There can be no assurance that investments in IPOs will be available to the
Fund or improve the Fund&#146;s performance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Private Investment Vehicles </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may also invest in private investment funds, pools, vehicles, or other structures such as, without limitation, hedge
funds, private equity funds or other pooled investment vehicles, which may take the form of corporations, partnerships, trusts, limited partnerships, limited liability companies, or any other form of business organization (collectively,
&#147;private funds&#148;), including those sponsored or advised by the Adviser or its related parties. Private funds may utilize leverage without limit and, to the extent the Fund invests in private funds that utilize leverage, the Fund will
indirectly be exposed to the risks associated with that leverage and the values of its shares may be more volatile as a result. If a private fund in which the Fund invests is not publicly offered or there is no public market for its shares, the Fund
will typically be prohibited by the terms of its investment from selling its shares in the private fund, or may not be able to find a buyer for those shares at an acceptable price. Securities issued by private funds are generally issued in private
placements and are restricted securities. An investment in a private fund may be highly volatile and difficult to value. The Fund would bear its <I>pro rata </I>share of the expenses of any private fund in which it invests. See &#147;&#151;Private
Placement and Restricted Securities&#148; in the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An investment in private funds sponsored or advised by the
Adviser or its related parties presents certain conflicts of interest. Private funds may pay the Adviser (or its related parties) different levels of fees, each based on the amount of assets invested in them. Accordingly, the Adviser or its related
parties will earn fees if the Adviser invests the Fund&#146;s assets in private funds that pay fees to the Adviser or its related parties, and will earn more in payments if the Fund&#146;s assets are allocated to those private funds paying fees at
the highest rates. This provides the Adviser an incentive to allocate the Fund&#146;s assets into those private funds that pay the highest rate of fees to the Adviser and its related parties; however, the Adviser has a duty to disregard that
incentive and allocate the Fund&#146;s assets based on the best interest of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Redeemable Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain securities held by the Fund may permit the issuer at its option to call or redeem its securities. If an issuer were to
redeem securities held by the Fund during a time of declining interest rates, the Fund may not be able to reinvest the proceeds in securities providing the same investment return as the securities redeemed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Short-Term Investments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Short-term, high quality investments, including, for example, commercial paper, bankers&#146; acceptances, certificates of
deposit, bank time deposits, repurchase agreements, and investments in money market mutual funds or similar pooled investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Special Purpose
Acquisition Companies </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in stock, warrants, and other securities of special purpose acquisition
companies (&#147;<B>SPACs</B>&#148;) or similar special purpose entities that pool funds to seek potential acquisition opportunities. Unless and until an acquisition meeting the SPAC&#146;s requirements 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; if an acquisition that meets the requirements for the SPAC is not completed within a
<FONT STYLE="white-space:nowrap">pre-established</FONT> period of time, the invested funds are returned to the entity&#146;s shareholders. Because SPACs and similar entities have no operating history or ongoing business other than seeking
acquisitions, the value of their securities is particularly dependent on the ability of the entity&#146;s management to identify and complete a profitable acquisition. Some SPACs may pursue acquisitions only within certain industries or regions,
which may increase the volatility of their prices. In addition, these securities, which are typically traded in the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> market, may be considered illiquid
and/or be subject to restrictions on resale. The Fund&#146;s affiliates may create a SPAC for purchase by the Fund to assist the Fund in purchasing certain assets not otherwise available to the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Stapled Securities </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund may invest in stapled securities, which are financial instruments comprised of two or more different instruments that are contractually bound to form a single salable unit; they cannot be bought or sold separately. Stapled securities may often
include a share in a company and a unit in a trust related to that company. The resulting security is influenced by both parts, and must be treated as one unit at all times, such as when buying or selling a security. The value
</P>
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of stapled securities and the income, if any, derived from them may fall as well as rise. The market for stapled securities may be illiquid at times, even for those securities that are listed on
a domestic or foreign exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Structured Investments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A structured investment is a security having a return tied to an underlying index or other security or asset class. Structured
investments generally are individually negotiated agreements and may be traded <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter.</FONT></FONT> Structured investments are organized and operated to restructure the
investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, or specified instruments (such as commercial bank loans) and the issuance by that entity or
one or more classes of securities (&#147;<B>s</B>tructured securities&#148;) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured
securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the
extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured securities
are generally of a class of structured securities that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated
structured securities. Structured securities are typically sold in private placement transactions, and there currently is no active trading market for structured securities. Investments in government and government-related and restructured debt
instruments are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt and requests to extend additional loan amounts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Mezzanine Loans </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund may invest in mezzanine loans, which are loans that are subordinate in the capital structure of the borrower, meaning that there may be significant indebtedness ranking ahead of the borrower&#146;s obligation to the Fund in the event of the
borrower&#146;s insolvency. Although the Fund has no present intention to do so, the Fund may originate mezzanine loans. Such loans may be collateralized with tangible fixed assets such as real property or interests in real property, or may be
uncollateralized. As with other loans to corporate borrowers, repayment of a mezzanine loan is dependent on the successful operation of the borrower. Mezzanine loans may also be affected by the successful operation of other properties, the interests
in which are not pledged to secure the mezzanine loan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While mezzanine investments may benefit from the same or similar
financial and other covenants as those enjoyed by the indebtedness ranking ahead of the mezzanine investments and may benefit from cross-default provisions and security over the borrower&#146;s assets, some or all of such terms may not apply to
particular mezzanine investments. Mezzanine investments generally are subject to various risks including, without limitation, (i)&nbsp;a subsequent characterization of an investment as a &#147;fraudulent conveyance&#148;; (ii) the recovery as a
&#147;preference&#148; of liens perfected or payments made on account of a debt incurred in the 90 days before a bankruptcy filing; (iii)&nbsp;equitable subordination claims by other creditors;
<FONT STYLE="white-space:nowrap">(iv)&nbsp;so-called</FONT> &#147;lender liability&#148; claims by the issuer of the obligations; and (v)&nbsp;environmental liabilities that may arise with respect to collateral securing the obligations. In addition
to interest, the Fund may receive origination fees, extension fees, modification or similar fees in connection with investments in mezzanine loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Income Deposit Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase income deposit securities (&#147;IDSs&#148;). Each IDS represents two separate securities, shares of
common stock and subordinated notes issued by the same company, that are combined into one unit that trades like a stock on an exchange. Holders of IDSs receive dividends on the Common Shares and interest at a fixed rate on the subordinated notes to
produce a blended yield. An IDS is typically listed on a stock exchange, but the underlying securities typically are not listed on the exchange until a period of time after the listing of the IDS or upon the occurrence of certain events
(<I>e.g.</I>, a change of control of the issuer of the IDS). When the underlying securities are listed, the holders of IDSs generally have the right to separate the components of the IDSs and trade them separately. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There may be a thinner and less active market for IDSs than that available for other securities. The value of an IDS will be
affected by factors generally affecting common stock and subordinated debt securities, including the issuer&#146;s actual or perceived ability to pay interest and principal on the notes and pay dividends on the stock. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">62 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The U.S. federal income tax treatment of IDSs is not entirely clear and there is
no authority that directly addresses the tax treatment of securities with terms substantially similar to IDSs. Among other things, although it is expected that the subordinated notes portion of an IDS will be treated as debt, if it were
characterized as equity rather than debt, then it would be possible that the interest paid on the notes might be treated as dividends to the extent paid out of the issuer&#146;s earnings and profits, but it is not at all clear that such dividends
would qualify for favorable long-term capital gains rates currently available to dividends on other types of equity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Indexed Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may purchase securities whose prices are indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or
statistic. Gold-indexed securities, for example, typically provide for a maturity value that depends on the price of gold, resulting in a security whose price tends to rise and fall together with gold prices. Currency-indexed securities typically
are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities of
equivalent issuers. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security whose price characteristics are similar to a put
option on the underlying currency. Currency-indexed securities also may have prices that depend on the values of a number of different foreign currencies relative to each other. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The performance of indexed securities depends to a great extent on the performance of the security, currency, commodity or
other instrument to which they are indexed, and also may be influenced by interest rate changes in the United States and abroad. At the same time, indexed securities are subject to the credit risks associated with the issuer of the security, and
their values may decline substantially if the issuer&#146;s creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government agencies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Master Limited Partnerships </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in master limited partnerships (&#147;MLPs&#148;), which are limited partnerships in which ownership units
are publicly traded. MLPs often own or own interests in properties or businesses that are related to oil and gas industries, including pipelines, although MLPs may invest in other types of investments, including credit-related investments.
Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners (like the Fund when it invests in an MLP) are not involved in the
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> management of the partnership. The Fund also may invest in companies who serve (or whose affiliates serve) as the general partner of an MLP. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units
of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. Conflicts of interest may exist among unit
holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or
region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units 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="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may also hold investments in limited liability companies that have many of the same characteristics and are subject
to many of the same risks as MLPs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The manner and extent of the Fund&#146;s investments in MLPs and limited liability
companies may be limited by its intention to qualify as a RIC under the Code, and any such investments by the Fund may adversely affect the ability of the Fund to so qualify. Subject to any future regulatory guidance to the contrary, any
distribution of income attributable to qualified publicly traded partnership income from the Fund&#146;s investment in an MLP will ostensibly not qualify for the deduction that would be available to a
<FONT STYLE="white-space:nowrap">non-corporate</FONT> shareholder were the shareholder to own such MLP directly. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Bank Capital Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund may invest in bank capital securities of both <FONT STYLE="white-space:nowrap">non-U.S.</FONT> (foreign) and U.S.
issuers. Bank capital securities may be issued by banks to help fulfill their regulatory capital requirements. Bank capital securities may be of any credit quality. Bank capital securities may include, among other investments, fixed-maturity dated
subordinated notes; hybrid securities with characteristics of both debt obligations and preferred stocks; perpetual callable securities with no maturity date and a cumulative interest deferral feature, which permits the issuer bank to withhold
payment of interest until a later undetermined date; and convertible debt securities that can be converted at the issuer&#146;s option to equity securities. Investments in bank capital securities are subject to the risks of other debt investments,
such as default and <FONT STYLE="white-space:nowrap">non-payment,</FONT> as well as certain other risks, such as the risk that bank regulators may force the bank to dissolve, merge, restructure its capitalization or take other actions intended to
prevent its failure or ensure its orderly resolution. Bank regulators in certain jurisdictions have broad authorities they may use to prevent the failure of banking institutions or to stabilize the banking industry, all of which may adversely affect
the values of investments in bank capital securities and other bank obligations, including those of other banks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Litigation </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund or the Adviser on behalf of the Fund may participate in bankruptcy, insolvency or other similar proceedings relating
to securities held by the Fund and join creditors&#146; committees to preserve and pursue the Fund&#146;s rights. Further, the Adviser or the Fund may, on occasion, initiate litigation against an issuer or related parties in connection with
securities presently or previously held by the Fund (whether by opting out of an existing class action lawsuit or otherwise). There can be no assurance of any recovery in any such proceeding and there may be significant delay in achieving any
recovery. The Fund will bear its own costs in pursuing such actions, including, potentially, retaining counsel to represent the Fund on a contingency or other fee basis. The Fund may encounter substantial difficulties in obtaining and enforcing
judgments against individuals and companies located in certain foreign jurisdictions. It may be difficult or impossible to obtain or enforce remedies against governments, their agencies and sponsored entities. The Fund could be subject to claims
against it and any litigation it pursues could result in counterclaims against it, all of which could adversely affect the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tax Considerations
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The requirements for qualification and treatment as a RIC for U.S. federal income tax purposes limit the extent to
which the Fund may invest in certain securities and transactions described above. In addition, the Fund&#146;s utilization of certain investment instruments may alter the character and timing of income attributable to the Fund relative to other
means of achieving similar investment exposure. In certain circumstances, accelerated attribution of income may require the Fund to sell assets in order to meet RIC distribution requirements even when investment considerations make such sales
otherwise undesirable. For more information concerning these requirements and the taxation of investments, see &#147;Tax Matters&#148; below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Legal
and Regulatory Risk </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Legal, tax and regulatory changes could occur and may adversely affect the Fund and its ability
to pursue its investment strategies and/or increase the costs of implementing such strategies. New (or revised) laws or regulations may be imposed by the CFTC, the SEC, the IRS, the U.S. Federal Reserve or other banking regulators, other
governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. In particular, these agencies are implementing a variety of new rules pursuant to financial reform
legislation in the United States. The EU and some other countries are implementing similar requirements. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental
regulatory authorities or self-regulatory organizations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the securities and futures markets are subject to
comprehensive statutes, regulations and margin requirements. The CFTC, the SEC, the FDIC, other regulators and self-regulatory organizations and exchanges are authorized under these statutes, regulations and otherwise to take extraordinary actions
in the event of market emergencies. The Fund and the Adviser have historically been eligible for exemptions from certain regulations. However, there is no assurance that the Fund and the Adviser will continue to be eligible for such exemptions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The CFTC and certain futures exchanges have established limits, referred to as &#147;position limits,&#148; on the maximum net
long or net short positions which any person may hold or control in particular options and futures contracts. The CFTC has proposed position limits for certain swaps. All positions owned or controlled by the same person or entity, even if in
different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if the Fund does not intend to exceed applicable position limits, it is possible that different clients
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">64 </P>


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managed by the Adviser and its related parties may be aggregated for this purpose. Therefore, it is possible that the trading decisions of the Adviser may have to be modified and that positions
held by the Fund may have to be liquidated in order to avoid exceeding such limits. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the performance of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SEC has in the past adopted interim rules requiring reporting of all short positions above a certain <I>de
</I><I>minimis</I> threshold and may adopt rules requiring monthly public disclosure in the future. In addition, other <FONT STYLE="white-space:nowrap">non-U.S.</FONT> jurisdictions where the Fund may trade have adopted reporting requirements. If
the Fund&#146;s short positions or its strategy become generally known, it could have a significant effect on the Adviser&#146;s ability to implement its investment strategy. In particular, it would make it more likely that other investors could
cause a short squeeze in the securities held short by the Fund forcing the Fund to cover its positions at a loss. Such reporting requirements may also limit the Adviser&#146;s ability to access management and other personnel at certain companies
where the Adviser seeks to take a short position. In addition, if other investors engage in copycat behavior by taking positions in the same issuers as the Fund, the cost of borrowing securities to sell short could increase drastically and the
availability of such securities to the Fund could decrease drastically. Such events could make the Fund unable to execute its investment strategy. In addition, if the SEC were to adopt restrictions regarding short sales, they could restrict the
Fund&#146;s ability to engage in short sales in certain circumstances, and the Fund may be unable to execute its investment strategies as a result. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SEC and regulatory authorities in other jurisdictions may adopt (and in certain cases, have adopted) bans on short sales
of certain securities in response to market events. Bans on short selling may make it impossible for the Fund to execute certain investment strategies and may have a material adverse effect on the Fund&#146;s ability to generate returns. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Rules implementing the credit risk retention requirements of the Dodd-Frank Act for asset-backed securities require the
sponsor of certain securitization vehicles (or a majority owned affiliate of such sponsor) to retain, and to refrain from transferring, selling, conveying to a third party, or hedging the credit risk on a portion of the assets transferred, sold, or
conveyed through the issuance of the asset-backed securities of such vehicle, subject to certain exceptions. These requirements may increase the costs to originators, securitizers, and, in certain cases, collateral managers of securitization
vehicles in which the Fund may invest, which costs could be passed along to the Fund as an investor in such vehicles. In addition, the costs imposed by the risk retention rules on originators, securitizers and/or collateral managers may result in a
reduction of the number of new offerings of asset-backed securities and thus in fewer investment opportunities for the Fund. A reduction in the number of new securitizations could also reduce liquidity in the markets for certain types of financial
assets that are typically held by securitization vehicles, which in turn could negatively affect the returns on the Fund&#146;s investment in asset-backed securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investors should also be aware that some <FONT STYLE="white-space:nowrap">EU-regulated</FONT> institutions (including banks,
certain investment firms, and authorized managers of alternative investment funds) are restricted from investing in securitizations (including U.S.-related securitizations), unless, in summary: (i)&nbsp;the institution is able to demonstrate that it
has undertaken certain due diligence in respect of various matters, including its investment position, the underlying assets, and (in the case of authorized managers of alternative investment funds) the sponsor and the originator of the
securitization; and (ii)&nbsp;the originator, sponsor, or original lender of the securitization has explicitly disclosed to the institution that it will retain, on an ongoing basis, a net economic interest of not less than 5% of specified credit
risk tranches or asset exposures related to the securitization. In addition, in respect of securitization transactions the securities of which are issued on or after January&nbsp;1, 2019 and to any securitization that creates new securitization
positions on or after January&nbsp;1, 2019, there is a direct requirement on the originator, sponsor or original lender of the securitization to make the required credit risk retention (in each case to the extent such entities are established in the
EU). The costs of compliance, in the case of any securitization within the EU risk retention rules in which the Fund has invested or is seeking to invest, could be indirectly borne by the Fund and the other investors in the securitization. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Portfolio Turnover </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A
portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of the Fund&#146;s purchases or sales of securities (excluding short-term securities and certain derivatives) by the average market value of the Fund. The Adviser
manages the Fund&#146;s assets by buying and selling securities to help attain its investment objectives. This may result in increases or decreases in the Fund&#146;s current income and gains available for distribution to its shareholders. The Fund
may dispose of investments (including money market instruments) regardless of the holding period if, in the opinion of the Adviser, it is in the best interest of the Fund to do so, for example, because an issuer&#146;s creditworthiness or perceived
changes in a company&#146;s growth prospects or asset value make selling them advisable. Such an investment decision may </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">65 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
result in capital gains, including short-term capital gains taxable as ordinary income when distributed to taxable shareholders, or losses and could result in a high portfolio turnover rate
during a given period. Transactions in equity securities typically involve the payment of brokerage commissions, which are borne by the Fund and negatively affect the Fund&#146;s performance. Debt securities are normally traded on a principal basis,
involving a <FONT STYLE="white-space:nowrap">mark-up</FONT> or mark-down of the price which is an indirect transaction cost, and therefore the Fund incurs transaction costs when trading them. Its costs are incorporated in purchase or sale prices and
negatively affect the Fund&#146;s performance. The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund&#146;s performance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The portfolio turnover rates of the Fund for the fiscal years ended September&nbsp;30, 2018 and September&nbsp;30, 2019 are as
follows: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="84%"></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><B>2018</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2019&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;Portfolio Turnover Rate</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">35%</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">40%</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_4"></A>MANAGEMENT OF THE FUND </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board is responsible for overseeing the management and operations of the Fund. The Board approves all significant
agreements between the Fund and the persons or companies that furnish services to the Fund, including agreements with its distributor, investment manager, administrator, custodian and transfer agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Role of the Board of Trustees, Leadership Structure and Risk Oversight </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board of the Fund consists of four Trustees, three of whom are not considered to be an &#147;interested person&#148; (as
defined in the 1940 Act) of the Fund (the &#147;Independent Trustees&#148;). Tables containing required information about the Trustees are found on pages <FONT STYLE="white-space:nowrap">68-69</FONT> of this SAI. The Board is responsible for
overseeing the management and operations of the Fund, including general supervision of the duties performed by the Adviser and other service providers to the Fund. The Adviser and the Fund&#146;s administrator are responsible for the <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> management and administration of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Chairman of the Board, Mr.&nbsp;Ronald&nbsp;R. Redell, also serves as Chairman of the Board of DoubleLine Opportunistic
Credit Fund and DoubleLine Yield Opportunities Fund as well as President of DoubleLine Funds Trust and as an executive of the Adviser and, as such, he participates in the oversight of the Fund&#146;s <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">day-to-day</FONT></FONT> business affairs. Mr.&nbsp;Redell is an &#147;interested person&#148; of the Fund due to his positions with and ownership interests in the Adviser. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;Raymond&nbsp;B. Woolson serves as the lead Independent Trustee. A portion of each regular meeting of the Board is
devoted to an executive session of the Independent Trustees at which no members of management or the Fund&#146;s administrator are present. At those meetings, the Independent Trustees consider a variety of matters that are required by law to be
considered by the Independent Trustees, as well as matters that are scheduled to come before the full Board, including fund governance, fund management, and leadership issues, and are advised by independent legal counsel. Mr.&nbsp;Woolson serves as
Chair for those meetings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board has established an Audit Committee in accordance with Section&nbsp;3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), consisting of the Independent Trustees. Mr.&nbsp;Woolson serves as the Chairman of the Audit Committee. The Audit Committee&#146;s other members are Messrs. Ciprari and
Salter. The Audit Committee makes recommendations to the Board concerning the selection of the independent auditors and reviews with the auditors the results of the annual audit, including the scope of auditing procedures, the adequacy of internal
controls and compliance by the Fund with the accounting and financial reporting requirements of the 1940 Act. During the fiscal year ended September&nbsp;30, 2019, the Audit Committee met four times. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board has a Qualified Legal Compliance Committee (&#147;QLCC&#148;), consisting of the Independent Trustees. The QLCC
receives, reviews and takes appropriate action with respect to any report made or referred to the QLCC by an attorney of evidence of a material violation of applicable U.S. federal or state securities law, material breach of a fiduciary duty under
U.S. federal or state law or a similar material violation by the Fund or by any officer, director, employee, or agent of the Fund. During the fiscal year ended September&nbsp;30, 2019, the QLCC did not meet. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">66 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board has a Nominating Committee consisting of Trustees who are Independent
Trustees. The members of the Fund&#146;s Nominating Committee are the Independent Trustees. The Nominating Committee makes recommendations to the Board regarding nominations for membership on the Board as an independent trustee. Based on, among
other things, information provided by management of the Fund, the Nominating Committee periodically reviews trustee compensation and recommends any changes it deems appropriate to the Independent Trustees. The Nominating Committee will also consider
potential trustee candidates recommended by shareholders provided that the proposed candidates satisfy the trustee qualification requirements provided in the Fund&#146;s Agreement and Declaration of Trust, as amended (the &#147;Declaration&#148;),
and the &#147;Procedures for Shareholders to Submit Nominee Candidates,&#148; which are set forth as Appendix A to the Fund&#146;s Nominating Committee Charter and attached as Appendix A to this Statement of Additional Information. During the fiscal
year ended September&nbsp;30, 2019, the Fund&#146;s Nominating Committee met twice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although not a Committee of the
Board, the Fund has a Valuation Committee that, among other things, implements or oversees certain aspects of the Fund&#146;s Pricing and Valuation Policy. The Valuation Committee consists of one or more persons, typically employees of the Adviser,
who have been authorized by the Board to make fair value determinations on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> basis with respect to Fund holdings when market prices are not readily available
or are considered unreliable in accordance with Board approved valuation procedures. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board believes that each
Trustee&#146;s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Board possesses the requisite skills and attributes to carry out its oversight
responsibilities with respect to the Fund. The Board believes that the Trustees&#146; ability to review, critically evaluate, question, and discuss information provided to them, to interact effectively with the Adviser, other service providers,
counsel and independent auditors, and to exercise effective business judgment in the performance of its duties, support this conclusion. The Board also has considered the following experience, qualifications, attributes and/or skills, among others,
of its members in reaching its conclusion: (i)&nbsp;such person&#146;s business and professional experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii)&nbsp;such
person&#146;s ability to work effectively with the other members of the Board; (iii)&nbsp;how the individual&#146;s skills, experiences, and attributes would contribute to an appropriate mix of relevant skills and experience on the Board;
(iv)&nbsp;such person&#146;s character and integrity; (v)&nbsp;such person&#146;s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; and (vi)&nbsp;as to each Trustee other than
Mr.&nbsp;Redell, his status as an Independent Trustee. In addition, the following specific experience, qualifications, attributes and/or skills were considered in respect of the listed Trustee: Mr.&nbsp;Ciprari, significant experience serving in the
investment banking industry and as a senior executive at an investment bank; Mr.&nbsp;Salter, significant experience and familiarity with securities markets and financial matters generally; Mr.&nbsp;Woolson, significant financial consulting, fund
accounting, and fund administration experience; and Mr.&nbsp;Redell, significant experience and service in the investment management industry and as a senior executive at an investment advisory firm. References to the experience, qualifications,
attributes, and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any
such person or on the Board by reason thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board has determined that its leadership structure is appropriate
given the business and nature of the Fund, including: (i)&nbsp;the extensive oversight provided by the Adviser, of which Mr.&nbsp;Redell is an executive; (ii)&nbsp;the extent to which the Independent Trustees meet as needed, together with their
independent legal counsel, in the absence of members of management and members of the Board who are &#147;interested persons&#148; of the Fund; and (iii)&nbsp;the leadership role of the lead Independent Trustee. The Board reviews its structure on an
annual basis. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In its oversight role, the Board and/or its Committees receive and review reports from the Fund&#146;s
officers, including, but not limited to, the President, Chief Compliance Officer and Treasurer, DoubleLine portfolio management personnel and other senior personnel of DoubleLine, the Fund&#146;s independent registered public accounting firm, and
the Fund&#146;s third-party service providers with respect to a variety of matters, including matters that relate to the operations of the Fund, including related risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The function of the Board with respect to risk management is one of periodic oversight and not active involvement in, or
coordination of, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> risk management activities for the Fund. The Adviser&#146;s personnel seek to identify and address risks, <I>i.e.</I>, events or
circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">67 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the general oversight of the Board or the applicable Committee of the
Board, the Fund, the Adviser, and other service providers to the Fund employ a variety of processes, procedures, and controls to identify such possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the
effects of such events or circumstances if they do occur. The Board recognizes, however, 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 achieve the Fund&#146;s goals, and that the processes, procedures, and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports
received by the Trustees that may relate to risk management matters are typically summaries of the relevant information. There is no assurance that the Board&#146;s operations or leadership structure will identify, prevent, or mitigate risks in
actual practice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The name, year of birth and principal occupations for the past five years of the Trustees and officers
of the Fund are listed below, along with the number of portfolios in the fund complex<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP> overseen by and the other directorships held by each Trustee. The business address for each Trustee and
each officer of the Fund is c/o DoubleLine Capital LP, 333 South Grand Avenue, Suite 1800, Los Angeles, CA 90071. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>INDEPENDENT TRUSTEES </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">


<TR>

<TD WIDTH="10%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="13%"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD WIDTH="37%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="11%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="15%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Name</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:9pt; font-family:Times New Roman; " ALIGN="center"><B>and&nbsp;Year&nbsp;of<BR>Birth</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Position</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>with</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>the Fund</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Term&nbsp;of&nbsp;Office</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And&nbsp;Length&nbsp;of</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Time&nbsp;Served</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Principal&nbsp;Occupation(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>During Past 5 Years</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Number of<BR>Portfolios<BR>in
Fund<BR>Complex<BR>Overseen</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>by&nbsp;Trustee<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Other</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Directorships</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Held</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>by Trustee<BR>&nbsp;&nbsp;During&nbsp;Past&nbsp;5&nbsp;&nbsp;</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Years</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Joseph J. Ciprari</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1964</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Class&nbsp;III (2022)/ Since Inception</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">President, Remo Consultants, a real estate financial consulting firm. Formerly, Managing Director, UBS AG. Formerly, Managing Director, Ally Securities LLC.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">22</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">None</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">John C. Salter</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1957</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Class&nbsp;I (2023)/ Since Inception</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Partner, Stark Municipal Brokers. Formerly, Managing Director, Municipals, Tullet Prebon Financial Services LLC (d/b/a Chapdelaine). Formerly, Partner, Stark, Salter&nbsp;&amp; Smith, a securities brokerage firm specializing in tax
exempt bonds.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">22</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">None</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Raymond B. Woolson</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1958</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Class&nbsp;II (2021)/</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">Since Inception</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">President, Apogee Group, Inc., a company providing financial consulting services</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">22</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Independent Trustee,&nbsp;Advisors Series Trust (an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company with 42 portfolios)<B><SUP STYLE="font-size:85%; vertical-align:top"> (2)</SUP></B></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">68 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>INTERESTED TRUSTEE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following Trustee is an &#147;interested person&#148; of the Fund as defined in the 1940 Act because he is an officer of
the Adviser. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">


<TR>

<TD WIDTH="10%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="13%"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD WIDTH="37%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="11%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="15%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Name</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>and&nbsp;Year&nbsp;of<BR>Birth</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Positions</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>with</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>the Fund</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Term&nbsp;of&nbsp;Office</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And&nbsp;Length&nbsp;of</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Time&nbsp;Served</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Principal&nbsp;Occupation(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>During Past 5 Years</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Number of<BR>Portfolios<BR>in
Fund<BR>Complex<BR>Overseen</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>by&nbsp;Trustee<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Other</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Directorships</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Held</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>by&nbsp;Trustee&nbsp;During</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Past&nbsp;5 Years</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Ronald R. Redell</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1970</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee, Chairman&nbsp;of the Board, President and Chief Executive Officer</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Class&nbsp;II (2021)/Since Inception</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee, Chairman, President, and Chief Executive Officer, DoubleLine Yield Opportunities Fund (since November 2019); President, DoubleLine Group LP (since January 2019 and Executive from January 2013 to January 2019); Trustee,
Chairman, President and Chief Executive Officer, DoubleLine Income Solutions Fund (since January 2013); Trustee, Chairman, President, and Chief Executive Officer, DoubleLine Opportunistic Credit Fund (since July 2011); Executive, DoubleLine Capital
(since July 2010); President, DoubleLine Funds Trust (since January 2010).</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">22</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">None</TD></TR>
</TABLE> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:26%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="justify">The term &#147;Fund Complex&#148; as used herein includes the Fund and the following registered investment
companies: DoubleLine Yield Opportunities Fund, DoubleLine Opportunistic Credit Fund, and each series of DoubleLine Funds Trust. </P></TD></TR></TABLE> <P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">(2)</SUP></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="justify">Quasar Distributors, LLC serves as the principal underwriter of DoubleLine Funds Trust and Advisors Series
Trust. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>OFFICERS </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="18%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="47%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Name</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And Year</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>of
Birth</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Held with</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>the
Fund</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Term of Office</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And Length of</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Time
Served</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>During Past 5 Years</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Henry V. Chase</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1949</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Treasurer&nbsp;and&nbsp;Principal Financial and Accounting Officer</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/Since&nbsp;January 2020</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Treasurer and Principal Financial and Accounting Officer, DoubleLine Funds Trust (since January 2020); Treasurer and Principal Financial and Accounting Officer, DoubleLine Yield Opportunities Fund (since January 2020); Treasurer and
Principal Financial and Accounting Officer, DoubleLine Opportunistic Credit Fund (since January 2020); Chief Financial Officer, DoubleLine Capital (since January 2013); Vice President, DoubleLine Yield Opportunities Fund (since Inception); Vice
President, DoubleLine Income Solutions Fund (since May 2019); Vice President, DoubleLine Funds Trust (since May 2019); Vice President, DoubleLine Opportunistic Credit Fund (since May
2019).</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">69 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="18%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="47%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Name</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And Year</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>of
Birth</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Held with</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>the
Fund</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Term of Office</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And Length of</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Time
Served</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>During Past 5 Years</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Youse Guia</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1972</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Chief Compliance Officer</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/ Since March 2018</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Chief Compliance Officer, DoubleLine Yield Opportunities Fund (since November 2019); Chief Compliance Officer, DoubleLine Capital (since March 2018); Chief Compliance Officer, DoubleLine Equity LP (since March 2018); Chief
Compliance Officer, DoubleLine Funds Trust (since March 2018); Chief Compliance Officer, DoubleLine Opportunistic Credit Fund (since March 2018). Formerly, Executive Vice President and Deputy Chief Compliance Officer, Pacific Investment Management
Company LLC (&#147;PIMCO&#148;) (from April 2014 to February 2018); Chief Compliance Officer, PIMCO Managed Accounts Trust (from September 2014 to February 2018); Chief Compliance Officer, PIMCO-sponsored
<FONT STYLE="white-space:nowrap">closed-end</FONT> funds (from September 2014 to February 2018); Chief Compliance Officer, PIMCO Flexible Credit Income Fund (from February 2017 to February 2018). Formerly, Head of Compliance, Allianz Global
Investors U.S. Holdings LLC (from October 2012 to March 2014); Chief Compliance Officer, Allianz Funds, Allianz Multi-Strategy Trust, Allianz Global Investors Sponsored <FONT STYLE="white-space:nowrap">Closed-End</FONT> Funds, Premier Multi-Series
VIT and The Korea Fund, Inc. (from October 2004 to December 2013).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Winnie Han</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1988</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Assistant Treasurer</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/ Since May 2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Assistant Treasurer, DoubleLine Yield Opportunities Fund (since November 2019); Assistant Treasurer, DoubleLine Funds Trust (since May 2017); Assistant Treasurer, DoubleLine Opportunistic Credit Fund (since May 2017); Assistant
Treasurer, DoubleLine Capital (since March 2017); Formerly, Investment Accounting Supervisor, Alexandria Real Estate Equities, Inc. (June 2016 to March 2017); Formerly, Manager, PricewaterhouseCoopers (January 2011 to June 2016).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Cris Santa Ana</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1965</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President and Secretary</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center">Indefinite/ Vice President Since Inception</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center">Indefinite/ Secretary Since July 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Secretary, DoubleLine Yield Opportunities Fund (since November 2019); Secretary, DoubleLine Opportunistic Credit Fund (since July 2018); Secretary, DoubleLine Funds Trust (since July 2018); Vice President, DoubleLine Yield
Opportunities Fund (since November 2019); Vice President, DoubleLine Opportunistic Credit Fund (since July 2011); Vice President, DoubleLine Funds Trust (since April 2011); Chief Risk Officer, DoubleLine Capital (since June 2010). Formerly, Chief
Operating Officer, DoubleLine Capital (from December 2009 through May 2010).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Earl A. Lariscy</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1966</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President and Assistant Secretary</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/ Since Inception</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Funds Trust (since May 2012); Vice President and Assistant Secretary, DoubleLine Opportunistic Credit Fund (since May 2012 and
inception, respectively); General Counsel, DoubleLine Capital (since April 2010).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">David Kennedy</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1964</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/ Since Inception</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Funds Trust (since May 2012); Vice President, DoubleLine Opportunistic Credit Fund (since May 2012); Manager, Trading and
Settlements, DoubleLine Capital (since December 2009).</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">70 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="18%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="47%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Name</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And Year</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>of
Birth</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Held with</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>the
Fund</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Term of Office</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And Length of</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Time
Served</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>During Past 5 Years</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Patrick A. Townzen</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1978</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/Since Inception</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Funds Trust (since September 2012); Vice President, DoubleLine Opportunistic Credit Fund (since September 2012); Director of
Operations, DoubleLine Capital (since March 2018). Formerly, Manager of Operations, DoubleLine Capital (from September 2012 to March 2018).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Brady J. Femling</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1987</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/Since May 2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Opportunistic Credit Fund (since May 2017); Vice President, DoubleLine Funds Trust (since May 2017); Senior Fund Accountant,
DoubleLine Capital (Since April 2013). Fund Accounting Supervisor, ALPS Fund Services (From October 2009 to April 2013).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Neal L. Zalvan</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1973</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/Since May 2016</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Funds Trust (since May 2016); Vice President, DoubleLine Opportunistic Credit Fund (since May 2017); Legal/Compliance, DoubleLine
Group LP (since January 2013); Formerly, Anti-Money Laundering Officer, DoubleLine Yield Opportunities Fund (from November 2019 to September 2020); Anti-Money Laundering Officer, DoubleLine Capital, DoubleLine Opportunistic Credit Fund, DoubleLine
Income Solutions Fund, DoubleLine Equity LP and DoubleLine Alternatives (from March 2016 to September 2020).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Jeffrey J. Sherman</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1977</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/Since Inception</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Deputy Chief Investment Officer, DoubleLine (since June 2016); President and Portfolio Manager, DoubleLine Alternatives (since April 2015 and May 2015, respectively); Vice President, DoubleLine Income Solutions Fund (since January
2013); Vice President, DoubleLine Opportunistic Credit Fund (since July 2011); Portfolio Manager, DoubleLine Capital (since September 2010); Fixed Income Asset Allocation, DoubleLine Capital LP (since December 2009).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Adam D. Rossetti</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1978</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/Since February 2019</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Funds Trust (since February 2019); Vice President, DoubleLine Opportunistic Credit Fund (since February 2019); Chief Compliance
Officer, DoubleLine Alternatives LP (since June 2015); Legal/Compliance, DoubleLine Group LP (since April 2015). Formerly, Chief Compliance Officer, DoubleLine Capital (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Equity LP
(from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Funds Trust (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Income Solutions Fund (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine
Opportunistic Credit Fund (from August 2017 to March 2018); Vice President and Counsel, PIMCO (from April 2012 to April 2015).</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">71 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="18%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="47%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Name</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And Year</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>of
Birth</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Held with</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>the
Fund</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Term of Office</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>And Length of</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Time
Served</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>During Past 5 Years</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Grace Walker</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1970</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Assistant Treasurer</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/ Since January 2020</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Assistant Treasurer, DoubleLine Funds Trust (since January 2020); Assistant Treasurer, DoubleLine Opportunistic Credit Fund (since January 2020); Assistant Treasurer, DoubleLine Yield Opportunities Fund (since January 2020);
Treasurer, DoubleLine Funds (Luxembourg) and DoubleLine Cayman Unit Trust (since March 2017). Formerly, Assistant Treasurer, DoubleLine Income Solutions Fund (from January 2013 to May 2017); Assistant Treasurer, DoubleLine Opportunistic Credit Fund
(from March 2012 to May 2017); Assistant Treasurer, DoubleLine Funds Trust (from March 2012 to May 2017).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Dawn Oswald</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1980</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/ Since January 2020</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President, DoubleLine Funds Trust (since January 2020); Vice President, DoubleLine Yield Opportunities Fund (since January 2020); Vice President, DoubleLine Opportunistic Credit Fund (since January 2020); Pricing Manager,
DoubleLine Capital (since January 2018). Formerly, Operations Specialist, DoubleLine Capital (from July 2016 to January 2018). Global Securities Fixed Income Valuation Senior Analyst, Capital Group (from April 2015 to July 2016). Global Securities
Fair Valuation Analyst, Capital Group (from January 2010 to April 2015).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Robert Herron</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1987</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/Since June 2020</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice President, DoubleLine Funds Trust (since June 2020); Vice President, DoubleLine Yield Opportunities Fund (since June 2020); Vice President, DoubleLine Opportunistic Credit Fund (since June 2020). Manager &#150;Risk Analytics,
DoubleLine Capital (since January 2017); Formerly, Analyst &#150;Risk Analytics, DoubleLine Capital (from October 2011 to January 2017).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Jose Sarmenta</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">1975</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Anti-Money Laundering Officer</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">Indefinite/ Since September 2020</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Anti-Money Laundering Officer, DoubleLine Funds Trust (since September 2020); Anti-Money Laundering Officer, DoubleLine Yield Opportunities Fund (since September 2020); Anti-Money Laundering Officer, DoubleLine Opportunistic Credit
Fund (since September 2020); Compliance Analyst, DoubleLine Capital (since October 2019); Formerly, Compliance Manager, Anti-Money Laundering Manager for CIM Group (from November 2017 to October 2019); Governance and Risk Manager for PennyMac
Financial Services Inc. (from July 2015 to November 2017).</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Securities Ownership </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table provides information regarding the aggregate amount of equity securities held by each Trustee in all
registered investment companies in the Fund complex as of December&nbsp;31, 2019: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name&nbsp;of&nbsp;Trustee&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>&nbsp;&nbsp;Dollar&nbsp;Range&nbsp;of&nbsp;Equity&nbsp;Securities&nbsp;in&nbsp;the&nbsp;&nbsp;</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Fund</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Aggregate&nbsp;Dollar&nbsp;Range&nbsp;of&nbsp;Equity&nbsp;Securities&nbsp;in<BR>All&nbsp;Registered&nbsp;Investment&nbsp;Companies&nbsp;
Overseen by<BR>Trustee in Family of Investment Companies</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom"><B>Independent&nbsp;Trustees&nbsp;&nbsp;&nbsp;&nbsp;</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom">Joseph J. Ciprari</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">None</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Over $100,000</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom">John C. Salter</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">None</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Over $100,000</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom">Raymond B. Woolson</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><FONT STYLE="white-space:nowrap">$10,001-$50,000</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Over $100,000</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom"><B>Interested Trustee</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom">Ronald R. Redell</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">None</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Over $100,000</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">72 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For Independent Trustees and their immediate family members, the following table
provides information regarding each class of securities owned beneficially in an investment adviser or principal underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or
under common control with an investment adviser or principal underwriter of the Fund as of December&nbsp;31, 2019: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="98%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt">


<TR>

<TD WIDTH="57%"></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman"><B>Name of Trustee</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Name&nbsp;of&nbsp;Owners<BR>and&nbsp;Relationships<BR>to Trustee</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Company</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Title&nbsp;of<BR>Class</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Value of<BR>Securities</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Percent&nbsp;of<BR>Class</B></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="5"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD>
<TD HEIGHT="5" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">Joseph J. Ciprari</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">None</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">John C. Salter</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">None</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">Raymond B. Woolson</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">None</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Compensation </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table shows the compensation paid to each Trustee by the Fund and the Fund Complex for the fiscal year ending
September&nbsp;30, 2019. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="98%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt">


<TR>

<TD WIDTH="27%"></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="15%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Name of Trustee</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Aggregate</B><br><B>Compensation<BR>from&nbsp;the&nbsp;Fund</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Pension or</B><br><B>Retirement</B><br><B>Benefits&nbsp;Accrued&nbsp;as</B><br><B>Part of Fund</B><br><B>Expenses</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Annual&nbsp;Benefits</B><br><B>Upon&nbsp;Retirement</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total&nbsp;Compensation</B><br><B>from&nbsp;the&nbsp;Fund
and</B><br><B>Fund</B><br><B>Complex<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP>&nbsp;Paid&nbsp;to</B><br><B>the&nbsp;Trustees</B></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">Joseph J. Ciprari</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$48,000</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$365,000</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">John C. Salter</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$48,000</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$365,000</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">Raymond&nbsp;B.&nbsp;Woolson</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$55,200</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">N/A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$411,600</TD></TR>
</TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The term &#147;Fund Complex&#148; as used herein includes the Fund and the following registered investment
companies: DoubleLine Yield Opportunities Fund, DoubleLine Opportunistic Credit Fund, and each series of DoubleLine Funds Trust. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund has not adopted a retirement policy for Trustees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table illustrates the annual compensation paid to each Trustee who is not an employee of the Adviser or its
affiliates for his services as Trustee of the Fund, DoubleLine Opportunistic Credit Fund, DoubleLine Yield Opportunities Fund, and DoubleLine Funds Trust (collectively, the &#147;DoubleLine Funds&#148;) and, if applicable, the compensation paid to a
Trustee for his service as the Audit Committee Chair and/or the lead Independent Trustee (such compensation being in addition to the fees received for serving on the Boards) of the Boards of the DoubleLine Funds, DoubleLine Opportunistic Credit
Fund, and DoubleLine Yield Opportunities Fund. Mr.&nbsp;Redell does not receive any compensation from the Fund for serving as an Interested Trustee or officer of the Fund. Compensation is paid on a quarterly basis. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" ALIGN="center">


<TR>

<TD WIDTH="26%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="73%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Position</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Annual Compensation from the Fund and the Fund
Complex</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">Trustee</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$396,500 <SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">Audit Committee Chair</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$21,600</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:9pt; font-family:Times New Roman">Lead Independent Trustee</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$25,000</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">&nbsp;&nbsp;&nbsp;&nbsp;(1)</SUP></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">The Board has determined to temporarily waive 10% of its fee with respect to DoubleLine Yield Opportunities
Fund. Without this waiver, each Trustee&#146;s annual compensation would have been $400,000. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The fees
shown above represent aggregate compensation for serving as a Trustee of the Fund, DoubleLine Opportunistic Credit Fund, DoubleLine Yield Opportunities Fund, and each of the series of DoubleLine Funds Trust. The Fund will also reimburse the Trustees
for travel and other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses incurred in connection with attending meetings of the Trustees. Trustees do not receive any pension or retirement benefits as
a result of their service as a trustee of the Fund. Trustees and officers who are employed by the Adviser or an affiliated company thereof do not receive any compensation or expense reimbursement from the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">73 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Control Persons and Principal Holders of Securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Except as noted below in the table, to the Fund&#146;s knowledge, no persons owned of record 5% or more of any class of Common
Shares of the Fund. The following information is provided as of August&nbsp;31, 2020. A shareholder who beneficially owns 25% or more of the Fund is presumed to control the Fund and such shareholders will be able to affect the outcome of matters
presented for a vote of the Fund&#146;s shareholders. Persons controlling the Fund may be able to determine the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund&#146;s fundamental policies or the
terms of the Investment Management Agreement with the Adviser. As of August&nbsp;31, 2020, the Fund&#146;s officers and Trustees as a group owned less than 1% of the outstanding Common Shares. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="28%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="55%"></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Shareholder</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Name&nbsp;&amp; Address</B></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>%&nbsp;held&nbsp;as&nbsp;of</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>August&nbsp;31,&nbsp;2020</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">DoubleLine Income Solutions Fund</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">NATIONAL FINANCIAL SERVICES LLC</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">499 Washington Blvd</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Jersey City, NJ
07310</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">13.7%</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">CHARLES SCHWAB&nbsp;&amp; CO., INC.</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">211 Main Street</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">San Francisco, CA
94105</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">11.3%</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">MORGAN STANLEY SMITH BARNEY LLC</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 New York PLZ FL 12</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">New York, NY
10004</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">9.3%</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">MERRILL LYNCH, PIERCE, FENNER&nbsp;&amp; SMITH INC.</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4800 Deer Lake Dr.</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Jacksonville, FL
32246</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">8.3%</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">UBS FINANCIAL SERVICES INC.</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1000 Harbor Boulevard</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Weehawken, NJ
07086</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">7.5%</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">TD AMERITRADE CLEARING, INC.</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">PO Box 2226</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Omaha, NE
68103</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">7.1%</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">PERSHING LLC</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 Pershing Plaza</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Jersey City, NJ
07399</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6.5%</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">WELLS FARGO CLEARING SERVICES LLC</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 North Jefferson St</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Saint Louis,
MO 63103</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6.5%</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Code of Ethics </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Both the
Fund and the Adviser have adopted a joint code of ethics under Rule <FONT STYLE="white-space:nowrap">17j-1</FONT> of the 1940 Act (the &#147;Code of Ethics&#148;). While the Code of Ethics permits personnel subject thereto to invest in securities,
including securities that may be purchased or held by the Fund, they also subject such personnel, other than Trustees of the Fund that are not interested persons of the Fund within the meaning of Section&nbsp;2(a)(19) of the 1940 Act, to a number of
procedures and prohibitions with respect to investment activities. These procedures include (1)&nbsp;reporting, including on a quarterly and annual basis, of accounts, position and transaction information, other than positions in certain securities
that are excluded from the reporting requirements of Rule <FONT STYLE="white-space:nowrap">17j-1(d);</FONT> (2) <FONT STYLE="white-space:nowrap">pre-clearance</FONT> of securities transactions other than transactions in certain excluded
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">74 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
securities and other than certain exclusions based on <I>de </I><I>minimis</I> trade sizes; and (3)&nbsp;a <FONT STYLE="white-space:nowrap">pre-approval</FONT> requirement with respect to the
purchase of any securities in a private placement, IPO or limited offering. The Code of Ethics also prohibits the investment by subject personnel in (1)&nbsp;any security on the Adviser&#146;s list of restricted securities; (2)&nbsp;uncovered short
sales; and (3)&nbsp;uncovered options. Additional restrictions and prohibitions also apply to certain investment personnel subject to the Code of Ethics, including portfolio managers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The code of ethics is filed as an exhibit to the Fund&#146;s registration statement and is available on the EDGAR database of
the Commission&#146;s website at www.sec.gov. In addition, copies of the code of ethics may be obtained, after mailing the appropriate duplicating fee, by <FONT STYLE="white-space:nowrap">e-mail</FONT> request to <FONT
STYLE="font-family:Times New Roman; font-size:10pt" COLOR="#0000ff"><U>publicinfo@sec.gov</U></FONT><FONT STYLE="font-family:Times New Roman">. </FONT></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_5"></A>INVESTMENT MANAGER </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund and the Adviser are parties to an Investment Management Agreement (&#147;Investment Management Agreement&#148;).
DoubleLine Capital was organized in 2009 as a Delaware limited liability company, and was converted into a Delaware limited partnership on December&nbsp;23, 2009. The general partner of DoubleLine Capital is DoubleLine Capital GP LLC, an entity that
is wholly owned by Jeffrey E. Gundlach. As a result, Mr.&nbsp;Gundlach may be deemed to control DoubleLine Capital. As of June&nbsp;30, 2020, DoubleLine Capital had approximately $137.4&nbsp;billion of assets under management. All investment
personnel of DoubleLine Capital are employees of DoubleLine Group LP and provide services to DoubleLine Capital pursuant to contractual arrangements. The general partner of DoubleLine Group LP is DoubleLine Capital GP LLC, an entity that is wholly
owned by Jeffrey E. Gundlach. As a result, Mr.&nbsp;Gundlach may be deemed to control DoubleLine Group LP. Under the Investment Management Agreement, the Fund retains the Adviser to manage the investment of its assets, to place orders for the
purchase and sale of its portfolio securities, to administer its <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> operations, and to be responsible for overall management of the Trust&#146;s business affairs
subject to the oversight of the Board of the Fund. The Adviser is responsible for obtaining and evaluating economic, statistical, and financial data and for formulating and implementing investment programs in furtherance of the Fund&#146;s
investment objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Advisory Services </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser furnishes to the Fund office space and equipment, provides certain bookkeeping and clerical services, and pays all
salaries, fees, and expenses of officers and Trustees of the Fund who are officers or employees of the Adviser. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Adviser receives an annual fee, computed and paid monthly, in an amount equal to 1.00&nbsp;% of the Fund&#146;s average daily total managed assets. &#147;Total managed assets&#148; means the total assets of the Fund (including assets attributable to
any reverse repurchase agreements, dollar roll transactions, or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities in respect of reverse repurchase agreements, dollar
roll transactions, or similar transactions, and borrowings). For purposes of calculating &#147;total managed assets,&#148; the liquidation preference of any preferred shares outstanding is not considered a liability. With respect to any reverse
repurchase agreement, dollar roll or similar transaction, &#147;total managed assets&#148; includes 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 asset subject to the
reverse repurchase agreement or dollar roll transaction, as of the relevant measuring date. Cash and cash equivalents are included when calculating the Fund&#146;s total managed assets. For purposes of calculating total managed assets, the
Fund&#146;s derivative investments generally will be valued based on their market value (<I>i.e.</I>, the notional value of such investments will not be used for purposes of calculating total managed assets). The average daily total managed assets
of the Fund for any month is determined by taking an average of all of the determinations of total managed assets during such month at the close of business on each business day during such month. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Except for expenses specifically assumed by the Adviser under the Investment Management Agreement or otherwise, the Fund bears
all expenses incurred in its operations including, without limitation, (a)&nbsp;all costs and expenses incident to the public offering of securities of the Fund, including those relating to the registration of its securities under the Securities Act
and any filings required under state securities laws and any fees payable in connection therewith; (b)&nbsp;the charges and expenses of any custodian(s) appointed by the Fund for the safekeeping of the cash, portfolio securities, and other property
of the Fund; (c)&nbsp;the charges and expenses of independent accountants; (d)&nbsp;the charges and expenses of any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Fund; (e)&nbsp;the charges and
expenses of any administrator appointed by the Fund to provide administrative services to the Fund; (f)&nbsp;the charges and expenses of any accounting and/or <FONT STYLE="white-space:nowrap">sub-accounting</FONT> agent appointed by the Fund to
provide accounting or <FONT STYLE="white-space:nowrap">sub-accounting</FONT> services to the Fund; (g)&nbsp;brokerage commissions, dealer spreads, and other costs incurred in connection with proposed or
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">75 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
consummated portfolio securities transactions; (h)&nbsp;all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Fund to federal, state, local, or other
governmental agencies; (i)&nbsp;the cost and expense of printing and issuing certificates, if any, representing securities of the Fund; (j)&nbsp;fees involved in registering and maintaining registrations of the Fund under the 1940 Act; (k)&nbsp;all
expenses of shareholders&#146; and Trustees&#146; meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (l)&nbsp;fees and expenses of Trustees of the Fund who are not officers or employees of the Adviser or
a <FONT STYLE="white-space:nowrap">non-investment</FONT> company entity controlling, controlled by, or under common control with the Adviser; (m)&nbsp;all fees and expenses incident to the Fund&#146;s dividend reinvestment plan; (n)&nbsp;charges and
expenses of legal counsel (or any other consultant or adviser) to the Fund or to the Independent Trustees of the Fund; (o)&nbsp;trade association dues; (p)&nbsp;interest payable on Fund borrowings; (q)&nbsp;any shareholder relations expense;
(r)&nbsp;premiums for a fidelity bond and any errors and omissions insurance maintained by the Fund; and (s)&nbsp;any other ordinary or extraordinary expenses incurred by the Fund in the course of its business. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Investment Management Agreement will continue in effect as to the Fund initially for two years and thereafter from year to
year if such continuance is approved at least annually by (a)&nbsp;the Board or by the vote of a majority of the outstanding voting securities of the Fund, and (b)&nbsp;vote of a majority of the Independent Trustees, cast in a manner consistent with
the 1940 Act, and any applicable guidance or interpretations of the SEC or its staff, at a meeting called for the purpose of voting on such approval. The Investment Management Agreement may be terminated without penalty at any time on not more than
60 days&#146; written notice, by the Board of the Fund or by affirmative vote of a majority of the outstanding shares of the Fund. The Adviser may at any time, without paying any penalty, terminate the Investment Management Agreement by not less
than 60 days&#146; written notice to the Fund. The Investment Management Agreement terminates automatically in the event of its assignment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Investment Management Agreement also provides that in the absence of willful misfeasance, bad faith or gross negligence on
the part of the Adviser, or reckless disregard of its obligations and duties under the Investment Management Agreement, the Adviser, including its officers, directors, and partners, shall not be subject to any liability to the Fund, or to any
shareholder, officer, director, partner, or Trustee of the Fund, for any act or omission in the course of, or connected with, rendering services under the Investment Management Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Advisory fees, fee waivers and expense reimbursements/(recoupment) for the past three fiscal years were as follows: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="54%"></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom"><B>Fiscal year ending:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Gross&nbsp;Advisory</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Fee Accrued</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Fee&nbsp;Waiver/Expense</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Reimbursement</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Fees&nbsp;and/or</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Expenses<BR>Recouped&nbsp;by<BR>Adviser</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Net<BR>Advisory</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>Fee Paid</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">&nbsp;&nbsp;&nbsp;&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="top"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2017</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">30,020,072</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">30,020,072</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">30,892,079</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">30,892,079</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">29,100,638</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">29,100,638</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Administrative Services </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">U.S. Bancorp Fund Services, LLC, with offices at 777 E. Wisconsin Avenue Milwaukee, WI 53202 and doing business as U.S. Bank
Global Fund Services, (&#147;USBGFS&#148; or the &#147;Administrator&#148;) is the Fund&#146;s administrator, fund accountant and transfer agent pursuant to a Master Services Agreement (the &#147;Master Services Agreement&#148;) among the Fund,
USBGFS and TS Capital LLC (&#147;TSC&#148;). As administrator, USBGFS provides certain services, including, among other things, certain compliance monitoring services; furnishing the Fund with various services required by the Fund&#146;s operations;
compiling data for and preparing filings or notices to the SEC; calculating the Fund&#146;s daily NAV, providing pricing information and certain other financial data; preparing reports that are required by the securities, investment, tax or other
laws and regulations of the United States; coordinating federal and state tax returns; monitoring the Fund&#146;s expense accruals; and generally assisting in the overall operations of the Fund. Pursuant to the Master Services Agreement, the Fund
has retained TSC to provide, upon request, certain other services to the Fund, including, among other things, preparing a variety of shareholder communications and press releases; communicating with the
<FONT STYLE="white-space:nowrap">closed-end</FONT> fund analyst community; generally assisting with the Fund&#146;s communications with the investment community; and providing reports to the Board regarding certain strategic issues related to <FONT
STYLE="white-space:nowrap">closed-end</FONT> funds. For these services the Fund pays USBFS an aggregate fee, payable monthly, at the annual rate of 0.05% of the Fund&#146;s average daily total managed assets. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">76 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Fees paid to the Administrator for the past three fiscal years were as follows:
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="91%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="bottom"><B>Fiscal year ending:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center"><B>Fees Paid</B></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2017</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">4,803,076</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2018</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">3,847,649</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2019</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">2,602,094</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_6"></A>PORTFOLIO MANAGERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table sets forth certain additional information with respect to the portfolio managers for the Fund. Unless
noted otherwise, all information is provided as of September&nbsp;30, 2019. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Other Accounts Managed By Portfolio Managers </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The table below identifies, for each portfolio manager, the number of accounts for which he or she has <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> management responsibilities and the total assets in such accounts, within each of the following categories: (i)&nbsp;the number of registered investment companies,
pooled investment vehicles and other accounts managed by the portfolio manager; and (ii)&nbsp;the total assets of such companies, vehicles and accounts, and the number and total assets of such companies, vehicles and accounts with respect to which
the advisory fee is based on performance. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>

<TD WIDTH="47%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD COLSPAN="13" VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="11" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Performance Fee Accounts</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Portfolio Manager</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Registered<BR>Investment<BR>Companies</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Other Pooled<BR>Investment<BR>Vehicles</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Other&nbsp;Accounts</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Registered<BR>Investment<BR>Companies</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Other Pooled<BR>Investment<BR>Vehicles</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Other&nbsp;Accounts</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B># of<BR>Accts</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total<BR>Assets<BR>($B)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B># of<BR>Accts</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total<BR>Assets<BR>($B)</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B># of<BR>Accts</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total<BR>Assets<BR>($B)</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B># of<BR>Accts</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total<BR>Assets<BR>($)</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B># of<BR>Accts</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total<BR>Assets<BR>($B)</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B># of<BR>Accts</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total<BR>Assets<BR>($MM)</B></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Jeffrey E. Gundlach</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">36</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$106<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">19</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$10</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">77</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$26</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">-</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$-</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$1,008</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Luz M. Padilla</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">11</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$14<SUP STYLE="font-size:85%; vertical-align:top">(2)</SUP></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">-</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$-</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$576</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:8pt; font-family:Times New Roman">Robert Cohen</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">6</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$12<SUP STYLE="font-size:85%; vertical-align:top">(3)</SUP></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">7</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">-</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$-</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">6</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">-</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center">$-</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;(1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Mr.&nbsp;Gundlach manages the Total Return Bond Fund with total assets of $55,117,912,474, the Core Fixed
Income Fund with total assets of $12,931,673,481, the Multi-Asset Growth Fund with total assets of $263,666,701, Shiller Enhanced CAPE<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP> with total assets of $7,515,972,336, the Flexible Income
Fund with total assets of $1,455,277,421, the Long Duration Total Return Bond Fund with total assets of $97,368,736, the Global Bond Fund with total assets of $1,169,370,310, Shiller Enhanced International CAPE<SUP
STYLE="font-size:85%; vertical-align:top">&reg;</SUP> with total assets of $124,846,653, the Colony Real Estate and Income Fund with total assets of $145,649,665, and the Low Duration Bond Fund with total assets of $7,750,149,141.
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;(2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Ms.&nbsp;Padilla manages the Emerging Markets Fixed Income Fund with total assets of $1,182,895,780, the Low
Duration Bond Fund with total assets of $7,750,149,141, and the Low Duration Emerging Markets Fixed Income Fund with total assets of $224,272,499. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;(3)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman; " ALIGN="justify">Mr.&nbsp;Cohen manages the Floating Rate Fund with total assets of $311,630,824 and the Low Duration Bond
Fund with total assets of $7,750,149,141. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Conflicts of Interest </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">From time to time, potential and actual conflicts of interest may arise between a portfolio manager&#146;s management of the
investments of the Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest also may result because of the Adviser&#146;s other business activities. Other accounts managed by a portfolio
manager might have similar investment objectives or strategies as the Fund, be managed (benchmarked) against the same index that a portfolio investment of the Fund tracks, or otherwise hold, purchase, or sell securities that are eligible to be held,
purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Affiliated Investments.</I><B> </B>The Adviser is, and may be in the future, affiliated with certain large financial
institutions (&#147;affiliates&#148;) that hold interests in an entity that are of a different class or type than the class or type of interest held by the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">77 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
Fund. Conflicts may arise in cases where the Fund and affiliates invest in different parts of an issuer&#146;s capital structure, such as when an affiliate holds securities in an entity that are
senior or junior to the securities held by the Fund, which could mean that the affiliate will be entitled to different payments or other rights, or that in a workout or other distressed scenario the interests of the affiliate might be adverse to
those of the Fund and the affiliate and the Fund might have disparate investment outcomes. For example, an affiliate may acquire a loan, loan participation, or a loan assignment of a particular borrower in which one or more Funds have an equity
investment. In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers, the Adviser may find that its own interests, the interests of an affiliate, and/or the interests of the Fund could conflict. The
Adviser may seek to avoid such conflicts in certain circumstances when investing on behalf of its clients, including the Fund, and, as a result, the Adviser may choose not to make certain investments on behalf of the Fund and/or its other clients.
Those foregone investment opportunities may adversely affect the Fund&#146;s performance if similarly attractive opportunities are not available or cannot be identified. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Knowledge and Timing of Fund Trades.</I> A potential conflict of interest may arise as a result of the portfolio
managers&#146; management of the Fund. Because of their position with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund&#146;s trades. It is theoretically possible that the portfolio managers could use
this information to the advantage of other accounts under management, and also theoretically possible that actions could be taken (or not taken) to the detriment of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Investment Opportunities.</I> A potential conflict of interest may arise as a result of the portfolio managers&#146;
management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the portfolio managers, but securities may not be available in sufficient
quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. The Adviser has adopted policies and procedures reasonably designed to
allocate investment opportunities on a fair and equitable basis over time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the Adviser&#146;s allocation
procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines, the Adviser&#146;s investment outlook, cash availability and a series of other factors. The Adviser has also
adopted additional internal practices to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">side-by-side</FONT></FONT> management of the Fund and certain pooled investment vehicles, including investment opportunity allocation issues. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Conflicts potentially limiting the Fund&#146;s investment opportunities may also arise when the Fund and other clients of the
Adviser invest in, or even conduct research relating to, different parts of an issuer&#146;s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such
circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain
investment opportunities that would potentially give rise to conflicts with other clients of the Adviser or result in the Adviser receiving material, <FONT STYLE="white-space:nowrap">non-public</FONT> information, or the Adviser may enact internal
procedures designed to minimize such conflicts, which could have the effect of limiting the Fund&#146;s investment opportunities. Additionally, if the Adviser acquires material <FONT STYLE="white-space:nowrap">non-public</FONT> confidential
information in connection with its business activities for other clients, a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for the Fund or other clients. When making
investment decisions where a conflict of interest may arise, the Adviser will endeavor to act in a fair and equitable manner between the Fund and other clients; however, in certain instances the resolution of the conflict may result in the Adviser
acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investors in the Fund may also be advisory clients of the Adviser or the Fund may invest in a product managed or sponsored or
otherwise affiliated with the Adviser. Accordingly, the Adviser may in the course of its business provide advice to advisory clients whose interests may conflict with those of the Fund, may render advice to the Fund that provides a direct or
indirect benefit to the Adviser or a related party of the Adviser or may manage or advise a product in which the Fund is invested in such a way that would not be beneficial to the Fund. For example, the Adviser may advise a client who has invested
in the Fund to sell its investment in the Fund, which may cause the market value of the Fund&#146;s shares to decline. The Adviser could also, for example, make decisions with respect to a structured product managed or sponsored by the Adviser in a
manner that could have adverse effects on investors in the product, including, potentially, the Fund. The Adviser and/or its related parties currently provide asset allocation investment advice, which may include recommending the purchase and/or
sale of shares of the Fund, to another investment advisor which itself makes that advice </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">78 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
available to a number of unaffiliated registered representatives, who then may provide identical or similar recommendations to their clients. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Broad and Wide-Ranging Activities.</I> The portfolio managers, the Adviser and its related parties engage in a broad
spectrum of activities. In the ordinary course of their business activities, the portfolio managers, the Adviser and its related parties may engage in activities where the interests of certain divisions of the Adviser and its related parties or the
interests of their clients may conflict with the interests of the shareholders of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Potential conflicts may be
inherent in the Adviser&#146;s use of multiple strategies. For example, conflicts will arise in cases where different clients (for purposes of this discussion, references to a &#147;client&#148; should be read to include potentially one or more of
the DoubleLine Funds potentially as well as potentially other client accounts, including those in which the Adviser or its related persons and employees may have interests), invest in different parts of an issuer&#146;s capital structure, including
circumstances in which one or more clients may own securities or obligations of an issuer and other clients of the Adviser, may own or seek to acquire different securities of the same issuer. For example, the Fund may acquire a loan, loan
participation or a loan assignment of a particular borrower in which one or more other clients of the Adviser have an equity investment, or may invest in senior debt obligations of an issuer for one client and junior debt obligations or equity of
the same issuer for another client. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser may also, for example, direct a client to invest in a tranche of a
structured finance vehicle, such as a mortgage-backed security (&#147;MBS&#148;), CLO or CDO, where the Adviser is also, at the same or different time, directing another client to make investments in a different tranche of the same vehicle, which
tranche&#146;s interests may be adverse to other tranches. The Adviser may also cause a client to purchase from, or sell assets to, an entity, such as a structured finance vehicle, in which other clients may have an interest, potentially in a manner
that will have an adverse effect on the other clients. There may also be conflicts where, for example, a client holds certain debt or equity securities of an issuer, and that same issuer has issued other debt, equity or other instruments that are
owned by other clients or by an entity, such as a structured finance vehicle, in which other clients have an interest. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In
each of the situations described above, the Adviser may take actions with respect to the assets held by one client that are adverse to the interests of other clients, for example, by foreclosing on loans, by putting an issuer into default, or by
exercising rights to purchase or sell to an issuer, causing an issuer to take actions adverse to certain classes of securities, or otherwise. In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers or
taking any other actions, the Adviser may find that the interests of a client and the interests of one or more other clients could conflict. In these situations, decisions over items such as whether to make the investment or take an action, proxy
voting, reorganizations, how to exit an investment, or bankruptcy or similar matters (including, for example, whether to trigger an event of default or change the terms of any workout) may result in conflicts of interest. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Similarly, if an issuer in which a client and one or more other clients directly or indirectly hold different classes of
securities (or other assets, instruments or obligations issued by such issuer or underlying investments of such issuer) encounters financial problems, decisions over the terms of any workout will raise conflicts of interests (including, for example,
conflicts over proposed waivers and amendments to debt covenants). For example, a debt holder may be better served by a liquidation of the issuer in which it may be paid in full, whereas an equity or junior bond holder might prefer a reorganization
that holds the potential to create value for the equity holders. In some cases the Adviser may refrain from taking certain actions or making certain investments on behalf of clients in order to avoid or mitigate certain conflicts of interest or to
prevent adverse regulatory or other effects on the Adviser, or may sell investments for certain clients (in each case potentially disadvantaging the clients on whose behalf the actions are not taken, investments not made, or investments sold).
Foregone investment opportunities or actions may adversely affect the performance of a client&#146;s account if similarly attractive opportunities are not available or cannot be identified. In other cases, the Adviser may not refrain from taking
actions or making investments on behalf of certain clients that have the potential to disadvantage other clients. In addition, the Adviser may take actions or refrain from taking actions in order to mitigate legal risks to the Adviser or its
affiliates or its clients even if disadvantageous to a client. Moreover, a client may invest in a transaction in which one or more other clients are expected to participate, or already have made or will seek to make, an investment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Possible Future Activities.</I> The Adviser and its related parties may expand the range of services that it provides over
time. Except as provided herein, the Adviser and its related parties will not be restricted in the scope of its business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give
rise to conflicts of interest, and whether or not such conflicts are described herein. The Adviser and its related parties have, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">79 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
and will continue to develop, relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have
held investments similar to those intended to be made by the Fund. These clients may themselves represent appropriate investment opportunities for the Fund or may compete with the Fund for investment opportunities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Performance Fees and Personal Investments</I>. A portfolio manager may advise certain accounts with respect to which the
advisory fee is based entirely or partially on performance or in respect of which the portfolio manager may have made a significant personal investment. Such circumstances may create a conflict of interest for the portfolio manager in that the
portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund. The Adviser has adopted policies and procedures
reasonably designed to allocate investment opportunities between the Fund and performance fee based accounts on a fair and equitable basis over time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><U>Joint Insurance Policies</U></I>. The Fund has entered into (and paid a portion of the premiums of) a joint errors and
omissions/trustees and officers insurance policy with the Adviser and certain private funds advised by the Adviser. Participation in the joint policy could potentially limit the recovery of the Fund as a result of, among other reasons, claims by
other insureds (such as the Adviser or a private fund) exhausting the available coverage. Such arrangements are reviewed annually by the Board. The Adviser may engage an independent third party to assess the allocation of the portions of the
premiums paid by the Fund and the Adviser. Any such expenses borne by the Fund are indirectly borne by the Fund&#146;s shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Use of Leverage.</I> During periods in which the Fund is using leverage, the fees paid to the Adviser for investment
advisory services, which may directly or indirectly affect the portfolio managers&#146; compensation, will be higher than if the Fund did not use leverage because the fees paid will be calculated on the basis of the Fund&#146;s total managed assets,
including assets attributable to borrowings, any preferred shares that may be outstanding, reverse repurchase agreements, dollar roll transactions and/or similar transactions, which may create an incentive for a portfolio manager to leverage the
Fund or to leverage using strategies that increase the Adviser&#146;s fee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Portfolio Manager Compensation </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The overall objective of the compensation program for the portfolio managers is for the Adviser to attract competent and
expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate are designed to achieve these objectives and to reward the portfolio managers for their contribution to
the success of their clients and the Adviser. The portfolio managers are generally compensated through a combination of base salary, discretionary bonus and equity participation in the Adviser. Bonuses and equity generally represent most of the
portfolio managers&#146; compensation. However, in some cases, the portfolio managers may have a profit sharing interest in the net income related to the business unit for which the portfolio managers are responsible. Such profit sharing
arrangements can comprise a significant portion of a portfolio manager&#146;s overall compensation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Salary.</I> Salary
is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of a portfolio manager&#146;s compensation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Discretionary Bonus/Guaranteed Minimums.</I> The portfolio managers receive discretionary bonuses. However, in some cases,
pursuant to contractual arrangements, some portfolio managers may be entitled to a mandatory minimum bonus if the sum of their salary and profit sharing does not reach certain levels. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Equity Incentives.</I> The portfolio managers participate in equity incentives based on overall firm performance of the
Adviser, through direct ownership interests in the Adviser or participation in stock option or stock appreciation plans of the Adviser. These ownership interests or participation interests provide eligible portfolio managers the opportunity to
participate in the financial performance of the Adviser as a whole. Participation is generally determined in the discretion of the Adviser, taking into account factors relevant to a portfolio manager&#146;s contribution to the success of the
Adviser. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Other Plans and Compensation Vehicles.</I> The portfolio managers may elect to participate in the
Adviser&#146;s 401(k) plan, to which they may contribute a portion of their <FONT STYLE="white-space:nowrap">pre-</FONT> and <FONT STYLE="white-space:nowrap">post-tax</FONT> compensation to the plan for investment on a
<FONT STYLE="white-space:nowrap">tax-deferred</FONT> basis. The Adviser may also choose from time to time to offer certain other compensation plans and vehicles, such as a deferred compensation plan, to the portfolio managers. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">80 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Summary.</I> As described above, an investment professional&#146;s total
compensation is determined through a subjective process that evaluates numerous quantitative and qualitative factors, including the contribution made to the overall investment process. Not all factors apply to each investment professional and there
is no particular weighting or formula for considering certain factors. Among the factors considered are: relative investment performance of portfolios (although there are no specific benchmarks or periods of time used in measuring performance);
complexity of investment strategies; participation in the investment team&#146;s dialogue; contribution to business results and overall business strategy; success of marketing/business development efforts and client servicing; seniority/length of
service with the firm; management and supervisory responsibilities; and fulfillment of the Adviser&#146;s leadership criteria. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
following table sets forth the dollar range of securities of the Fund owned by each portfolio manager of the Fund as of September&nbsp;30, 2019: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="35%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="bottom" WIDTH="12%"></TD>
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<TD></TD>
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<TD VALIGN="bottom"><B>Portfolio Manager</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Securities&nbsp;Ownership</B></TD>
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">&nbsp;&nbsp;&nbsp;&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
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<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Jeffrey E. Gundlach</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Luz M. Padilla</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Robert Cohen</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Proxy Voting Policies </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The determination of how to vote proxies relating to the Fund&#146;s portfolio securities is made by the Adviser pursuant to
its written proxy voting policies and procedures (the &#147;Proxy Policy&#148;), which have been adopted pursuant to Rule <FONT STYLE="white-space:nowrap">206(4)-6</FONT> under the Investment Advisers Act of 1940, as amended (the &#147;Advisers
Act&#148;). The Proxy Policy also applies to any voting rights and/or consent rights on behalf of the portfolio securities, with respect to debt securities and equities, including but not limited to, plans of reorganization, and waivers and consents
under applicable indentures. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that
voting and consent rights are exercised in the best interests of the Fund and its shareholders. To assist DoubleLine in carrying out its proxy voting obligations, on behalf of the Adviser, DoubleLine Group LP has retained a third-party proxy voting
service provider, currently Glass, Lewis&nbsp;&amp; Co. (&#147;Glass Lewis&#148;), as its proxy voting agent. Pursuant to an agreement with DoubleLine Group LP, Glass Lewis obtains proxy ballots with respect to securities held by the Fund, evaluates
the individual facts and circumstances relating to any proposal, and generally votes on any such proposal in accordance with the guidelines set forth in Appendix B attached hereto (the &#147;Guidelines&#148;). In the event that a proposal is not
adequately addressed by the Guidelines, Glass Lewis will make a recommendation to the Adviser as to how to vote on such proposal, which the Adviser may accept or reject in accordance with the Proxy Policy. The Adviser&#146;s personnel are
responsible for managing the relationship with Glass Lewis and/or any other third-party proxy voting service provider and for overseeing its compliance with the Proxy Policy. The Adviser, in its discretion, may retain another third-party proxy
voting service provider in addition to or in lieu of Glass Lewis. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In connection with exercising a voting or consent right
on behalf of the Fund, the Adviser will monitor for material conflicts of interest arising between the Adviser and the Fund in accordance with the Proxy Policy. If no conflict exists, the Adviser will vote the proxy on a <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis in the best interest of each client under the circumstances in accordance with the Proxy Policy, as discussed above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If a material conflict does exist, the Adviser will seek to resolve any such conflict in accordance with the Proxy Policy,
which seeks to resolve such conflict in the Fund&#146;s best interest by pursuing any one of the following courses of action: (i)&nbsp;voting (or not voting) in accordance with the guidelines included in the Proxy Policy; (ii)&nbsp;convening a Proxy
Voting Committee meeting to assess available measures to address the conflict and implementing those measures; (iii)&nbsp;voting in accordance with the recommendation of an independent third-party service provider chosen by the Proxy Voting
Committee; (iv)&nbsp;voting (or not voting) in accordance with the instructions of the Fund&#146;s Board, or any committee thereof; or (v)&nbsp;not voting with respect to the proposal if consistent with DoubleLine&#146;s fiduciary obligations. In
voting proxies, including those in which a material conflict may be determined to exist, the Adviser may also consider the factors and guidelines included in its Proxy Policy. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">81 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In certain limited circumstances, particularly in the area of structured finance,
the Adviser may enter into voting agreements or other contractual obligations that govern the voting of shares and, in such cases, will vote any proxy in accordance with such agreement or obligation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, where the Adviser determines that there are unusual costs and/or difficulties associated with voting a proxy,
which more typically might be the case with respect to proposals relating to <FONT STYLE="white-space:nowrap">non-U.S.</FONT> issuers, the Adviser reserves the right to not vote on such a proposal unless it determines that the potential benefits of
voting on such proposal exceed the expected cost to the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser supervises and periodically reviews its proxy
voting activities and implementation of the Proxy Policy. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Information about how the Fund voted proxies relating to
portfolio securities held during the most recent twelve-month period ended June&nbsp;30th (Form <FONT STYLE="white-space:nowrap">N-PX)</FONT> is available no later than the following August&nbsp;31st without charge, upon request, by calling
(877)&nbsp;DLine11 <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311)</FONT></FONT> and on the SEC&#146;s website at http://www.sec.gov. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Copies of the written Proxy Policy are available by calling <FONT STYLE="white-space:nowrap">877-DLine11</FONT> <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311).</FONT></FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_7"></A>PORTFOLIO
TRANSACTIONS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser is responsible for the placement of the Fund&#146;s portfolio transactions and, with respect
thereto, the negotiation of prices, brokerage commissions, if any, and <FONT STYLE="white-space:nowrap">mark-ups</FONT> and mark-downs or spreads on principal transactions. The Adviser may also purchase securities on behalf of the Fund in
underwritten offerings at fixed prices that include discounts to underwriters and/or concessions to dealers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In placing a
portfolio transaction, the Adviser seeks to achieve best execution. This means that, in selecting broker-dealers to execute portfolio transactions for the Fund, the Adviser seeks to select broker-dealers that will execute securities transactions in
a manner such that the total cost or proceeds of each transaction is the most favorable under the circumstances. This does not mean, however, that portfolio transactions are always executed at the lowest available commission or spread, and the
Adviser may effect transactions that cause the Fund to pay a commission or spread in excess of a commission or spread that another broker-dealer would have charged if the Adviser determines that, notwithstanding such commission or spread, such
transaction is in the Fund&#146;s best interest. In making this determination, the Adviser may take a variety of factors into consideration, including, without limitation, (i)&nbsp;execution quality in light of order size, difficulty of execution
and other relevant factors; (ii)&nbsp;associated expenses and costs; (iii)&nbsp;the quality, reliability, responsiveness and value of the provided services; (iv)&nbsp;the operational compatibility between the broker-dealer and the Adviser;
(v)&nbsp;the broker-dealer&#146;s safety and soundness; and (vi)&nbsp;the provision of research and brokerage products and services. The provision of research and brokerage products and services is not typically considered in respect of transactions
by the Fund when trading fixed income securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">From time to time, the Adviser receives unsolicited research from
various brokers, which may or may not be counterparties to trades placed on behalf of clients. While the Adviser may review and consider certain of the research received, the provision of unsolicited research does not factor into the Adviser&#146;s
broker selection process with respect to trading fixed-income securities. Research services include items such as reports on industries and companies, economic analyses, review of business conditions and portfolio strategy and various trading and
quotation services. Such services also include advice from broker-dealers as to the value of securities, availability of securities, availability of buyers, and availability of sellers. These services also include recommendations as to purchase and
sale of individual securities and timing of transactions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investment decisions for the Fund and for the other investment
advisory clients of the Adviser are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved (including the Fund).
Some securities considered for investment by the Fund also may be appropriate for other clients served by the Adviser. Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other
clients at the same time, including accounts in which the Adviser, its officers or employees may have a financial interest. If a purchase or sale of securities consistent with the investment policies of the Fund and one or more of these clients
served by the Adviser is considered at or about the same time, transactions in such securities will be allocated among the Fund and other clients pursuant to the Adviser&#146;s trade allocation policy that is designed to ensure that all accounts,
including the Fund, are treated fairly and equitably over time. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">82 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As of the date of this SAI, the Adviser does not expect to cause the Fund to pay
brokers or dealers amounts of commissions for effecting portfolio investment transactions that are in excess of the amount of commission that another broker or dealer would have charged for effecting transactions to compensate the brokers or dealers
for &#147;brokerage and research services&#148; (as defined in the Exchange Act) or to accumulate credits to purchase such services. The Adviser may modify its practice in this regard without prior notice to shareholders and, in the event the
Adviser does so, the following disclosure regarding such practices shall apply. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As permitted by Section&nbsp;28(e) of the
Exchange Act, the Adviser may, on behalf of a client, pay a broker or dealer, including those acting in the capacity of a futures commission merchant, that provides &#147;brokerage and research services&#148; (as defined in the Exchange Act) to the
Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission that another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such
amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser&#146;s overall responsibilities to the client
and to other client accounts over which the Adviser exercises investment discretion. Such research services include proprietary research created internally by a broker or by a third-party provider (and made available to the Adviser by a broker) such
as, for example, individual stock information and research, industry and sector analysis, trend analysis and forecasting, discussions with individual stock analysts, and meetings arranged with various sources of information regarding particular
issuers, industries, governmental policies, specific information about local markets and applicable regulations, economic trends, and other matters. In addition, a broker may accumulate credits for the Adviser&#146;s account and use them to purchase
brokerage and research services at the Adviser&#146;s discretion and based on the Adviser&#146;s determination of the relative benefits of the various services available for purchase. These arrangements are commonly known as &#147;commission sharing
arrangements.&#148; Accordingly, the Adviser&#146;s clients may be deemed to be paying for research and these other services with &#147;soft&#148; or commission dollars. Research furnished by brokers or dealers or pursuant to credits accumulated at
brokers or dealers through commission sharing arrangements may be used in servicing any or all of the Adviser&#146;s clients and may be used for client accounts other than those that pay commissions to the broker or dealer providing the research.
The Adviser also may receive soft dollar credits based on certain &#147;riskless&#148; principal securities transactions with brokerage firms. With respect to certain products and services used for both research/brokerage and <FONT
STYLE="white-space:nowrap">non-research/brokerage</FONT> purposes, the Adviser generally allocates the costs of such products and services between their research/brokerage and <FONT STYLE="white-space:nowrap">non-research/brokerage</FONT> uses, and
generally uses soft dollars to pay only for the portion allocated to research/brokerage uses. Examples of products and services used for <FONT STYLE="white-space:nowrap">non-research/brokerage</FONT> purposes (and not paid for with soft dollars)
include equipment and exchange data (<I>e.g.</I>, quotes, volume). Some of these services may be of value to the Adviser and its related parties in advising various of their clients (including the Fund), although not all of these services are
necessarily useful and of value in managing the Fund. The management fee paid by the Fund is not reduced because the Adviser or its related parties receive these services even though the Adviser might otherwise be required to purchase some of these
services for cash. The Adviser&#146;s authority to cause the Fund to pay any such greater commissions is also subject to such policies as the Trustees may adopt from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser&#146;s relationships with brokerage firms that provide soft dollar services to the Adviser (including brokerage
firms that participate in commission sharing arrangements) may influence the Adviser&#146;s judgment and create conflicts of interest, both in allocating brokerage business between firms that provide soft dollar services and firms that do not, and
in allocating the costs of <FONT STYLE="white-space:nowrap">mixed-use</FONT> products between their research and <FONT STYLE="white-space:nowrap">non-research</FONT> uses. When the Adviser uses client brokerage commissions to obtain research or
other products or services, the Adviser receives a benefit because it does not have to produce or pay for such research, products, or services. As such, that Adviser has an incentive to select or recommend a broker-dealer based on the Adviser&#146;s
interest in receiving the research or other products or services, rather than on the Adviser&#146;s clients&#146; interest in receiving most favorable execution. Client trades executed through these brokers or any other brokerage firm may not be at
the lowest price otherwise available. The Adviser maintains policies and procedures designed to address such conflicts of interest. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Aggregated Transactions.</I></B> In an effort to achieve efficiencies in execution and reduce trading costs, the Adviser
and its related parties may, but will not necessarily, aggregate securities transactions on behalf of a number of accounts, including accounts of the Fund, at the same time. In addition, the Adviser may execute securities transactions alongside or
interspersed between aggregated orders when the Adviser believes that such execution will not interfere with its ability to execute in a manner believed to be most favorable to its clients as a whole. The Adviser may exclude trades for accounts that
direct brokerage or that are managed in part for tax considerations from aggregate orders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When executing aggregate
orders, trades will be allocated among accounts using procedures that the Adviser considers to be reasonably designed to be <FONT STYLE="white-space:nowrap">non-preferential</FONT> and fair and equitable over time. This may include making the
allocation </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">83 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
on a <I>pro rata</I> basis or on a non-<I>pro rata</I> basis based on various factors, including liquidity requirements, reserves and cash flow considerations; diversification requirements;
portfolio duration; amount of capital available for investment by a client, including new clients, as well as projected future capacity for investment; variance of the portfolio from models, target weights or indexes; risk management considerations;
the size of the investment relative to the size of the account; client-specific industry and other allocation targets, including each account&#146;s target average credit quality, liquidity, sector targets, and composition; minimum and maximum
investment size requirements; tax considerations; legal, contractual, or regulatory constraints specific to or imposed by a client; and any other relevant limitations imposed by or conditions set forth in the applicable offering or other
organizational documents of a client. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Adviser shares allocations of public offerings and other desirable but limited
opportunities to buy or sell securities in a manner that the Adviser considers reasonably designed to be <FONT STYLE="white-space:nowrap">non-preferential</FONT> and fair and equitable over time, such that no account or group of accounts receives
consistently favorable or unfavorable treatment. Generally, such allocations will be made after taking into account cash availability and need, suitability, investment objectives and guidelines and other factors deemed appropriate in making
investment allocation decisions for each client. Shares obtained in IPOs will be allocated using these criteria unless the number of shares made available to the Adviser is <I>de </I><I>minimis</I>, in which case, the shares will be allocated among
the eligible accounts based on the Adviser&#146;s assessment of the circumstances. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, and particularly with
respect to fixed-income securities, if a small amount of an investment is allocated to the Adviser, the Adviser may allocate it disproportionately, taking into consideration lot size, existing or targeted account weightings in particular securities
and/or sectors, account size, diversification requirements and investment objectives/restrictions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The dollar amount of
brokerage commissions paid by the Fund for the fiscal years ended September&nbsp;30, 2019, September&nbsp;30, 2018 and September&nbsp;30, 2017 were $5,614, $2,652 and $0, respectively. Changes in the amounts of brokerage commissions from year to
year are generally the result of active trading strategies employed by the Fund&#146;s investment team in response to market conditions, changes in the total assets of the Fund, and/or a determination by the Adviser to engage in brokerage practices
as described above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Certain diligence-related transaction costs</I></B><B>.</B> The Adviser may aggregate the
Fund&#146;s order for an investment in, or sale of, an interest in certain instruments, including, for example, a subordinated tranche CMBS, including investments at original issuance, or certain loan instruments, with orders of one or more other
DoubleLine Funds or other DoubleLine accounts. Certain diligence-related or structuring costs and expenses will be allocated to all of the accounts, including the Fund, participating in the aggregated transaction <I>pro rata</I> based on the size of
the accounts considering the investment opportunity or the amount of investment made by each account participating in the transaction. The Fund&#146;s participation in any such aggregated transaction will be subject to a number of conditions
intended to result in the fair and equitable treatment of each participating account, including the Fund. For example, where the Adviser aggregates the Fund&#146;s order for an investment in, or sale of, an interest in a subordinated tranche CMBS
with orders of one or more other DoubleLine Funds or other DoubleLine accounts, the Fund will not incur diligence- or structuring-related expenses in connection with any such transaction in excess of 0.50% of the value of the Fund&#146;s investment
in the structured product without the Board&#146;s approval of those expenses. The Adviser may advance diligence- or structuring-related expenses relating to a transaction on behalf of the Fund and seek to receive reimbursement (without interest) of
any such expenses advanced on behalf of the Fund from the Fund at a later date. The Fund may incur diligence-related expenses in connection with the evaluation of investment opportunities that the Adviser ultimately determines not to pursue on
behalf of the Fund. In some cases, the diligence- or structuring-related expenses that would otherwise be incurred by the Fund or the Adviser may be borne by the sponsor or seller of an investment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Regular Broker-Dealers</I></B><I>.</I>&nbsp;As of the close of the fiscal year ended September&nbsp;30, 2019, the Fund
did not own securities of its regular broker-dealers as defined by <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-1&nbsp;under</FONT> the 1940 Act. (Generally, a regular broker or dealer of an investment company is one of the ten brokers or dealers
that received the greatest dollar amount of brokerage commissions from participating in portfolio transactions, engaged as principal in the largest dollar amount of portfolio transactions, or sold the largest dollar amount of portfolio securities
during the Fund&#146;s most recent fiscal year). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">84 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_8"></A>ANTI-TAKEOVER AND OTHER PROVISIONS IN THE DECLARATION OF TRUST
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Shareholder Liability </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the
Fund. However, the Declaration contains an express disclaimer of shareholder liability for acts or obligations of the Fund and requires that notice of such limited liability be given in each agreement, obligation or instrument entered into or
executed by the Fund or the Trustees. The Declaration also provides for indemnification out of the Fund&#146;s assets and property for all loss and expense of any shareholder held personally liable for the obligations of the Fund. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability should be limited to circumstances in which the Fund is unable to meet its obligations, and thus should be considered remote. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Anti-Takeover Provisions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Declaration includes provisions that could limit the ability of other entities or persons to acquire control of the Fund,
convert the Fund to <FONT STYLE="white-space:nowrap">open-end</FONT> status or to change the composition of its Board, and could have the effect of depriving shareholders of opportunities to sell their shares at a premium over prevailing market
prices by discouraging a third party from seeking to obtain control of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s Trustees are divided
into three classes (Class I, Class&nbsp;II and Class&nbsp;III), having initial terms of one, two and three years, respectively. At each annual meeting of shareholders, the term of one class will expire and each Trustee elected to that class will
hold office for a term of three years. The classification of the Board in this manner could delay for an additional two years the replacement of a majority of the Board. In addition, the Declaration provides that a Trustee may be removed from
office, for any reason or for no reason, only (i)&nbsp;by action of at least seventy-five percent (75%)&nbsp;of the outstanding shares of the classes or series of shares entitled to vote for the election of such Trustee, or (ii)&nbsp;by written
instrument, signed by at least seventy-five percent (75%)&nbsp;of the remaining Trustees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Except as provided in the next
paragraph, the affirmative vote or consent of at least seventy-five percent (75%)&nbsp;of the Board and at least seventy-five percent (75%)&nbsp;of the holders of shares of the Fund (including Common Shares and preferred shares) outstanding and
entitled to vote thereon are required to authorize any of the following transactions (each a &#147;Material Transaction&#148;): (1)&nbsp;a merger, consolidation or share exchange of the Fund or any series or class of shares of the Fund with or into
any other person or company, or of any such person or company with or into the Fund or any such series or class of shares; (2)&nbsp;the issuance or transfer by the Fund or any series or class of shares (in one or a series of transactions in any
twelve-month period) of any securities of the Fund or such series or class to any other person or entity for cash, securities or other property (or combination thereof) having an aggregate fair market value of $1,000,000 or more, excluding sales of
securities of the Fund or such series or class in connection with a public offering, issuances of securities of the Fund or such series or class pursuant to a Dividend Reinvestment Plan (the &#147;Plan&#148;) adopted by the Fund and issuances of
securities of the Fund or such series or class upon the exercise of any stock subscription rights distributed by the Fund; or (3)&nbsp;a sale, lease, exchange, mortgage, pledge, transfer or other disposition by the Fund or any series or class of
shares (in one or a series of transactions in any twelve-month period) to or with any person of any assets of the Fund or such series or class having an aggregate fair market value of $1,000,000 or more, except for transactions in securities
effected by the Fund or such series or class in the ordinary course of its business. The same affirmative votes are required with respect to any shareholder proposal as to specific investment decisions made or to be made with respect to the
Fund&#146;s assets or the assets of any series or class of shares of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Notwithstanding the approval requirements
specified in the preceding paragraph, the Declaration requires no vote or consent of the Fund&#146;s shareholders to authorize a Material Transaction if the transaction is approved by a vote of both a majority of the Board and seventy-five percent
(75%)&nbsp;of the Continuing Trustees (as defined below), so long as all other conditions and requirements, if any, provided for in the Fund&#146;s Bylaws and applicable law (including any shareholder voting rights under the 1940 Act) have been
satisfied. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the Declaration provides that the Fund may be terminated at any time by vote or consent of at
least seventy-five percent (75%)&nbsp;of the Fund&#146;s shares entitled to vote or, alternatively, by vote or consent of both a majority of the Board and seventy-five percent (75%)&nbsp;of the Continuing Trustees (as defined below) upon written
notice to shareholders of the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">85 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In certain circumstances, the Declaration also imposes shareholder voting
requirements that are more demanding than those required under the 1940 Act in order to authorize a conversion of the Fund from a <FONT STYLE="white-space:nowrap">closed-end</FONT> to an <FONT STYLE="white-space:nowrap">open-end</FONT> investment
company. See &#147;Repurchase of Common Shares; Conversion to <FONT STYLE="white-space:nowrap">Open-End</FONT> Fund&#148; below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The overall effect of these provisions is to render more difficult the accomplishment of a merger or the assumption of control
of the Fund by a third party. They provide, however, the advantage of potentially requiring persons seeking control of the Fund to negotiate with its management regarding the price to be paid and facilitating the continuity of the Fund&#146;s
investment objectives and policies. The provisions of the Declaration described above could have the effect of depriving the holders of common shares of beneficial interest (&#147;Common Shareholders&#148;) of opportunities to sell their Common
Shares at a premium over the then current market price of the Common Shares by discouraging a third party from seeking to obtain control of the Fund in a tender offer or similar transaction. The Board has considered the foregoing anti-takeover
provisions and concluded that they are in the best interests of the Fund and its Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A &#147;Continuing
Trustee,&#148; as used in the discussion above, is any member of the Board who either (i)&nbsp;has been a member of the Board for a period of at least <FONT STYLE="white-space:nowrap">thirty-six</FONT> months (or since the commencement of the
Fund&#146;s operations, if less than <FONT STYLE="white-space:nowrap">thirty-six</FONT> months) or (ii)&nbsp;was nominated to serve as a member of the Board by a majority of the Continuing Trustees then members of the Board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The foregoing is intended only as a summary and is qualified in its entirety by reference to the full text of the Declaration
and the Fund&#146;s Bylaws, both of which are on file with the SEC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liability of Trustees </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Declaration provides that the obligations of the Fund are not binding upon the Trustees of the Fund individually, but only
upon the assets and property of the Fund, and that the Trustees shall not be liable for errors of judgment or mistakes of fact or law. Nothing in the Declaration, however, protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Direct and Derivative Claims </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Declaration provides that shareholders must obtain authorization from the Trustees to bring or maintain a direct action or
claim for monetary damages against the Fund or the Trustees predicated upon an express or implied right of action under the Declaration or for a single shareholder to bring or maintain a direct action with respect to an alleged injury suffered by
similarly situated shareholders. The Declaration also provides that shareholders must make a demand on the Trustees requesting the Trustees to bring or maintain any action, proceeding or claim on behalf of the Fund or any class of shareholders
unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Fund or a series or class of shares would otherwise result. The provisions of the Declaration described in this paragraph do not apply to claims asserted under
the federal securities laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_9"></A>REPURCHASE OF COMMON SHARES; CONVERSION TO
<FONT STYLE="white-space:nowrap">OPEN-END</FONT> FUND </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund is a
<FONT STYLE="white-space:nowrap">closed-end</FONT> investment company and as such its shareholders will not have the right to cause the Fund to redeem their shares. Instead, the Common Shares will trade in the open market at a price that will be a
function of the Fund&#146;s NAV and of other factors relating to the Fund such as dividend levels and stability (which will in turn be affected by Fund expenses, including the costs of any preferred shares issued by the Fund, borrowings and other
leverage, the Fund&#146;s reverse repurchase agreements, dollar roll transactions and similar transactions, levels of dividend and interest payments by the Fund&#146;s portfolio holdings, levels of appreciation/depreciation of the Fund&#146;s
portfolio holdings, regulations affecting the timing and character of Fund&#146;s distributions, and other factors) portfolio credit quality, liquidity, call protection, market supply and demand, and similar factors relating to the Fund&#146;s
portfolio holdings. The market price of the Common Shares may also be affected by general market or economic conditions, including market trends affecting securities values generally or values of <FONT STYLE="white-space:nowrap">closed-end</FONT>
fund shares more specifically. Shares of a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company may frequently trade at prices lower than NAV. The Board will regularly monitor the relationship between the market price and NAV of the
Common Shares. If the Common Shares were to trade at a substantial discount to NAV for an extended period of time, the Board may consider the repurchase of its Common Shares on the open market or in private transactions, the making of a tender offer
for such shares or the conversion of the Fund to an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company. If the Board determines in the future to conduct a tender offer for its common shares, Fund shareholders to whom the
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">86 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
tender offer is made will be provided notice, instructions regarding how to participate in the tender offer, and information regarding the terms of the tender offer that such shareholders should
consider before determining whether to participate (including, if applicable, information regarding any applicable repurchase fee). The Fund cannot assure you that the Board will decide to take or propose any of these actions, or that share
repurchases or tender offers will actually reduce any market discount. The Fund has no present intention to repurchase its Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were to convert to an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company, the Common Shares
likely would no longer be listed on the NYSE. In contrast to a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company, shareholders of an <FONT STYLE="white-space:nowrap">open-end</FONT> 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 NAV, less any redemption charge that is in effect at the time of redemption. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Notwithstanding the foregoing, at any time when the Fund has any preferred shares outstanding, the Fund may not purchase,
redeem or otherwise acquire any of its Common Shares unless (1)&nbsp;all accrued dividends on any such preferred shares have been paid and (2)&nbsp;at the time of such purchase, redemption or acquisition, the NAV of the Fund&#146;s portfolio
(determined after deducting the acquisition price of the Common Shares) is at least 200% of the liquidation value of the outstanding preferred shares (expected to equal the original purchase price per share plus any accrued and unpaid dividends
thereon) plus the aggregate amount of any senior securities representing indebtedness. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Subject to its investment
limitations, the Fund may borrow to finance the repurchase of shares or to make a tender offer. Interest on any borrowings to finance share repurchase transactions or the accumulation of cash by the Fund in anticipation of share repurchases or
tenders will reduce the Fund&#146;s net income. Any share repurchase, tender offer or borrowing that might be approved by the Board would have to comply with the Exchange Act, as amended, and the 1940 Act and the rules and regulations thereunder.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Board were to determine in the future to convert the Fund to an <FONT STYLE="white-space:nowrap">open-end</FONT>
company, such a conversion would require the affirmative vote or consent of holders of at least seventy-five percent (75%) of each class of the Fund&#146;s shares entitled to vote on the matter, unless the conversion is authorized by both a majority
of the Trustees and seventy-five percent (75%) of the Continuing Trustees. That seventy-five percent (75%) shareholder approval requirement is higher than is required under the 1940 Act. In the event that a conversion is approved by the Board and
the Continuing Trustees as described above, the minimum shareholder vote required under the 1940 Act would be necessary to authorize the conversion. Currently, the 1940 Act would require approval of the holders of a &#147;majority of the
outstanding&#148; Common Shares and, if issued, preferred shares voting together as a single class, and the holders of a &#147;majority of the outstanding&#148; preferred shares (if any) voting as a separate class, in order to authorize a
conversion. If the Fund converted to an <FONT STYLE="white-space:nowrap">open-end</FONT> company, it would be required to redeem any preferred shares then outstanding (requiring in turn that it liquidate a portion of its investment portfolio), and
the Fund&#146;s Common Shares likely would no longer be listed on the NYSE. Shareholders of an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company may require the company to redeem their shares on any business day (except in certain
circumstances as authorized by or under the 1940 Act) at their NAV, less a redemption charge, if any, as might be in effect at the time of redemption. Such redemptions typically are made in cash. To limit the need to maintain large cash positions or
liquidate favorable investments to meet redemptions, <FONT STYLE="white-space:nowrap">open-end</FONT> companies typically engage in a continuous offering of their shares. <FONT STYLE="white-space:nowrap">Open-end</FONT> companies are thus subject to
periodic asset <FONT STYLE="white-space:nowrap">in-flows</FONT> and <FONT STYLE="white-space:nowrap">out-flows</FONT> that can complicate portfolio management. <FONT STYLE="white-space:nowrap">Open-end</FONT> companies also are generally subject to
greater restrictions than <FONT STYLE="white-space:nowrap">closed-end</FONT> companies on their ability to engage in leverage, which may affect adversely the Fund&#146;s performance. In determining whether to submit to Fund shareholders a proposal
to convert to an <FONT STYLE="white-space:nowrap">open-end</FONT> company, the Board would consider all factors it determined to be relevant, including, potentially, the relationship of the market price of the Common Shares to NAV; the extent to
which the Fund&#146;s capital structure is leveraged and the possibility of <FONT STYLE="white-space:nowrap">re-leveraging;</FONT> the spread, if any, between the yields on securities in the Fund&#146;s portfolio and interest and dividend charges on
outstanding Fund borrowings or any preferred shares issued by the Fund; the liquidity of the Fund&#146;s portfolio; the impact of any action that might be taken on the Fund or its shareholders; and general market and economic conditions. Based on
these considerations, even if the Common Shares should trade at a discount, the Board may determine that, in the interest of the Fund and its shareholders, no action should be taken. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The repurchase by the Fund of its shares at prices below NAV will result in an increase in the NAV of those shares that remain
outstanding. However, there can be no assurance that share repurchases or tenders at or below NAV will result in the Fund&#146;s shares trading at a price equal to their NAV. Nevertheless, the fact that the Fund&#146;s shares may be the subject of
repurchase or tender offers at NAV from time to time, or that the Fund may be converted to an <FONT STYLE="white-space:nowrap">open-end</FONT> company, may reduce any spread between market price and NAV that might otherwise exist. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">87 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, a purchase by the Fund of its Common Shares will decrease the
Fund&#146;s total assets. This would likely have the effect of increasing the Fund&#146;s expense ratio. Any purchase by the Fund of its Common Shares at a time when Fund borrowings or preferred shares are outstanding will increase the leverage
applicable to the outstanding Common Shares then remaining. See the Prospectus under &#147;Principal Risk Factors &#151; Leverage risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Before deciding whether to take any action if the Fund&#146;s Common Shares trade below NAV, the Board would consider all
relevant factors, including the extent and duration of the discount, the liquidity of the Fund&#146;s portfolio, the impact of any action that might be taken on the Fund or its shareholders and market considerations. Based on these considerations,
even if the Fund&#146;s Common Shares should trade at a discount, the Board may determine that, in the interest of the Fund and its shareholders, no action should be taken. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_10"></A>TAX MATTERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following discussion of U.S. federal income tax consequences is based on the Code, existing U.S. Treasury regulations, and
other applicable authority, as of the date of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S.
federal tax considerations generally applicable to investments in the Fund. It does not address special tax rules applicable to certain classes of investors, such as investors holding Common Shares through
<FONT STYLE="white-space:nowrap">tax-advantaged</FONT> accounts (such as 401(k) plan accounts or IRAs), <FONT STYLE="white-space:nowrap">tax-exempt</FONT> entities, foreign investors, insurance companies, financial institutions and investors making <FONT
STYLE="white-space:nowrap">in-kind</FONT> contributions to the Fund. Common Shareholders should consult their own tax adviser for more information about their particular situation, including possible other federal, state, local, and, where
applicable, foreign tax consequences of investing in the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Federal Income Taxation of the Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund has elected to be treated as a RIC under Subchapter M of the Code and intends each year to qualify and to be eligible
to be treated as such. In order to qualify for the special tax treatment accorded RICs and their Common Shareholders, the Fund must, among other things: (a)&nbsp;derive at least 90% of its gross income for each taxable year from (i)&nbsp;dividends,
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 but not limited to gains from options, futures, or forward contracts)
derived with respect to its business of investing in such stock, securities, or currencies, and (ii)&nbsp;net income derived from interests in &#147;qualified publicly traded partnerships&#148; (as defined below); (b) diversify its holdings so that,
at the close of each quarter of the Fund&#146;s taxable year, (i)&nbsp;at least 50% of the market value of the Fund&#146;s total assets consists of cash, cash items, U.S. Government securities, securities of other RICs and other securities limited
in respect of any one issuer to a value not greater than 5% of the value of the Fund&#146;s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii)&nbsp;not more than 25% of the value of the Fund&#146;s total
assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest (x)&nbsp;in the securities (other than those of the U.S. Government or other RICs) of any one issuer or of two or more issuers that the
Fund controls and that are engaged in the same, similar or related trades or businesses, or (y)&nbsp;in the securities of one or more qualified publicly traded partnerships (as defined below); and (c)&nbsp;distribute with respect to each taxable
year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the deduction for dividends paid &#150; generally, taxable ordinary income and the excess, if any, of net short-term capital
gains over net long-term capital losses) and net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> interest income, if any, for such year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In general, for purposes of the 90% gross income requirement described in (a)&nbsp;above, income derived from a partnership
will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the RIC. However, 100% of the net income derived from an interest in a
&#147;qualified publicly traded partnership&#148; (a partnership (x)&nbsp;the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, and (y)&nbsp;that
derives less than 90% of its income from the qualifying income described in (a)(i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes because they meet the passive
income requirement under Section&nbsp;7704(c)(2) of the Code. In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified
publicly traded partnership. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Gains from foreign currencies (including foreign currency futures and foreign
currency forward contracts) currently constitute &#147;qualifying income&#148; for purposes of the 90% test described in (a)&nbsp;above. However, the U.S. Treasury has the authority to issue regulations (possibly with retroactive effect) excluding
from the definition of qualifying income the Fund&#146;s foreign currency gains to the extent that such income is not directly related to the Fund&#146;s principal business of investing in stock or securities. This could adversely affect the
qualification of the Fund as a RIC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For purposes of the diversification test in (b)&nbsp;above, the term
&#147;outstanding voting securities of such issuer&#148; will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b)&nbsp;above, the identification of the issuer (or, in some
cases, issuers) of a particular Fund investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by
the IRS with respect to issuer identification for a particular type of investment may adversely affect the Fund&#146;s ability to meet the diversification test in (b)&nbsp;above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund qualifies as a RIC that is accorded special tax treatment, the Fund will not be subject to U.S. federal income tax
on income or gains distributed in a timely manner to its Common Shareholders in the form of dividends (including Capital Gain Dividends, as defined below). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s intention to qualify for treatment as a RIC may negatively affect the Fund&#146;s return to Common
Shareholders by limiting the Fund&#146;s ability to acquire or continue to hold positions that would otherwise be consistent with its investment strategy or by requiring it to engage in transactions, including its investment in a subsidiary, it
might otherwise not engage in, resulting in additional transaction costs. If the Fund were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure such failure, including by paying a
Fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or if the Fund were otherwise to fail to qualify as a RIC accorded
special tax treatment for such year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net <FONT STYLE="white-space:nowrap">tax-exempt</FONT>
income and net long-term capital gains would be taxable to Common Shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of corporate Common Shareholders and may be
eligible to be treated as qualified dividend income in the case of Common Shareholders taxed as individuals, provided, in both cases, the Common Shareholder meets certain holding period and other requirements in respect of the Fund&#146;s shares (as
described below). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before <FONT STYLE="white-space:nowrap">re-qualifying</FONT> as a RIC that is accorded
special tax treatment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund intends to distribute at least annually to its Common Shareholders all or substantially
all of its investment company taxable income (computed without regard to the dividends-paid deduction), its net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income (if any) and its net capital gain (that is, the excess of net long-term capital
gain over net short-term capital loss, in each case determined with reference to any loss carryforwards). Any taxable income including any net capital gain retained by the Fund will be subject to tax at the Fund level at regular corporate rates. In
the case of net capital gain, the Fund is permitted to designate the retained amount as undistributed capital gain in a timely notice to its Common Shareholders who would then, in turn, be (i)&nbsp;required to include in income for U.S. federal
income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii)&nbsp;entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax
liabilities, if any, and to claim refunds on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. If the Fund makes this designation, for U.S. federal income tax purposes, the tax basis of shares owned by a Common
Shareholder of the Fund would be increased by an amount equal to the difference between the amount of undistributed capital gains included in the Common Shareholder&#146;s gross income under clause (i)&nbsp;of the preceding sentence and the tax
deemed paid by the Common Shareholder under clause (ii)&nbsp;of the preceding sentence. The Fund is not required to, and there can be no assurance the Fund will, make this designation if it retains all or a portion of its net capital gain in a
taxable year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In determining its net capital gain, including in connection with determining the amount available to
support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion, if
any, of the taxable year after October&nbsp;31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable year) or late-year ordinary loss (generally, the sum of its
(i)&nbsp;net ordinary loss from the sale, exchange or other taxable disposition of property, attributable to the portion, if any, of the taxable year after </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">89 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
October&nbsp;31, and its (ii)&nbsp;other net ordinary loss, if any, attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were to fail to distribute in a calendar year at least an amount equal to the sum of 98% of its ordinary income
for such year and 98.2% of its capital gain net income for the <FONT STYLE="white-space:nowrap">one-year</FONT> period ending October&nbsp;31 of such year, plus any such amounts retained from the prior year, the Fund would be subject to a
nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, a RIC&#146;s ordinary gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken
into account after October&nbsp;31 of a calendar year generally are treated as arising on January&nbsp;1 of the following calendar year. Also, for these purposes, the Fund will be treated as having distributed any amount on which it has been subject
to corporate income tax for the taxable year ending within the calendar year. The Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that it will be able to do so.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Capital losses in excess of capital gains (&#147;net capital losses&#148;) are not permitted to be deducted against the
Fund&#146;s net investment income. Instead, potentially subject to certain limitations, the Fund may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent
taxable year. The Fund may carry net capital losses forward to one or more subsequent taxable years without expiration; any such carryforward losses will retain their character as short-term or long-term and the Fund must apply such carryforwards
first against gains of the same character. The Fund&#146;s available capital loss carryforwards, if any, will be set forth in its annual shareholder report for each fiscal year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Fund Distributions </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For
U.S. federal income tax purposes, distributions of investment income are generally taxable to Common Shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned (or is deemed to have owned) the
investments that generated the gains, rather than by how long a Common Shareholder has owned his or her shares. In general, the Fund will recognize long-term capital gain or loss on investments it has owned (or is deemed to have owned) for more than
one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Distributions of net capital gain that are properly reported by the Fund to its Common Shareholders as capital gain
dividends (&#147;Capital Gain Dividends&#148;) will be taxable to Common Shareholders as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates relative to ordinary income. Distributions from capital gains
are generally made after applying any available capital loss carryforwards. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to Common Shareholders as ordinary income.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In general, distributions of investment income reported by the Fund to its Common Shareholders as derived from qualified
dividend income are taxed in the hands of individuals at the rates applicable to net capital gain, provided holding period and other requirements are met at both the Common Shareholder and Fund level. In order for some portion of the dividends
received by the Common Shareholder to be &#147;qualified dividend income&#148; that is eligible for taxation at long-term capital gain rates, the Fund must meet holding period and other requirements with respect to some portion of the
dividend-paying stocks in its portfolio and the Common Shareholder must meet holding period and other requirements with respect to the Fund&#146;s shares. In general, a dividend will not be treated as qualified dividend income (at either the Fund or
Common Shareholder level)&nbsp;(1) if the dividend is received with respect to any share of stock, or any Common Share of stock, held for fewer than 61 days during the <FONT STYLE="white-space:nowrap">121-day</FONT> period beginning on the date
which is 60 days before the date on which such share, or Common Share, becomes <FONT STYLE="white-space:nowrap">ex-dividend</FONT> with respect to such dividend (or, in the case of certain preferred stock, 91 days during the <FONT
STYLE="white-space:nowrap">181-day</FONT> period beginning 90 days before such date), (2) to the extent that the recipient 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, (3)&nbsp;if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4)&nbsp;if the dividend is received from
a foreign corporation that is (a)&nbsp;not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established
securities market in the United States) or (b)&nbsp;treated as a passive foreign investment company. The Fund does not expect a significant portion of Fund distributions to be derived from qualified dividend income. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In general, dividends of net investment income received by corporate Common Shareholders of the Fund will qualify for the
dividends-received deduction generally available to corporations only to the extent of the amount of eligible </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">90 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
dividends received by the Fund from domestic corporations for the taxable year. A dividend received by the Fund will not be treated as a dividend eligible for the dividends-received deduction
(1)&nbsp;if it has been received with respect to any share of stock that the Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the <FONT STYLE="white-space:nowrap">91-day</FONT> period beginning on the date
which is 45 days before the date on which such share becomes <FONT STYLE="white-space:nowrap">ex-dividend</FONT> with respect to such dividend (during the <FONT STYLE="white-space:nowrap">181-day</FONT> period beginning 90 days before such date in
the case of certain preferred stock) or (2)&nbsp;to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover,
the dividends received deduction may otherwise be disallowed or reduced (1)&nbsp;if the corporate Common Shareholder fails to satisfy the foregoing requirements with respect to its Common Shares or (2)&nbsp;by application of various provisions of
the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)). The Fund does not expect that a significant portion of its
distributions will be eligible for the corporate dividends-received deduction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Any distribution of income that is
attributable to (i)&nbsp;income received by the Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (ii)&nbsp;dividend income received by the Fund on securities it temporarily purchased from a
counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund, will not constitute qualified dividend income to individual Common Shareholders and will not be eligible for the
dividends-received deduction for corporate Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to proposed regulations on which the Fund may
rely, distributions by the Fund to its Common Shareholders that the Fund properly reports as &#147;section 199A dividends,&#148; as defined and subject to certain conditions described below, are treated as REIT dividends in the hands of <FONT
STYLE="white-space:nowrap">non-corporate</FONT> Common Shareholders. <FONT STYLE="white-space:nowrap">Non-corporate</FONT> Common Shareholders are permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them,
subject to certain limitations. Very generally, a &#147;section 199A dividend&#148; is any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs, to the extent such dividends are properly reported as such
by the RIC in a written notice to its Common Shareholders. A section 199A dividend is treated as a qualified REIT dividend only if the Common Shareholder receiving such dividend holds the dividend-paying RIC shares for at least 46 days of the <FONT
STYLE="white-space:nowrap">91-day</FONT> period beginning 45 days before the shares become <FONT STYLE="white-space:nowrap">ex-dividend,</FONT> and is not under an obligation to make related payments with respect to a position in substantially
similar or related property. The Fund is permitted to report such part of its dividends as section 199A dividends as are eligible, but is not required to do so. Distributions of income or gain attributable to derivatives with respect to REIT
securities, including swaps, will not constitute qualified REIT dividends. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Subject to any future regulatory guidance to
the contrary, any distribution of income attributable to qualified publicly traded partnership income from the Fund&#146;s investment in an MLP will ostensibly not qualify for the deduction that would be available to a
<FONT STYLE="white-space:nowrap">non-corporate</FONT> Common Shareholder were the Common Shareholder to own such MLP directly. Furthermore, distributions of income or gain attributable to swaps on MLP securities will not constitute qualified
publicly traded partnership income and will not be eligible for such deduction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If, in and with respect to any taxable
year, the Fund makes a distribution to a Common Shareholder in excess of the Fund&#146;s current and accumulated earnings and profits, the excess distribution will be treated as a return of capital to the extent of such Common Shareholder&#146;s tax
basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a Common Shareholder&#146;s tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the
Common Shareholder of its shares. Where one or more such distributions occur in and with respect to any taxable year of the Fund, the available earnings and profits will be allocated first to the distributions made to holders of preferred shares,
and only thereafter to distributions made to holders of Common Shares. As a result, holders of preferred shares would receive a disproportionate share of the distributions treated as dividends, and the holders of Common Shares would receive a
disproportionate share of the distributions treated as a return of capital. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Code generally imposes a 3.8% Medicare
contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, &#147;net investment income&#148; generally includes, among other things,
(i)&nbsp;distributions paid by the Fund of net investment income and capital gains as described above, and (ii)&nbsp;any net gain from the sale, redemption, exchange or other taxable disposition of Fund shares. Common Shareholders are advised to
consult their tax advisers regarding the possible implications of this additional tax on their investment in the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">91 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The IRS requires a RIC that the IRS recognizes as having two or more
&#147;classes&#148; of stock for U.S. federal income tax purposes to allocate to each such class proportionate amounts of each type of the RIC&#146;s income (such as ordinary income and capital gains) based upon the percentage of total dividends
distributed to each class for the tax year. Accordingly, the Fund intends each tax year to allocate Capital Gain Dividends between and among its Common Shares and each series of its preferred shares, in proportion to the total dividends paid to each
class with respect to such tax year. Dividends qualifying and not qualifying for the dividends received deduction or as qualified dividend income will similarly be allocated between and among Common Shares and any series of preferred shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to Common
Shareholders early in the succeeding year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Distributions are taxable as described herein whether Common Shareholders
receive them in cash or reinvest them in additional Common Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A dividend paid to Common Shareholders by the Fund in
January generally is deemed to have been paid by the Fund on December&nbsp;31 of the preceding year, if the dividend was declared and payable to Common Shareholders of record on a date in October, November, or December of that preceding year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Distributions on the Fund&#146;s shares are generally subject to U.S. federal income tax as described herein to the extent
they do not exceed the Fund&#146;s realized income and gains, even though such distributions may economically represent a return of a particular Common Shareholder&#146;s investment. Such distributions are likely to occur in respect of shares
purchased at a time when the Fund&#146;s NAV reflects either unrealized gains, or realized but undistributed income or gains, that were therefore included in the price the Common Shareholder paid. Such distributions may reduce the fair market value
of the Fund&#146;s shares below the Common Shareholder&#146;s cost basis in those shares. As described above, the Fund is required to distribute realized income and gains regardless of whether the Fund&#146;s NAV also reflects unrealized losses.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If at any time when preferred shares are outstanding the Fund does not meet applicable asset coverage requirements, it
will be required to suspend distributions to Common Shareholders until the requisite asset coverage is restored. Any such suspension may cause the Fund to pay a U.S. federal income and excise tax on undistributed income or gains and may, in certain
circumstances, prevent the Fund from qualifying for treatment as a RIC. The Fund may repurchase or otherwise retire preferred shares in an effort to comply with the distribution requirement applicable to RICs. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tax Implications of Certain Fund Investments </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Special Rules for Debt Obligations.</I> Some debt obligations with a fixed maturity date of more than one year from the
date of issuance (and <FONT STYLE="white-space:nowrap">zero-coupon</FONT> debt obligations with a fixed maturity date of more than one year from the date of issuance) will be treated as debt obligations that are issued originally at a discount.
Generally, the original issue discount (&#147;OID&#148;) is treated as interest income and is included in the Fund&#146;s income and required to be distributed by the Fund over the term of the debt security, even though payment of that amount is not
received until a later time, upon partial or full repayment or disposition of the debt security. In addition, PIKs will give rise to income which is required to be distributed and is taxable even though the Fund holding the security receives no
interest payment in cash on the security during the year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some debt obligations with a fixed maturity date of more than
one year from the date of issuance that are acquired by the Fund in the secondary market may be treated as having market discount. Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of
an obligation issued with OID, its revised issue price) over the purchase price of such obligation Subject to the discussion below regarding Section&nbsp;451 of the Code, (i)&nbsp;generally, any gain recognized on the disposition of, and any partial
payment of principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt security, (ii)&nbsp;alternatively, the Fund may
elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in the Fund&#146;s income (as ordinary income) and thus distribute it over the term of the debt security, even though payment
of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security, and (iii)&nbsp;the rate at which the market discount accrues, and thus is included in the Fund&#146;s income, will depend upon
which of the permitted accrual methods the Fund elects. Notwithstanding the foregoing, effective for taxable years beginning after 2017, Section&nbsp;451 of the Code generally requires any accrual method taxpayer to take into account items of gross
income no later than the time at which such items are taken into </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">92 </P>


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account as revenue in the taxpayer&#146;s financial statements. The U.S. Treasury and IRS have issued proposed regulations providing that Section&nbsp;451 does not apply to accrued market
discount. If Section&nbsp;451 were to apply to the accrual of market discount, the Fund would be required to include in income any market discount as it takes the same into account on its financial statements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some debt obligations with a fixed maturity date of one year or less from the date of issuance may be treated as having OID
or, in certain cases, acquisition discount (very generally, the excess of the stated redemption price over the purchase price). The Fund will be required to include the OID or acquisition discount in income (as ordinary income) and thus distribute
it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The rate at which OID or acquisition discount accrues, and thus is
included in the Fund&#146;s income, will depend upon which of the permitted accrual methods the Fund elects. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund
holds the foregoing kinds of obligations or other obligations subject to special rules under the Code, it may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest the Fund
actually received. Such distributions may be made from the cash assets of the Fund or, if necessary, by liquidation of portfolio securities including at a time when it may not be advantageous to do so. These dispositions may cause the Fund to
realize higher amounts of short-term capital gains (generally taxed to Common Shareholders at ordinary income tax rates) and, in the event the Fund realizes net capital gains from such transactions, its Common Shareholders may receive a larger
Capital Gain Dividend than if the Fund had not held such obligations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A portion of the OID accrued on certain high yield
discount obligations may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends-received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic
corporation, dividend payments by the Fund may be eligible for the dividends-received deduction to the extent attributable to the deemed dividend portion of such OID. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Securities Purchased at a Premium</I>. Very generally, where the Fund purchases a bond at a price that exceeds the
redemption price at maturity (<I>i.e.</I>, a premium), the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if the Fund makes an election applicable to all such bonds it purchases, which election is
irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds, the Fund
is permitted to deduct any remaining premium allocable to a prior period. In the case of a <FONT STYLE="white-space:nowrap">tax-exempt</FONT> bond, tax rules require the Fund to reduce its tax basis by the amount of amortized premium. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><FONT STYLE="white-space:nowrap">At-risk</FONT> or Defaulted Debt Obligations</I>. Investments in debt obligations that are
at risk of or in default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as whether or to what extent the Fund should recognize market discount on a debt obligation; when the Fund may cease to accrue
interest, OID or market discount; when and to what extent the Fund may take deductions for bad debts or worthless securities and how the Fund should allocate payments received on obligations in default between principal and income. These and other
related issues will be addressed by the Fund when, as and if it invests in such obligations, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or
excise tax. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Certain Investments in REITs</I>. Any investment by the Fund in equity securities of REITs qualifying as
such under Subchapter M of the Code may result in the Fund&#146;s receipt of cash in excess of the REIT&#146;s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Common Shareholders for U.S.
federal income tax purposes. Dividends received by the Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income. Certain distributions made by the Fund attributable
to dividends received by the Fund from REITs may qualify as &#147;qualified REIT dividends&#148; in the hands of <FONT STYLE="white-space:nowrap">non-corporate</FONT> Common Shareholders, as discussed above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Mortgage-Related Securities. </I>The Fund may invest, including through investments in REITs or other pass-through
entities, in residual interests in REMICs (including by investing in residual interests in CMOs with respect to which an election to be treated as a REMIC is in effect) or equity interests in taxable mortgage pools (&#147;TMPs&#148;). Under a notice
issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of the Fund&#146;s income (including income allocated to the Fund from a REIT or other pass-through entity) that is
attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an &#147;excess inclusion&#148;) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are
</P>
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expected to provide, that excess inclusion income of a RIC will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as
if the shareholders held the related interest directly. As a result, the Fund investing in such interests may not be a suitable investment for certain <FONT STYLE="white-space:nowrap">tax-exempt</FONT> investors, as noted below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In general, excess inclusion income allocated to Common Shareholders (i)&nbsp;cannot be offset by net operating losses
(subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (&#147;UBTI&#148;) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh
plan or other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to
file a tax return and pay tax on such income, and (iii)&nbsp;in the case of a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> Common Shareholder, will not qualify for any reduction in U.S. federal withholding tax. A Common Shareholder will be
subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Restructuring, Modifying or Foreclosing Loans</I>. The Fund may restructure or modify certain <FONT
STYLE="white-space:nowrap">non-performing</FONT> loans it holds, or may foreclose on the collateral securing the loan. Any such activity could cause the Fund to recognize taxable income without a corresponding receipt of cash, which may require the
Fund to distribute cash obtained from other sources (including a sale of other portfolio securities) in order to satisfy the distribution requirement applicable to RICs and to avoid a Fund-level tax. Any such activity could also result in the Fund
receiving assets that give rise to <FONT STYLE="white-space:nowrap">non-qualifying</FONT> income for purposes of the 90% gross income test described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Foreign Currency Transactions. </I>Any transaction by the Fund in foreign currencies, foreign currency-denominated debt
obligations or certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign
currency concerned. Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such
ordinary income treatment may accelerate Fund distributions to Common Shareholders and increase the distributions taxed to Common Shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by the Fund to offset
income or gains earned in subsequent taxable years. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Passive Foreign Investment Companies</I>. The Fund&#146;s
investments that are treated as equity investments for federal income tax purposes in certain PFICs could potentially subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on
proceeds received from the disposition of shares in the company. This tax cannot be eliminated by making distributions to Common Shareholders. However, the Fund may elect to avoid the imposition of this tax. For example, the Fund may elect to treat
a PFIC as a qualified electing fund (<I>i.e.</I>, make a &#147;QEF election&#148;), in which case the Fund will be required to include its share of the PFIC&#146;s income and net capital gains annually, regardless of whether it receives any
distribution from the PFIC. The Fund also may make an election to mark the gains (and to a limited extent losses) in such holdings to the market as though it had sold (and, solely for purposes of this <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">mark-to-market</FONT></FONT> election, repurchased) its holdings in those PFICs on the last day of the Fund&#146;s taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid
taxation. Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and
affect the Fund&#146;s total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income. If the Fund indirectly invests in PFICs by virtue of the Fund&#146;s investment in other funds, it may not make such PFIC
elections; rather, the underlying funds directly investing in the PFICs would decide whether to make such elections. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges
described above in some instances. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Tax Credit Bonds</I>. If the Fund holds, directly or indirectly, one or more
&#147;tax credit bonds&#148; issued on or before December&nbsp;31, 2017 on one or more applicable dates during a taxable year, it is possible that the Fund will elect to permit its Common Shareholders to claim a tax credit on their income tax
returns equal to each Common Shareholder&#146;s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, a Common Shareholder will be deemed to receive a distribution of money with
respect to its Fund shares equal to the Common Shareholder&#146;s proportionate share of the amount of such credits and be allowed a credit against the Common </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">94 </P>


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Shareholder&#146;s U.S. federal income tax liability equal to the amount of such deemed distribution, subject to certain limitations imposed by the Code on the credits involved. Even if the Fund
is eligible to pass through such tax credits to Common Shareholders, the Fund may choose not to do so. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Options and
Futures. </I>In general, option premiums received by the Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers
or otherwise terminates the option (for example, through a closing transaction). If a call option written by the Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to
(a)&nbsp;sum of the strike price and the option premium received by the Fund minus (b)&nbsp;the Fund&#146;s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If
securities are purchased by the Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect
of a termination of the Fund&#146;s obligation under an option other than through the exercise of the option will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the
Fund (if any) in terminating the transaction. Thus, for example, if an option written by the Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s options activities may include transactions constituting straddles for U.S. federal income tax purposes, that
is, that trigger the U.S. federal income tax straddle rules contained primarily in Section&nbsp;1092 of the Code. Such straddles include, for example, positions in a particular security, or an index of securities, and one or more options that offset
the former position, including options that are &#147;covered&#148; by the Fund&#146;s long position in the subject security. Very generally, where applicable, Section&nbsp;1092 requires (i)&nbsp;that losses be deferred on positions deemed to be
offsetting positions with respect to &#147;substantially similar or related property,&#148; to the extent of unrealized gain in the latter, and (ii)&nbsp;that the holding period of such a straddle position that has not already been held for the
long-term holding period be terminated and begin anew once the position is no longer part of a straddle. Options on single stocks that are not &#147;deep in the money&#148; may constitute qualified covered calls which generally, are not subject to
the straddle rules; the holding period on stock underlying qualified covered calls that are &#147;in the money&#148; although not &#147;deep in the money&#148; will be suspended during the period that such calls are outstanding. The straddle rules
and the rules governing qualified covered calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute qualified dividend income or
qualify for the dividends-received deduction to fail to satisfy the holding period requirements and therefore to be taxed as ordinary income or to fail to qualify for the dividends-received deduction, as the case may be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The tax treatment of certain positions entered into by the Fund, including regulated futures contracts, certain foreign
currency positions and certain listed <FONT STYLE="white-space:nowrap">non-equity</FONT> options, will be governed by Section&nbsp;1256 of the Code (&#147;Section&nbsp;1256 contracts&#148;). Gains or losses on Section&nbsp;1256 contracts generally
are considered 60% long-term and 40% short-term capital gains or losses (&#147;60/40&#148;), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, Section&nbsp;1256 contracts held by
the Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are treated as marked to market with the result that unrealized gains or losses are treated as though they were
realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Other
Derivatives, Hedging, and Related Transactions.</I> In addition to the special rules described above in respect of futures and options transactions, the Fund&#146;s transactions in other derivative instruments (for example, forward contracts and
swap agreements), as well as any of its other hedging, short sale or similar transactions, may be subject to one or more special tax rules (for example, notional principal contract, straddle, constructive sale, wash sale and short sale rules). These
rules may affect whether gains and losses recognized by the Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the
holding periods of the Fund&#146;s securities. These rules could therefore affect the amount, timing and/or character of distributions to Common Shareholders. In addition, the tax rules applicable to derivatives are in many cases uncertain under
current law. An adverse determination, future guidance by the IRS or U.S. Treasury regulations, in each case with potentially retroactive effect, might bear adversely on the Fund&#146;s satisfaction of the distribution or other requirements to
maintain its qualification as a RIC and avoid a Fund-level tax. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Commodity-Related Investments.</I>&nbsp;The
Fund&#146;s use of commodity-linked instruments can be limited by the Fund&#146;s intention to qualify as a RIC, and can bear on the Fund&#146;s ability to so qualify. Income and gains from certain
commodity-</P>
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linked instruments and from direct investments, if any, in commodities do not constitute qualifying income to a RIC for purposes of the 90% gross income test described above. The tax treatment of
certain other commodity-linked instruments in which the Fund might invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income to a RIC. If the Fund were to treat income or gain
from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any <FONT STYLE="white-space:nowrap">other&nbsp;non-qualifying&nbsp;income,</FONT> caused the <FONT
STYLE="white-space:nowrap">Fund&#146;s&nbsp;non-qualifying&nbsp;income</FONT> to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a RIC unless it is eligible to and does cure such failure by paying a tax at the
Fund level. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Exchange-Traded Notes.</I> The tax rules are uncertain with respect to the treatment, including timing, of
income or gains arising in respect of ETNs. An adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect the Fund&#146;s ability to satisfy the requirements for
qualifying for treatment as a RIC and to avoid a Fund-level tax. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I><FONT STYLE="white-space:nowrap">Book-Tax</FONT>
Differences.</I> Certain of the Fund&#146;s investments in derivative instruments and foreign currency-denominated instruments, and any of the Fund&#146;s transactions in foreign currencies and hedging activities, are likely to produce a difference
between its book income and the sum of its taxable income and net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income (if any). If such a difference arises, and the Fund&#146;s book income is less than the sum of its taxable income and net <FONT
STYLE="white-space:nowrap">tax-exempt</FONT> income, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment. In the alternative, if the Fund&#146;s book income exceeds the
sum of its taxable income (including realized capital gains) and net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income, the distribution (if any) of such excess generally will be treated as (i)&nbsp;a dividend to the extent of the
Fund&#146;s remaining earnings and profits (including earnings and profits arising from <FONT STYLE="white-space:nowrap">tax-exempt</FONT> income), (ii) thereafter, as a return of capital to the extent of the recipient&#146;s basis in its shares,
and (iii)&nbsp;thereafter as gain from the sale or exchange of a capital asset. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Investments in Other RICs. </I>The
Fund&#146;s investments in shares of another mutual fund, ETF or another company that qualifies as a RIC (each, an &#147;underlying RIC&#148;) can cause the Fund to be required to distribute greater amounts of net investment income or net capital
gain than the Fund would have distributed had it invested directly in the securities held by the underlying RIC, rather than in shares of the underlying RIC. Further, the amount or timing of distributions from the Fund qualifying for treatment as a
particular character (for example, long-term capital gain, exempt interest, eligibility for dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the
investment company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund receives dividends from an underlying RIC and the underlying RIC reports such dividends
as qualified dividend income, then the Fund is permitted in turn to report to its Common Shareholders a portion of its distributions as qualified dividend income, provided the Fund meets holding period and other requirements with respect to shares
of the underlying RIC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund receives dividends from an underlying RIC and the underlying RIC reports such
dividends as eligible for the dividends-received deduction, then the Fund is permitted in turn to report to its Common Shareholders its distributions derived from those dividends as eligible for the dividends-received deduction as well, provided the
Fund meets holding period and other requirements with respect to shares of the underlying RIC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If at the close of each
quarter of the Fund&#146;s taxable year, at least 50% of its total assets were to consist of interests in other RICs, the Fund would be a qualified fund of funds. In that case, the Fund would be permitted to elect to pass through to its Common
Shareholders foreign income and other similar taxes paid by the Fund in respect of foreign securities held directly by the Fund or by an underlying fund in which it invests that itself elected to pass such taxes through to shareholders, so that
Common Shareholders of the Fund would be eligible to claim a tax credit or deduction for such taxes. However, even if the Fund were to qualify to make such election for any year, it may determine not to do so. See &#147;Foreign Taxation&#148; below
for more information. Additionally, if the Fund were a qualified fund of funds, the Fund would be permitted to distribute exempt-interest dividends and thereby pass through to its Common Shareholders the
<FONT STYLE="white-space:nowrap">tax-exempt</FONT> character of any exempt-interest dividends it receives from underlying funds in which it invests, or interest on any <FONT STYLE="white-space:nowrap">tax-exempt</FONT> obligations in which it
directly invests, if any. The Fund does not expect to be able to distribute exempt-interest dividends under any other circumstances. Furthermore, even if the Fund were eligible to report any distributions as exempt-interest dividends, it provides no
assurance that it would do so. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were to own 20% or more of the voting interests of an underlying RIC,
subject to a safe harbor in respect of certain fund of funds arrangements, the Fund would be required to &#147;look through&#148; the underlying RIC to its holdings and combine the appropriate percentage (as determined pursuant to the applicable
U.S. Treasury Regulations) of the underlying RIC&#146;s assets with the Fund&#146;s assets for purposes of satisfying the 25% diversification test described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Backup Withholding </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual Common Shareholder who fails to properly furnish the Fund with a correct taxpayer
identification number, who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Backup withholding is not an additional tax. Any amounts withheld may be credited against the Common Shareholder&#146;s U.S.
federal income tax liability, provided the appropriate information is furnished to the IRS. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">Tax-Exempt</FONT>
Shareholders </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Income of a RIC that would be UBTI if earned directly by a
<FONT STYLE="white-space:nowrap">tax-exempt</FONT> entity generally will not constitute UBTI when distributed to a <FONT STYLE="white-space:nowrap">tax-exempt</FONT> shareholder of the RIC. Notwithstanding this blocking effect, a <FONT
STYLE="white-space:nowrap">tax-exempt</FONT> Common Shareholder could realize UBTI by virtue of its investment in the Fund if shares in the Fund constitute debt-financed property (within the meaning of Section&nbsp;514(b) of the Code) in the hands
of the <FONT STYLE="white-space:nowrap">tax-exempt</FONT> Common Shareholder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A
<FONT STYLE="white-space:nowrap">tax-exempt</FONT> Common Shareholder may also recognize UBTI if the Fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs as
described above, if the amount of such income recognized by the Fund exceeds the Fund&#146;s investment company taxable income (after taking into account deductions for dividends paid by the Fund). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, special tax consequences apply to charitable remainder trusts (&#147;CRTs&#148;) that invest in RICs that invest
directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in Section&nbsp;664 of the Code) that realizes any UBTI for a taxable year must pay an excise tax
annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in the Fund that recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or
one of certain other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> Common Shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of
a Common Share in the Fund that recognizes excess inclusion income, then the Fund will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such Common Shareholders at the highest federal
corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, the Fund may elect to specially allocate any such tax to the
applicable CRT, or other Common Shareholder, and thus reduce such Common Shareholder&#146;s distributions for the year by the amount of the tax that relates to such Common Shareholder&#146;s interest in the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">CRTs and other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> investors are urged to consult their tax advisers concerning
the consequences of investing in the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Sale, Exchange or Redemption of Shares </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The sale, exchange, or redemption of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a
taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of Fund shares will be treated as short-term capital gain or
loss. However, any loss realized upon a taxable disposition of Fund shares held by a Common Shareholder for six months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends received (or deemed
received) by the Common Shareholder with respect to the shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Further, all or a portion of any loss realized upon a
taxable disposition of Fund shares will be disallowed under the Code&#146;s &#147;wash sale&#148; rule if other substantially identical shares are purchased, including by means of dividend </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">97 </P>


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reinvestment, within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In certain circumstances, the Fund may redeem Common Shares. Common Shareholders who tender all shares held, or considered to
be held, by them will be treated as having sold their shares and generally will realize a capital gain or loss. If a Common Shareholder tenders fewer than all or its shares, such shareholder may be treated as having received a distribution under
Section&nbsp;301 of the Code (&#147;Section&nbsp;301 distribution&#148;) unless the redemption is treated as being either (i) &#147;substantially disproportionate&#148; with respect to such Common Shareholder or (ii)&nbsp;otherwise &#147;not
essentially equivalent to a dividend&#148; under the relevant rules of the Code. A Section&nbsp;301 distribution is not treated as a sale or exchange giving rise to a capital gain or loss, but rather is treated as a dividend to the extent supported
by the Fund&#146;s current and accumulated earnings and profits, with the excess treated as a return of capital reducing the Common Shareholder&#146;s tax basis in Fund shares, and thereafter as capital gain. Where a redeeming Common Shareholder is
treated as receiving a dividend, there is a risk that <FONT STYLE="white-space:nowrap">non-tendering</FONT> Common Shareholders whose interests in the Fund increase as a result of such tender will be treated as having received a taxable distribution
from the Fund. The extent of such risk will vary depending upon the particular circumstances of the tender offer, in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming the Common Shares; if
isolated, any such risk is likely remote. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Upon the redemption or exchange of Fund shares, the Fund or, in the case of
shares purchased through a financial intermediary, the financial intermediary may be required to provide the Common Shareholder and the IRS with cost basis and certain other related tax information about the Fund shares redeemed or exchanged. See
the Fund&#146;s Prospectus for more information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tax Shelter Reporting Regulations </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under U.S. Treasury regulations, if a Common Shareholder recognizes a loss of $2&nbsp;million or more for an individual Common
Shareholder in a single taxable year (or $4&nbsp;million or more in any combination of taxable years in which a loss transaction is entered into and the five succeeding taxable years) or $10&nbsp;million or more for a corporate Common Shareholder in
any single taxable year (or $20&nbsp;million or more in any combination of taxable years in which a loss transaction is entered into and the five succeeding taxable years), the Common Shareholder must file with the IRS a disclosure statement on Form
8886. Direct holders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting
requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer&#146;s treatment of the loss is proper. Common Shareholders should consult
their tax advisers to determine the applicability of these regulations in light of their individual circumstances. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign Taxation </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Income, proceeds and gains received by the Fund (or underlying RICs in which the Fund has invested) from sources within
foreign countries may be subject to withholding and other taxes imposed by such countries, which would decrease the Fund&#146;s yield on securities subject to such taxes. Tax treaties between certain countries and the U.S. may reduce or eliminate
such taxes. This will decrease the Fund&#146;s yield on securities subject to such taxes. If more than 50% of the value of the Fund&#146;s total assets at the close of a taxable year consists of securities of foreign corporations, the Fund will be
eligible to elect to pass through to Common Shareholders foreign income taxes that it pays. If this election is made, Common Shareholders will be required to include their share of those taxes in gross income as a distribution from the Fund and
generally will be allowed to claim a credit (or a deduction, if the Common Shareholder itemizes deductions) for such amounts on their federal U.S. income tax return, subject to certain limitations. If the Fund were a qualified fund of funds, it
would be permitted to elect to pass through to its Common Shareholders foreign taxes it has paid or foreign taxes passed through to it by any underlying fund that itself elected to pass through such taxes to shareholders (see &#147;&#151;Investments
in Other RICs&#148; above). Even if the Fund is eligible to make such an election for a given year, it may determine not to do so. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign
Shareholders </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Distributions by the Fund to a Common Shareholder that are not &#147;U.S. persons&#148; within the
meaning of the Code (&#147;foreign shareholders&#148;) properly reported by the Fund as (1)&nbsp;Capital Gain Dividends, (2)&nbsp;short-term capital gain dividends (3)&nbsp;interest-related dividends, each as defined and subject to certain
conditions described below, and (4)&nbsp;exempt-interest </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">98 </P>


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dividends generally are not subject to withholding of U.S. federal income tax (though such exempt interest dividends may be subject to backup withholding). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In general, the Code defines (1) &#147;short-term capital gain dividends&#148; as distributions of net short-term capital
gains in excess of net long-term capital losses and (2) &#147;interest-related dividends&#148; as distributions from U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual
foreign shareholder, in each case to the extent such distributions are properly reported as such by the Fund in a written notice to Common Shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to
(A)&nbsp;distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B)&nbsp;distributions attributable to gain that is treated
as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests (&#147;USRPIs&#148;) as described below. The exception
to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (A)&nbsp;that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B)&nbsp;to the extent that the dividend
is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C)&nbsp;that is within certain foreign countries that have inadequate information exchange with the United States,
or (D)&nbsp;to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation. If the Fund invests in another underlying RIC
that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to foreign shareholders. The Fund is permitted to report such part of its dividends as are
eligible, to be treated as short-term capital gain or interest-related dividends, but is not required to do so. In the case of shares held through an intermediary, the intermediary is permitted to withhold even if the Fund reports all or a portion
of a payment as a short-term capital gain or an interest-related dividend to Common Shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign shareholders
should contact their intermediaries regarding the application of these rules to their accounts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Distributions by the Fund
to foreign shareholders other than Capital Gain Dividends, short-term capital gain dividends, interest-related dividends and exempt-interest dividends (<I>e.g.</I>, dividends attributable to dividend and foreign source interest income or to
short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A foreign shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for
losses) realized on the sale of Common Shares unless (i)&nbsp;such gain is effectively connected with the conduct by the foreign shareholder of a trade or business within the United States, (ii)&nbsp;in the case of a foreign shareholder that is an
individual, the Common Shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (iii)&nbsp;the special rules relating to gain attributable
to the sale or exchange of USRPIs apply to the foreign shareholder&#146;s sale of Common Shares (as described below). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Subject to certain exceptions (for example, for a fund that is a &#147;United States real property holding corporation&#148;
as described below), the Fund is generally not required to withhold on the amount of a <FONT STYLE="white-space:nowrap">non-dividend</FONT> distribution (<I>i.e.</I>, a distribution that is not paid out of the Fund&#146;s current or accumulated
earnings and profits for the applicable taxable year) when paid to its foreign shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign shareholders with
respect to whom income from the Fund is effectively connected with a trade or business conducted by the foreign shareholder within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the
graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in Common Shares and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a
foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by
the Common Shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult
their tax advisers. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">99 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Special rules would apply if the Fund were a qualified investment entity
(&#147;QIE&#148;) because it is either a U.S. real property holding corporation (&#147;USRPHC&#148;) or would be a USRPHC but for the operation of certain exceptions to the definition of USRPIs described below. Very generally, a USRPHC is a domestic
corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation&#146;s USRPIs, interests in real property located outside the United States, and other trade or business
assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity that has been a USRPHC in the last five years (a &#147;former USRPHC&#148;). If
the Fund holds, directly or indirectly, significant interests in REITs, it may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs that are QIEs,
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">not-greater-than-10%</FONT></FONT> interests in publicly traded classes of stock in REITs and
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">not-greater-than-5%</FONT></FONT> interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not apply for purposes of determining whether
the Fund is a QIE. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If an interest in the Fund were a USRPI, the Fund would be required to withhold U.S. tax on the
proceeds of a redemption of Common Shares by a <FONT STYLE="white-space:nowrap">greater-than-5%</FONT> foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes
due in connection with the redemption. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Moreover, if the Fund were a USRPHC or, very generally, had been one in the last
five years, it would be required to withhold on amounts distributed to a <FONT STYLE="white-space:nowrap">greater-than-5%</FONT> foreign shareholder to the extent such amounts would not be treated as a dividend, <I>i.e</I>. are in excess of the
Fund&#146;s current and accumulated earnings and profits for the applicable taxable year. Such withholding generally is not required if the Fund is a domestically controlled QIE. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Fund were a QIE, under a special &#147;look-through&#148; rule, any distributions by the Fund to a foreign shareholder
(including, in certain cases, distributions made by the Fund in redemption of its shares) attributable directly or indirectly to (i)&nbsp;distributions received by the Fund from a lower-tier RIC or REIT that the Fund is required to treat as USRPI
gain in its hands and (ii)&nbsp;gains realized on the disposition of USRPIs by the Fund would retain their character as gains realized from USRPIs in the hands of the Fund&#146;s foreign shareholder and would be subject to U.S. tax withholding. In
addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of
such withholding and character of such distributions (for example, as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholder&#146;s current and past ownership of the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign shareholders of the Fund also may be subject to &#147;wash sale&#148; rules to prevent the avoidance of the <FONT
STYLE="white-space:nowrap">tax-filing</FONT> and -payment obligations discussed above through the sale and repurchase of Fund shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries,
concerning the application of these rules to their investment in the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In order to qualify for any exemptions from
withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must comply with special certification and filing requirements relating to its <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> status (including, in general, furnishing an IRS Form <FONT STYLE="white-space:nowrap">W-8BEN,</FONT> <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">W-8BEN-E</FONT></FONT> or substitute
form). Foreign shareholders should consult their tax advisers in this regard. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Special rules (including withholding and
reporting requirements) apply to foreign partnerships and those holding Fund shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Fund shares through foreign entities should
consult their tax advisers about their particular situation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A foreign shareholder may be subject to state and local tax
and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above. Foreign shareholders should consult their own tax advisers for more information about their particular situation, including possible other federal,
state, local, and, foreign tax consequences of investing in the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Common Shareholders Reporting Obligations With Respect to Foreign Bank and
Financial Accounts </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Common Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of the
Fund by vote or value could be required to report annually their financial interest in the Fund&#146;s foreign financial accounts, if any, on </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">100 </P>


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FinCEN Form 114, Report of Foreign Bank and Financial Accounts. Common Shareholders should consult a tax adviser, or if holding shares through an intermediary, their intermediary, regarding the
applicability to them of this reporting requirement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Other Reporting and Withholding Requirements </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, &#147;FATCA&#148;)
generally require the Fund to obtain information sufficient to identify the status of each of its Common Shareholders under FATCA or under an applicable intergovernmental agreement (an &#147;IGA&#148;) between the United States and a foreign
government. If a Common Shareholder fails to provide this information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that Common Shareholder on ordinary dividends
it pays. The IRS and U.S. Treasury have issued proposed regulations providing that these withholding rules will not be applicable to the gross proceeds of a redemption of Common Shares or Capital Gain Dividends the Fund pays. If a payment by the
Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above (<I>e.g.</I>, short-term capital gain dividends
and interest-related dividends). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Each prospective investor is urged to consult its tax adviser regarding the
applicability of FATCA and any other reporting requirements with respect to the prospective investor&#146;s own situation, including investments through an intermediary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>General Considerations </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The U.S. federal income tax discussion set forth above is for general information only. Prospective investors should consult
their tax advisers regarding the specific federal tax consequences of purchasing, holding, and disposing of Common Shares, as well as the effects of state, local, foreign, and other tax law and any proposed tax law changes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_11"></A>CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSEMENT AGENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">State Street Bank and Trust Company, 1 Iron Street, Boston, MA 02210, serves as custodian for assets of the Fund and performs
custodial services on behalf of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">USBGFS, 777 E. Wisconsin Avenue Milwaukee, WI 53202, serves as the fund
accountant, administrator, transfer agent, registrar and dividend disbursement agent for the Common Shares, as well as agent for the Dividend Reinvestment Plan relating to the Common Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_12"></A>INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:3%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Deloitte&nbsp;&amp; Touche LLP, 695 Town Center Drive, Suite 1000, Costa Mesa California 92626, serves as independent
registered public accounting firm, providing audit services for the Fund. Deloitte Tax LLP provides tax return preparation services for the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_13"></A>INCORPORATION OF CERTAIN INFORMATION BY REFERENCE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to rules issued by the SEC as a part of the Securities Offering Reform for
<FONT STYLE="white-space:nowrap">Closed-End</FONT> Investment Companies, the Fund is permitted to &#147;incorporate by reference&#148; information filed with the SEC, which means that the Fund can disclose important information to shareholders by
referring to those documents. Information incorporated by reference is considered to be part of this SAI, and later information the Fund files with the SEC will automatically update and supersede this information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The documents listed below, and any reports and other documents subsequently filed with the SEC pursuant to
Section&nbsp;30(b)(2) of the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering will also be incorporated by reference into this SAI and deemed to be part of this SAI from the date of the
filing of such reports and documents: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">101 </P>


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<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <FONT COLOR="#0000ff"><U><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312520155933/d895260dncsrs.htm">Semi-Annual
 Report</A></U></FONT> on Form <FONT STYLE="white-space:nowrap">N-CSR,</FONT> filed on May&nbsp;29, 2020; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <FONT COLOR="#0000ff"><U><A HREF="http://www.sec.gov/Archives/edgar/data/1525201/000089418920000180/def14a.htm">Proxy
 Statement</A></U></FONT> on Form <FONT STYLE="white-space:nowrap">DEF-14A,</FONT> filed on January&nbsp;10, 2020; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <FONT COLOR="#0000ff"><U><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312519305174/d776049dncsr.htm">Annual
 Report</A></U></FONT> on Form <FONT STYLE="white-space:nowrap">N-CSR,</FONT> filed on December&nbsp;3, 2019; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Fund&#146;s <FONT COLOR="#0000ff"><U><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513152467/d520395d8a12b.htm">description
 of Common Shares</A></U></FONT> on Form <FONT STYLE="white-space:nowrap">8-A,</FONT> filed on April&nbsp;12, 2013. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Fund&#146;s periodic reports filed pursuant to Section&nbsp;30(b)(2) of the 1940 Act and Sections 13 or 15(d) of the
Exchange Act, as well as this SAI are available on the Fund&#146;s website at <U>www.doublelinefunds.com</U>. Other information contained on the website is not incorporated into this SAI and you should not consider information contained on the
website to be part of this SAI. You may also request a copy of these filings (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents) and any other information incorporated by reference into the
Prospectus or this SAI upon written or oral request at no cost by contacting your financial intermediary if you invest through a financial intermediary. If you are a direct investor, you may call <FONT STYLE="white-space:nowrap">877-DLINE11</FONT> <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">(877-354-6311),</FONT></FONT> send an email request to <U>fundinfo@doubleline.com</U> or write to the Fund at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the SEC maintains a website at <U>www.sec.gov</U> that contains these reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC, including the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">102 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_14"></A>FINANCIAL STATEMENTS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Audited financial statements for the Fund as of September&nbsp;30, 2019 and unaudited financial statements for the Fund as of March&nbsp;31,
2020, including the notes thereto, and the reports of Deloitte&nbsp;&amp; Touche LLP thereon, as applicable, are incorporated herein by reference from the Fund&#146;s September&nbsp;30, 2019 <FONT
STYLE="font-family:Times New Roman; font-size:10pt" COLOR="#0000ff"><U><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312519305174/d776049dncsr.htm">annual report</A></U></FONT><FONT STYLE="font-family:Times New Roman"> and
March&nbsp;31, 2020 </FONT><FONT STYLE="font-family:Times New Roman; font-size:10pt" COLOR="#0000ff"><U><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312520155933/d895260dncsrs.htm">semi-annual report</A></U></FONT><FONT
STYLE="font-family:Times New Roman">. </FONT></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">103 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_15"></A>APPENDIX A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Procedures for Shareholders to Submit Nominee Candidates </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(As of August&nbsp;24, 2011, as amended February&nbsp;27, 2013) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A shareholder of the Trust, or of any series thereof, if applicable, must follow the following procedures in order to submit properly a
nominee recommendation for the Committee&#146;s consideration. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The shareholder must submit any such recommendation (a &#147;<U>Shareholder Recommendation</U>&#148;) in
writing to the Trust, to the attention of the Trust&#146;s Secretary, at the address of the principal executive offices of the Trust. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive
offices of the Trust not less than sixty (60)&nbsp;calendar days nor more than ninety (90)&nbsp;calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election.
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Shareholder Recommendation must include: (i)&nbsp;a statement in writing setting forth (A)&nbsp;the name, age, date
of birth, business address, residence address and nationality of the person recommended by the shareholder (the &#147;<U>candidate</U>&#148;); (B) the number of all shares of the Trust (including the series and class, if applicable) owned of record
or beneficially by the candidate, as reported to such shareholder by the candidate; (C)&nbsp;any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f)&nbsp;of Item 401 of
Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> or paragraph (b)&nbsp;of Item 22 of Rule <FONT STYLE="white-space:nowrap">14a-101</FONT> (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the &#147;<U>Exchange
Act</U>&#148;), adopted by the Securities and Exchange Commission (or the corresponding provisions of any applicable regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency with jurisdiction related
to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election
of directors pursuant to Section&nbsp;14 of the Exchange Act and the rules and regulations promulgated thereunder or any other applicable law or regulation; and (E)&nbsp;whether the recommending shareholder believes that the candidate is or will be
an &#147;interested person&#148; of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an &#147;interested person,&#148; information regarding the candidate that will be sufficient for the Trust to make such
determination; (ii)&nbsp;the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii)&nbsp;the recommending shareholder&#146;s name as it appears on the Trust&#146;s books; (iv)&nbsp;the number
of all shares of the Trust (including the series and class, if applicable) owned beneficially and of record by the recommending shareholder; (v)&nbsp;a complete description of all arrangements or understandings between the recommending shareholder
and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder, and (vi)&nbsp;a brief description of the candidate&#146;s relevant background and
experience for membership on the Board, such as qualification as an audit committee financial expert. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine
the eligibility of such candidate to serve as a Trustee of the Trust. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-1 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="sai920962_16"></A>APPENDIX B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Proxy Voting Guidelines </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The proxy voting
decisions set forth below refer to proposals by company management except for the categories of &#147;Shareholder Proposals&#148; and &#147;Social Issue Proposals.&#148; The voting decisions in these latter two categories refer to proposals by
outside shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Governance </U></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For trustee nominees in uncontested elections </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For management nominees in contested elections </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For ratifying auditors, except against if the previous auditor was dismissed because of a disagreement with the
company or if the fees for <FONT STYLE="white-space:nowrap">non-audit</FONT> services exceed 51% of total fees </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For changing the company name </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For approving other business </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adjourning the meeting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For technical amendments to the charter and/or bylaws </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For approving financial statements </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Capital Structure </U></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For increasing authorized common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For decreasing authorized common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending authorized common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For the issuance of common stock, except against if the issued common stock has superior voting rights
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For approving the issuance or exercise of stock warrants </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For authorizing preferred stock, except against if the board has unlimited rights to set the terms and conditions
of the shares </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For increasing authorized preferred stock, except against if the board has unlimited rights to set the terms and
conditions of the shares </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For decreasing authorized preferred stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For canceling a class or series of preferred stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending preferred stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For issuing or converting preferred stock, except against if the shares have voting rights superior to those of
other shareholders </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For eliminating preemptive rights </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For creating or restoring preemptive rights </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against authorizing dual or multiple classes of common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For eliminating authorized dual or multiple classes of common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending authorized dual or multiple classes of common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For increasing authorized shares of one or more classes of dual or multiple classes of common stock, except
against if it will allow the company to issue additional shares with superior voting rights </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For a stock repurchase program </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For a stock split </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For a reverse stock split, except against if the company does not intend to proportionally reduce the number of
authorized shares </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Mergers and Restructuring </U></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For merging with or acquiring another company </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For recapitalization </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For restructuring the company </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For bankruptcy restructurings </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For liquidations </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For reincorporating in a different state </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For spinning off certain company operations or divisions </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For the sale of assets </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-1 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against eliminating cumulative voting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting cumulative voting </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Board of Trustees </U></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For limiting the liability of trustees </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For setting the board size </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For allowing the trustees to fill vacancies on the board without shareholder approval </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against giving the board the authority to set the size of the board as needed without shareholder approval
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For a proposal regarding the removal of trustees, except against if the proposal limits the removal of trustees
to cases where there is legal cause </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For <FONT STYLE="white-space:nowrap">non-technical</FONT> amendments to the company&#146;s certificate of
incorporation, except against if an amendment would have the effect of reducing shareholders&#146; rights </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For <FONT STYLE="white-space:nowrap">non-technical</FONT> amendments to the company&#146;s bylaws, except against
if an amendment would have the effect of reducing shareholder&#146;s rights </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Anti-Takeover Provisions </U></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against a classified board </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against amending a classified board </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For repealing a classified board </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against ratifying or adopting a shareholder rights plan (poison pill) </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against redeeming a shareholder rights plan (poison pill) </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against eliminating shareholders&#146; right to call a special meeting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against limiting shareholders&#146; right to call a special meeting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For restoring shareholders&#146; right to call a special meeting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against eliminating shareholders&#146; right to act by written consent </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against limiting shareholders&#146; right to act by written consent </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For restoring shareholders&#146; right to act by written consent </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against establishing a supermajority vote provision to approve a merger or other business combination
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending a supermajority vote provision to approve a merger or other business combination, except against if
the amendment would increase the vote required to approve the transaction </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For eliminating a supermajority vote provision to approve a merger or other business combination
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against adopting supermajority vote requirements <FONT STYLE="white-space:nowrap">(lock-ins)</FONT> to change
certain bylaw or charter provisions </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against amending supermajority vote requirements <FONT STYLE="white-space:nowrap">(lock-ins)</FONT> to change
certain bylaw or charter provisions </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For eliminating supermajority vote requirements <FONT STYLE="white-space:nowrap">(lock-ins)</FONT> to change
certain bylaw or charter provisions </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against expanding or clarifying the authority of the board of trustees to consider factors other than the
interests of shareholders in assessing a takeover bid </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against establishing a fair price provision </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against amending a fair price provision </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For repealing a fair price provision </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For limiting the payment of greenmail </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against adopting advance notice requirements </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For opting out of a state takeover statutory provision </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against opt into a state takeover statutory provision </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Compensation </U></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting a stock incentive plan for employees, except if the plan dilution is more than 5% of outstanding
common stock or if the potential dilution from all company plans, including the one proposed, is more than 10% of outstanding common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending a stock incentive plan for employees, except if the minimum potential dilution from all company
plans, including the one proposed, is more than 10% of outstanding common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adding shares to a stock incentive plan for employees, except if the plan dilution is more than 5% of
outstanding common stock or if the potential dilution from all company plans, including the one proposed, is more than 10% of outstanding common stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For limiting <FONT STYLE="white-space:nowrap">per-employee</FONT> option awards </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For extending the term of a stock incentive plan for employees </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-2 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting a stock incentive plan for <FONT STYLE="white-space:nowrap">non-employee</FONT> trustees, except if
the plan dilution is more than 5% of outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of outstanding common equity </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending a stock incentive plan for <FONT STYLE="white-space:nowrap">non-employee</FONT> trustees, except if
the minimum potential dilution from all plans, including the one proposed, is more than 10% of outstanding common equity </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adding shares to a stock incentive plan for <FONT STYLE="white-space:nowrap">non-employee</FONT> trustees,
except if the plan dilution is more than 5% of outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting an employee stock purchase plan, except against if the proposed plan allows employees to purchase
stock at prices of less than 85% of the stock&#146;s fair market value </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending an employee stock purchase plan, except against if the proposal allows employees to purchase stock
at prices of less than 85% of the stock&#146;s fair market value </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adding shares to an employee stock purchase plan, except against if the proposed plan allows employees to
purchase stock at prices of less than 85% of the stock&#146;s fair market value </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting a stock award plan, except if the plan dilution is more than 5% of the outstanding common equity or
if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending a stock award plan, except against if the amendment shortens the vesting requirements or lessens the
performance requirements </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adding shares to a stock award plan, except if the plan dilution is more than 5% of the outstanding common
equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting a stock award plan for <FONT STYLE="white-space:nowrap">non-employee</FONT> trustees, except if the
plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending a stock award plan for <FONT STYLE="white-space:nowrap">non-employee</FONT> trustees, except if the
minimum potential dilution from all plans is more than 10% of the outstanding common equity. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adding shares to a stock award plan for <FONT STYLE="white-space:nowrap">non-employee</FONT> trustees, except
if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For approving an annual bonus plan </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting a savings plan </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For granting a <FONT STYLE="white-space:nowrap">one-time</FONT> stock option or stock award, except if the plan
dilution is more than 5% of the outstanding common equity </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting a deferred compensation plan </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For approving a long-term bonus plan </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For approving an employment agreement or contract </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending a deferred compensation plan </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending an annual bonus plan </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For reapproving a stock option plan or bonus plan for purposes of OBRA </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For amending a long-term bonus plan </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Shareholder Proposals </U></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For requiring shareholder ratification of auditors </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring the auditors to attend the annual meeting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against limiting consulting by auditors </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring the rotation of auditors </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against restoring preemptive rights </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking the company to study sales, spin-offs, or other strategic alternatives </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking the board to adopt confidential voting and independent tabulation of the proxy ballots
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to refrain from counting abstentions and broker
<FONT STYLE="white-space:nowrap">non-votes</FONT> in vote tabulations </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against eliminating the company&#146;s discretion to vote unmarked proxy ballots. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For providing equal access to the proxy materials for shareholders </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring a majority vote to elect trustees </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-3 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring the improvement of annual meeting reports </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against changing the annual meeting location </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against changing the annual meeting date </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the board to include more women and minorities as trustees. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against seeking to increase board independence </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against limiting the period of time a trustee can serve by establishing a retirement or tenure policy
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring minimum stock ownership by trustees </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against providing for union or employee representatives on the board of trustees </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For increasing disclosure regarding the board&#146;s role in the development and monitoring of the company&#146;s
long-term strategic plan </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For creating a nominating committee of the board </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against urging the creation of a shareholder committee </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking that the chairman of the board of trustees be chosen from among the ranks of the <FONT
STYLE="white-space:nowrap">non-employee</FONT> trustees </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking that a lead trustee be chosen from among the ranks of the
<FONT STYLE="white-space:nowrap">non-employee</FONT> trustees </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For adopting cumulative voting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring trustees to place a statement of candidacy in the proxy statement </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring the nomination of two trustee candidates for each open board seat </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against making trustees liable for acts or omissions that constitute a breach of fiduciary care resulting from a
trustee&#146;s gross negligence and/or reckless or willful neglect </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For repealing a classified board </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the board to redeem or to allow shareholders to vote on a poison pill shareholder rights plan
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against repealing fair price provisions </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For restoring shareholders&#146; right to call a special meeting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For restoring shareholders&#146; right to act by written consent </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For limiting the board&#146;s discretion to issue targeted share placements or requiring shareholder approval
before such block placements can be made </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For seeking to force the company to opt out of a state takeover statutory provision </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against reincorporating the company in another state </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For limiting greenmail payments </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against advisory vote on compensation </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against restricting executive compensation </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For enhancing the disclosure of executive compensation </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against restricting trustee compensation </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against capping executive pay </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against calling for trustees to be paid with company stock </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against calling for shareholder votes on executive pay </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against calling for the termination of trustee retirement plans </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to review, report on, and/or link executive compensation to <FONT
STYLE="white-space:nowrap">non-financial</FONT> criteria, particularly social criteria </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against seeking shareholder approval to reprice or replace underwater stock options </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For banning or calling for a shareholder vote on future golden parachutes </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against seeking to award performance-based stock options </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against establishing a policy of expensing the costs of all future stock options issued by the company in the
company&#146;s annual income statement </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requesting that future executive compensation be determined without regard to any pension fund income
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against approving extra benefits under Supplemental Executive Retirement Plans (SERPs) </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring option shares to be held </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For creating a compensation committee </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requiring that the compensation committee hire its own independent compensation consultants-separate from
the compensation consultants working with corporate <FONT STYLE="white-space:nowrap">management-to</FONT> assist with executive compensation issues </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For increasing the independence of the compensation committee </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For increasing the independence of the audit committee </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For increasing the independence of key committees </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-4 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Social Issue Proposals </U></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to develop or report on human rights policies </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to limit or end operations in Burma </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to review operations in Burma </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to certify that company operations are free of forced labor </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to implement and/or increase activity on each of the principles of the U.S. Business
Principles for Human Rights of Workers in China. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to develop social, economic, and ethical criteria that the company could use to
determine the acceptability of military contracts and to govern the execution of the contracts </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to create a plan of converting the company&#146;s facilities that are dependent on
defense contracts toward production for commercial markets </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to report on the company&#146;s government contracts for the development of ballistic
missile defense technologies and related space systems </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to report on the company&#146;s foreign military sales or foreign offset activities
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to limit or end nuclear weapons production </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to review nuclear weapons production </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to establish shareholder-designated contribution programs </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to limit or end charitable giving </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking the company to increase disclosure of political spending and activities </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to limit or end political spending </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For requesting disclosure of company executives&#146; prior government service </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requesting affirmation of political nonpartisanship </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to report on or change tobacco product marketing practices, except against if the proposal
calls for action beyond reporting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against severing links with the tobacco industry </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to review or reduce tobacco harm to health </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to review or promote animal welfare, except against if the proposal calls for action beyond
reporting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking the company to report or take action on pharmaceutical drug pricing or distribution, except against if
the proposal asks for more than a report </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to take action on embryo or fetal destruction </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking the company to review or report on nuclear facilities or nuclear waste, except against if the proposal
asks for cessation of nuclear-related activities or other action beyond reporting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking the company to review its reliance on nuclear and fossil fuels, its development or use of solar and
wind power, or its energy efficiency, except vote against if the proposal asks for more than a report. </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to endorse the Ceres principles </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking the company to control generation of pollutants, except against if the proposal asks for action beyond
reporting or if the company reports its omissions and plans to limit their future growth or if the company reports its omissions and plans to reduce them from established levels </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking the company to report on its environmental impact or plans, except against if management has issued a
written statement beyond the legal minimum </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to report or take action on climate change, except against if management acknowledges a
global warming threat and has issued company policy or if management has issued a statement and committed to targets and timetables or if the company is not a major emitter of greenhouse gases </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to report on, label, or restrict sales of bioengineered products, except against if the
proposal asks for action beyond reporting or calls for a moratorium on sales of bioengineered products </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to preserve natural habitat </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to review its developing country debt and lending criteria and to report to
shareholders on its findings </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against requesting the company to assess the environmental, public health, human rights, labor rights, or other
socioeconomic impacts of its credit decisions </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For requesting reports and/or reviews of plans and/or policies on fair lending practices, except against if the
proposal calls for action beyond reporting </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-5 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to establish committees to consider issues related to facilities closure and
relocation of work </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to report on the company&#146;s affirmative action policies and programs, including
releasing its <FONT STYLE="white-space:nowrap">EEO-1</FONT> forms and providing statistical data on specific positions within the company, except against if the company releases its <FONT STYLE="white-space:nowrap">EEO-1</FONT> reports
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to drop sexual orientation from EEO policy </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to adopt a sexual orientation
<FONT STYLE="white-space:nowrap">non-discrimination</FONT> policy </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to report on or review Mexican operations </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to adopt standards for Mexican operations </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to review or implement the MacBride principles </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking the company to encourage its contractors and franchisees to implement the MacBride principles
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For asking management to report on or review its global labor practices or those of its contractors, except
against if the company already reports publicly using a recognized standard or if the resolution asks for more than a report </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Against asking management to adopt, implement, or enforce a global workplace code of conduct based on the
International Labor Organization&#146;s core labor conventions </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">For requesting reports on sustainability, except against if the company has already issued a report in GRI format
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-6 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PART C </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OTHER INFORMATION </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;25.
Financial Statements and Exhibits </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


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<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Financial Statements</P></TD></TR>
<TR STYLE="font-size:1pt">
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<TD HEIGHT="16" COLSPAN="4"></TD></TR>
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<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Included in Part A: Financial highlights for the fiscal period ended March&nbsp;31, 2020; the fiscal years ended
September&nbsp;30, 2019, 2018, 2017, 2016, 2015 and 2014; and the fiscal period ended September&nbsp;30, 2013.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt" align="left">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Incorporated into Parts A and B by reference to Registrant&#146;s most recent <A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312520155933/d895260dncsrs.htm">semi-annual
 shareholder repor</A>t on Form <FONT STYLE="white-space:nowrap">N-CSR,</FONT> filed May&nbsp;29, 2020 (File No.&nbsp;811-22791): Schedule of Investments as of March&nbsp;31, 2020; Statement of Assets and Liabilities as of March&nbsp;31, 2020;
Statement of Operations for the fiscal period ended March&nbsp;31, 2020; Statement of Changes in Net Assets for the fiscal period ended March&nbsp;31, 2020 and the fiscal year ended September&nbsp;30, 2019; Statement of Cash Flows for the fiscal
period ended March&nbsp;31, 2020; Notes to Financial Statements.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt" align="left">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Incorporated into Parts A and B by reference to Registrant&#146;s most recent <A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312519305174/d776049dncsr.htm">annual
 shareholder report</A> on Form <FONT STYLE="white-space:nowrap">N-CSR,</FONT> filed December&nbsp;3, 2019 (File No.&nbsp;811-22791): Schedule of Investments as of September&nbsp;30, 2019; Statement of Assets and Liabilities as of September&nbsp;30,
2019; Statement of Operations for the fiscal year ended September&nbsp;30, 2019; Statement of Changes in Net Assets for the fiscal year ended September&nbsp;30, 2019 and the fiscal year ended September&nbsp;30, 2018; Statement of Cash Flows for the
fiscal year ended September&nbsp;30, 2019; Notes to Financial Statements; Report of Independent Registered Public Accounting Firm.</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Exhibits</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(a)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99a1.htm">Amended and Restated Agreement
 and Declaration of Trust dated February<U></U>&nbsp;27, 2013.</A> (2)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(b)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99b1.htm">Amended and Restated Bylaws of
 Registrant dated February<U></U>&nbsp;27, 2013.</A> (2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(b)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99b2.htm">Second Amended and Restated Bylaws
 of Registrant dated March<U></U>&nbsp;19, 2013.</A> (2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(c)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Not applicable.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(d)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99a1.htm">Article III (Shares) and Article
 V (Shareholders&#146; Voting Powers and Meetings) of the Agreement and Declaration of Trust.</A> (2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(d)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99b2.htm">Article 10 (Shareholders&#146;
 Voting Powers and Meetings) of the Bylaws of Registrant.</A> (2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(d)(3)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99d3.htm">Form of Certificate for Common
 Shares of Beneficial Interest.</A> (2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(e)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99e.htm">Form of Dividend Reinvestment Plan.
</A> (2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(f)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Not applicable.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(g)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513103384/d500306dex99g.htm">Investment Management Agreement.
</A> (1)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(h)(1)</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(h)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Distribution Agreement between Registrant and Foreside Fund Services, LLC.*</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><FONT STYLE="white-space:nowrap">Sub-Placement</FONT> Agent Agreement between Foreside Fund Services, LLC and UBS Securities
LLC.*</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(i)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Not applicable.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(j)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="d920962dex99j.htm">Master Custodian Agreement between each management investment company identified on Appendix A thereto
 and State Street Bank and Trust Company, filed herewith. </A></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(k)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99k1.htm">Form of Master Services Agreement.
</A>(2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(k)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="d920962dex99k2.htm">First Amendment to the Master Services Agreement, filed herewith. </A></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(k)(3)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="d920962dex99k3.htm">Form of Second Amendment to the Master Services Agreement, filed herewith. </A></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(k)(4)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99k2.htm">Organizational and Offering Expenses
 Reimbursement Agreement.</A> (2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(k)(5)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513171232/d521340dex99k12.htm">Form of Distribution Agreement
 with TSC Distributors, LLC.</A> (4)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(l)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="d920962dex99l.htm">Opinion and Consent of Ropes&nbsp;&amp; Gray LLP, filed herewith. </A></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(m)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Not applicable.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(n)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="d920962dex99n1.htm">Opinion of Registrant&#146;s independent public accounting firm relating to outstanding senior securities,
filed herewith. </A></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(n)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="d920962dex99n2.htm">Consent of Registrant&#146;s independent public accounting firm, filed herewith.
</A></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(o)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Not applicable.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(p)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513119145/d500306dex99p.htm">Subscription Agreement.</A>
(2)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(q)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Not applicable.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(r)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="d920962dex99r1.htm">Code of Ethics of the Fund and DoubleLine Capital LP, filed herewith.
</A></P></TD></TR></TABLE>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(r)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312515390232/d14444dex99coe.htm">Code of Ethics Pursuant to Section
<U></U>&nbsp;406 of the Sarbanes-Oxley Act of 2002 for Principal Executive, Financial and Accounting Officers.</A> (5)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(s)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513103384/d500306dex99s1.htm">Power of attorney for Joseph J.
Ciprari.</A> (1)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(s)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513103384/d500306dex99s2.htm">Power of attorney for Ronald R.
Redell.</A> (1)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">(s)(3)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513103384/d500306dex99s3.htm">Power of attorney for John C. Salter.
</A> (1)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(s)(4)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><A HREF="http://www.sec.gov/Archives/edgar/data/1566388/000119312513103384/d500306dex99s4.htm">Power of attorney for Raymond B.
 Woolson.</A> (1)</P></TD></TR>
</TABLE> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:18%">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed as an exhibit to <FONT STYLE="white-space:nowrap">pre-effective</FONT>
amendment no. 1 to the Registrant&#146;s Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2,</FONT> Registration Nos. <FONT STYLE="white-space:nowrap">333-186045,</FONT> <FONT STYLE="white-space:nowrap">811-22791</FONT> (filed
March&nbsp;12, 2013). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed as an exhibit to <FONT
STYLE="white-space:nowrap">pre-effective</FONT> amendment no. 2 to the Registrant&#146;s Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2,</FONT> Registration Nos. <FONT STYLE="white-space:nowrap">333-186045,</FONT> <FONT
STYLE="white-space:nowrap">811-22791</FONT> (filed March&nbsp;21, 2013). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed as an exhibit to <FONT STYLE="white-space:nowrap">pre-effective</FONT>
amendment no. 3 to the Registrant&#146;s Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2,</FONT> Registration Nos. <FONT STYLE="white-space:nowrap">333-186045,</FONT> <FONT STYLE="white-space:nowrap">811-22791</FONT> (filed
March&nbsp;22, 2013). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed as an exhibit to <FONT
STYLE="white-space:nowrap">pre-effective</FONT> amendment no. 4 to the Registrant&#146;s Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2,</FONT> Registration Nos. <FONT STYLE="white-space:nowrap">333-186045,</FONT> <FONT
STYLE="white-space:nowrap">811-22791</FONT> (filed April&nbsp;25, 2013). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed as an exhibit to the Registrant&#146;s annual shareholder report on Form <FONT
STYLE="white-space:nowrap">N-CSR,</FONT> Registration <FONT STYLE="white-space:nowrap">No.&nbsp;811-22791</FONT> (filed December&nbsp;3, 2019). </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%" VALIGN="top" ALIGN="left">*</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">To be filed by amendment. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;26. Marketing Arrangements </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Not applicable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;27. Other Expenses of Issuance and Distribution </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The approximate expenses in connection with the offering are as follows: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="75%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="72%"></TD>

<TD VALIGN="bottom" WIDTH="11%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Registration and Filing Fees</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">64,900&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Financial Industry Regulatory Authority Fees</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">75,500&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Printing and Engraving Expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">30,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Accounting Fees and Expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Legal Fees and Expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">150,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Miscellaneous</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">&nbsp;340,400&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;28. Persons Controlled by or Under Common Control With Registrant </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">None. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;29. Number
of Holders of Securities </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Set forth below is the number of record holders as of August&nbsp;31, 2020 of each class of
securities of the Registrant: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="70%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="76%"></TD>

<TD VALIGN="bottom" WIDTH="20%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><B>Title&nbsp;of&nbsp;Class</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Number&nbsp;of&nbsp;Record<BR>Holders</B></TD></TR>


<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="padding-bottom:10pt ;"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Common Shares of Beneficial Interest</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center" STYLE="padding-bottom:10pt ;">108</TD></TR>
</TABLE>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;30. Indemnification </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Reference is made to Article VIII, Sections 1 through 4, of the Registrant&#146;s Amended and Restated Agreement and
Declaration of Trust, which is incorporated by reference herein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Trust&#146;s Amended and Restated Agreement and Declaration
of Trust, its Second Amended and Restated Bylaws or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and, therefore, is
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 trustees, officers or controlling persons of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such trustees, officers or controlling persons 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 Securities Act and will be governed by the final adjudication of such issue. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;31. Business and Other Connections of Investment Manager </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Registrant&#146;s investment adviser, DoubleLine Capital LP (the &#147;Adviser&#148;), is a Delaware limited partnership.
The list required by this Item&nbsp;31 of officers and trustees of the Adviser, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the Adviser and such officers and trustees
during the past two years, is incorporated by reference to Form ADV (SEC File <FONT STYLE="white-space:nowrap">No.&nbsp;801-70942)</FONT> filed by the Adviser pursuant to the Investment Advisers Act of 1940, as amended. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;32. Location of Accounts and Records </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">All applicable accounts, books and documents required to be maintained by the Registrant by Section&nbsp;31(a) of the 1940 Act
and the Rules promulgated thereunder are in the possession and custody of the Registrant, c/o DoubleLine Capital LP, 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071, the Registrant&#146;s administrator, U.S. Bancorp Fund Services,
LLC, P.O. Box 701, Milwaukee, WI 53201, or the Registrant&#146;s custodian, U.S. Bank, N.A., 1555 North River Center Drive, Suite 302, Milwaukee, WI 53212. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;33. Management Services </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Not applicable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;34. Undertakings </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Not applicable. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Not applicable. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The Registrant undertakes: </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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; </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that,
for the purpose of determining liability under the Securities Act to any purchaser: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;(1) if the
Registrant is relying on Rule 430B; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:11%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:11%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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)&nbsp;for the purpose of providing the information required by Section&nbsp;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 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> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if the
Registrant is subject to Rule 430C: 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, 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that for the purpose of determining liability
of the Registrant under the Securities Act to any purchaser in the initial distribution of securities: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;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>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; text-indent:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser . </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">4.&nbsp;&nbsp;&nbsp;&nbsp;The Registrant undertakes that: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(a)&nbsp;&nbsp;&nbsp;&nbsp;&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 this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was declared effective; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:6%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">(b)&nbsp;&nbsp;&nbsp;&nbsp;&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 shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the
initial bona fide offering thereof. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">5.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant&#146;s annual report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d) of the Exchange Act 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. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">6.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees,
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 Securities 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 trustee, 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 Securities Act and will be governed by the final
adjudication of such issue. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">7.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">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 an oral or written request, its prospectus or Statement of Additional Information. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">NOTICE </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A copy of the Amended
and Restated Agreement and Declaration of Trust of DoubleLine Income Solutions Fund (the &#147;Fund&#148;), together with all amendments thereto, is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Fund by any officer of the Fund as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees of the Fund or shareholders of the
Fund individually, but are binding only upon the assets and property of the Fund. </P>
</DIV></Center>


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<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, and the State of California on the 30th day of September, 2020. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="12%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">DOUBLELINE INCOME SOLUTIONS FUND</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="21"></TD>
<TD HEIGHT="21" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">By:</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><U>/s/ Ronald R.
Redell&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></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Name:</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Ronald R. Redell</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Title:</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">President and Chief Executive Officer</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
below by the following persons in the capacities and on the date indicated. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="41%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="38%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="1%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="17%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"><B><U>Name</U></B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B><U>Capacity</U></B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B><U>Date</U></B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;/s/ Ronald R. Redell</P></TD>
<TD VALIGN="bottom" ROWSPAN="2">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ROWSPAN="2">Trustee, President and Chief Executive Officer</TD>
<TD VALIGN="bottom" ROWSPAN="2">&nbsp;&nbsp;</TD>
<TD ROWSPAN="2" VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;September&nbsp;30,&nbsp;2020&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">&nbsp;Ronald R. Redell</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;/s/ Henry V. Chase</P></TD>
<TD VALIGN="bottom" ROWSPAN="2">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ROWSPAN="2">Treasurer and Principal Financial and Accounting Officer</TD>
<TD VALIGN="bottom" ROWSPAN="2">&nbsp;&nbsp;</TD>
<TD ROWSPAN="2" VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;September&nbsp;30, 2020&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">&nbsp;Henry V. Chase</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;Joseph J. Ciprari*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;September&nbsp;30, 2020</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">&nbsp;Joseph J. Ciprari</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;John C. Salter*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;September&nbsp;30, 2020</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">&nbsp;John C. Salter</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;Raymond B. Woolson*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Trustee</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&nbsp;September&nbsp;30, 2020</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">&nbsp;Raymond B. Woolson</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="10%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="89%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">*By:</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="justify">/s/ Ronald&nbsp;R.
Redell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Ronald R. Redell</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Attorney-In-Fact</FONT></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Date:&nbsp;September 30, 2020</P></TD></TR>
</TABLE>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
<h5 align="left"><a href="#toc">Table of Contents</a></h5>


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Income Solutions Fund </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Index to Exhibits </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Exhibits for Item 25
of Form <FONT STYLE="white-space:nowrap">N-2</FONT> </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="99%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TD WIDTH="13%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="84%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><U>Exhibit</U></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><U>Exhibit Name</U></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(j) </P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d920962dex99j.htm">Master Custodian Agreement between each management investment company identified on Appendix A thereto and State Street Bank and Trust Company </A></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(k)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d920962dex99k2.htm">First Amendment to the Master Services Agreement </A></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">(k)(3)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d920962dex99k3.htm">Form of Second Amendment to the Master Services Agreement </A></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">(l)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d920962dex99l.htm">Opinion and Consent of Ropes &amp; Gray LLP </A></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">(n)(1)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d920962dex99n1.htm">Opinion of Registrant&#146;s independent public accounting firm relating to outstanding senior securities </A></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">(n)(2)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d920962dex99n2.htm">Consent of Registrant&#146;s independent public accounting firm </A></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">(r)(1)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d920962dex99r1.htm">Code of Ethics of the Fund and DoubleLine Capital LP </A></TD></TR>
</TABLE></DIV>
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<TYPE>EX-99.(J)
<SEQUENCE>2
<FILENAME>d920962dex99j.htm
<DESCRIPTION>EX-99.(J)
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<TITLE>EX-99.(j)</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">Exhibit (j) </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B><U>M<SMALL>ASTER</SMALL> C<SMALL>USTODIAN</SMALL> A<SMALL>GREEMENT</SMALL></U><SMALL></SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">This Agreement is made as of November&nbsp;6, 2017 (this &#147;<B><I>Agreement</I></B>&#148;), between each management
investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a &#147;<B><I>Fund</I></B>&#148;), including, if applicable, each series of
the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and S<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL> B<SMALL>ANK</SMALL> <SMALL>AND</SMALL> T<SMALL>RUST</SMALL>
C<SMALL>OMPANY</SMALL>, a Massachusetts trust company (the &#147;<B><I>Custodian</I></B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><I>W</I><B><I><SMALL>ITNESSETH</SMALL>:</I></B><I> </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify"><B>W<SMALL>HEREAS</SMALL></B><SMALL><B></B></SMALL><B>,</B> each Fund desires for the Custodian to provide certain custodial
services relating to securities and other assets of the Fund; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman"><B>W<SMALL>HEREAS</SMALL></B><SMALL><B></B></SMALL><B>,</B> the
Custodian is willing to provide the services upon the terms contained in this Agreement; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;<U>D<SMALL>EFINITIONS</SMALL></U><SMALL></SMALL>. In addition to terms defined in
Section&nbsp;4.1 (Rule <FONT STYLE="white-space:nowrap">17f-5</FONT> and Rule <FONT STYLE="white-space:nowrap">17f-7</FONT> related definitions) or elsewhere in this Agreement, (a)&nbsp;terms defined in the UCC have the same meanings herein as
therein and (b)&nbsp;the following other terms have the following meanings for purposes of this Agreement: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>1940 Act</I></B>&#148; means the Investment Company Act of 1940, as amended from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Board</I></B>&#148; means, in relation to a Fund, the board of directors, trustees or other governing body of the
Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman">&#147;<B><I>Client Publications</I></B>&#148; means the general client publications of State Street Bank and Trust Company
available from time to time to clients and their investment managers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Deposit Account Agreement</I></B>&#148;
means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian&#146;s internet customer portal, &#147;my.statestreet.com&#148;. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Domestic securities</I></B>&#148; means securities held within the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Foreign securities</I></B>&#148; means securities held primarily outside of the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Held outside of the United States</I></B>&#148; means not held within the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Held within the United States</I></B>&#148; means (a)&nbsp;in relation to a security or other financial asset, the
security or other financial asset (i)&nbsp;is a certificated security registered in the name of the Custodian or its <FONT STYLE="white-space:nowrap">sub-custodian,</FONT> agent or nominee or is endorsed to the Custodian or its <FONT
STYLE="white-space:nowrap">sub-custodian,</FONT> agent or nominee or in blank and the security certificate is located within the United States, (ii)&nbsp;is an uncertificated security or other financial asset registered in the name of the Custodian
or its <FONT STYLE="white-space:nowrap">sub-custodian,</FONT> agent or nominee at an office located in the United States, or (iii) </P>

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has given rise to a security entitlement of which the Custodian or its <FONT STYLE="white-space:nowrap">sub-custodian,</FONT> agent or nominee is the entitlement holder against a U.S. Securities
System or another securities intermediary for which the securities intermediary&#146;s jurisdiction is within the United States, and (b)&nbsp;in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the
banking department of the Custodian or with another bank or trust company&#146;s office located in the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Investment Advisor</I></B>&#148; means, in relation to a Portfolio, the investment manager or investment advisor
of the Portfolio. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>On book currency</I></B>&#148; means (a)&nbsp;U.S. dollars or (b)&nbsp;a foreign currency
that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Portfolio</I></B>&#148; means (a)&nbsp;in relation to a Fund that is a series organization, a series of the
Fund and (b)&nbsp;in relation to a Fund that is not a series organization, the Fund itself. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Portfolio
Interests</I></B>&#148; means beneficial interests in a Portfolio. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Proper Instructions</I></B>&#148; means
instructions in accordance with Section&nbsp;9 received by the Custodian from a Fund, the Fund&#146;s Investment Advisor, or an individual or organization duly authorized by the Fund or the Investment Advisor. The term includes standing
instructions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>SEC</I></B>&#148; means the U.S. Securities and Exchange Commission. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:11.5pt; font-family:Times New Roman">&#147;<B><I>Series organization</I></B>&#148; means an organization that, pursuant to the statute under which the organization is organized,
has the following characteristics: (a)&nbsp;the organic record of the organization provides for creation by the organization of one or more series (however denominated) with respect to specified property of the organization, and provides for records
to be maintained for each series that identify the property of or associated with the series, (b)&nbsp;debt incurred or existing with respect to the activities of, or property of or associated with a particular series is enforceable against the
property of or associated with the series only, and not against the property of or associated with the organization or of other series of the organization, and (c)&nbsp;debt incurred or existing with respect to the activities or property of the
organization is enforceable against the property of the organization only, and not against the property of or associated with any series of the organization. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:11.5pt; font-family:Times New Roman">&#147;<B><I>UCC</I></B>&#148; means the Uniform Commercial Code of the Commonwealth of Massachusetts as in effect from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman">&#147;<B><I>Underlying Portfolios</I></B>&#148; means a group of investment companies as defined in Section&nbsp;12(d)(1)(F) of the 1940 Act.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman">&#147;<B><I>Underlying Shares&#148;</I></B> means shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other
registered &#147;investment companies&#148; (as defined in Section&nbsp;3(a)(1) of the 1940 Act), whether or not in the same &#147;group of investment companies&#148; (as defined in Section&nbsp;12(d)(1)(G)(ii) of the 1940 Act). </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Underlying Transfer Agent</I></B>&#148; means State Street Bank and
Trust Company or such other organization which may from time to time be appointed by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman">&#147;<B><I>U.S. Securities System</I></B>&#148; means a securities depository or book-entry system authorized by the U.S. Department of the
Treasury or a &#147;clearing corporation&#148; as defined in <FONT STYLE="white-space:nowrap">Section&nbsp;8-102</FONT> of the UCC. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;<U>E</U><U><SMALL>MPLOYMENT</SMALL> <SMALL>OF</SMALL>
C<SMALL>USTODIAN</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>
2.1&nbsp;&nbsp;&nbsp;&nbsp;<U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>. Each Fund hereby employs the Custodian as a custodian of (a)&nbsp;securities and cash of each of the Portfolios and (b)&nbsp;other assets of each of the Portfolios that the
Custodian agrees to treat as financial assets. Each Fund, on behalf of each of its Portfolios, agrees to deliver to the Custodian (i)&nbsp;all securities and cash of the Portfolios, (ii)&nbsp;all other assets of each Portfolio that the Fund desires
the Custodian, and the Custodian is willing, to treat as a financial asset and (iii)&nbsp;all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify
Underlying Shares as being recorded in the Custodian&#146;s name on behalf of the Portfolios will be custody for purposes of this Section&nbsp;2.1. This Agreement does not require the Custodian to accept an asset for custody hereunder or to treat
any asset that is not a security as a financial asset. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;2.2&nbsp;&nbsp;&nbsp;&nbsp;
<U>S<SMALL>UB</SMALL><FONT STYLE="white-space:nowrap">-</FONT><SMALL>CUSTODIANS</SMALL></U><SMALL></SMALL>. Upon receipt of Proper Instructions, the Custodian shall on behalf of a Fund appoint one or more banks, trust companies or other entities
located in the United States and designated in the Proper Instructions to act as a <FONT STYLE="white-space:nowrap">sub-custodian</FONT> for the purposes of effecting such transactions as may be designated by the Fund in the Proper Instructions. The
Custodian may place and maintain each Fund&#146;s foreign securities with foreign banking institution <FONT STYLE="white-space:nowrap">sub-custodians</FONT> employed by the Custodian or foreign securities depositories, all in accordance with the
applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or <FONT STYLE="white-space:nowrap">sub-custodian</FONT> of the Custodian for purposes of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;2.3&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>ELATIONSHIP</SMALL></U><SMALL></SMALL>. With respect to
securities and other financial assets, the Custodian is a securities intermediary and the Portfolio is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an &#147;on book&#148; currency, the Custodian is
a bank and the Portfolio is the bank&#146;s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an &#147;on book&#148; currency, the Custodian is that bank&#146;s customer. The
Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Portfolio<B>. </B>The Custodian does not otherwise agree to treat cash as financial asset. The duties of the Custodian as securities intermediary and bank
set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-3- </P>


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<TD WIDTH="14%" VALIGN="top" ALIGN="left">S<SMALL>ECTION&nbsp;</SMALL>3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><U>A<SMALL>CTIVITIES</SMALL> <SMALL>OF</SMALL> <SMALL>THE</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>WITH</SMALL>
R<SMALL>ESPECT</SMALL> <SMALL>TO</SMALL> P<SMALL>ROPERTY</SMALL> H<SMALL>ELD</SMALL> <SMALL>IN</SMALL> <SMALL>THE</SMALL> U<SMALL>NITED</SMALL> S<SMALL>TATES</SMALL></U><SMALL></SMALL>. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;3.1&nbsp;&nbsp;&nbsp;&nbsp;<U>H<SMALL>OLDING</SMALL> S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>.
The Custodian may deposit and maintain securities or other financial assets of a Portfolio in a U.S. Securities System in compliance with the conditions of Rule <FONT STYLE="white-space:nowrap">17f-4</FONT> under the 1940 Act. Upon receipt of Proper
Instructions on behalf of a Portfolio, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Portfolio and into which account or accounts may be transferred cash or securities and other financial
assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Portfolio all securities and other financial assets held by the Custodian in the
United States, including all domestic securities of the Portfolio, other than (a)&nbsp;securities or other financial assets maintained in a U.S. Securities System and (b)&nbsp;Underlying Shares maintained pursuant to Section&nbsp;3.6 in an account
of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian, as the Custodian&#146;s agent to carry out such of the provisions
of this Section as the Custodian may from time to time direct, provided, however, that prior to such appointment on behalf of a Portfolio the Custodian must first provide the Fund with written notice of such appointment. The appointment of any agent
shall not relieve the Custodian of any of its duties, responsibilities or liabilities, including the standard of care set forth in Section&nbsp;14.1. The Custodian may at any time or times in its discretion remove the bank or trust company as the
Custodian&#146;s agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;3.2&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>EGISTRATION</SMALL>
<SMALL>OF</SMALL> S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of any
nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian, or in the name or nominee name of any agent or any <FONT STYLE="white-space:nowrap">sub-custodian</FONT> permitted hereby. All securities accepted by the Custodian on
behalf of the Portfolio under the terms of this Agreement shall be in &#147;street name&#148; or other good delivery form. However, if a Fund directs the Custodian to maintain securities or other financial assets in &#147;street name,&#148; the
Custodian shall utilize commercially reasonable efforts only to timely collect income due the Fund on the securities and other financial assets and to notify the Fund of relevant issuer actions including, without limitation, pendency of calls,
maturities, tender or exchange offers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;3.3&nbsp;&nbsp;&nbsp;&nbsp;<U>B<SMALL>ANK</SMALL>
A<SMALL>CCOUNTS</SMALL></U><SMALL></SMALL>. The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Portfolio, subject only to draft or
order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the account of the Portfolio,
other than cash maintained by the Portfolio in a deposit account established and used in accordance with Rule <FONT STYLE="white-space:nowrap">17f-3</FONT> under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by the
Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that (a)&nbsp;every such bank or trust company
shall be qualified to act as a custodian under the 1940 Act and (b)&nbsp;each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio of a Fund be approved by vote of
a majority of the Fund&#146;s Board. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity. </P>

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<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;3.4&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>OLLECTION</SMALL> <SMALL>OF</SMALL>
I<SMALL>NCOME</SMALL></U><SMALL></SMALL>. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section&nbsp;3.2, the Custodian shall collect on a timely basis all income and other
payments with respect to the securities and other financial assets and to which a Portfolio shall be entitled either by law or pursuant to custom in the securities business. The Custodian shall collect on a timely basis all income and other payments
with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as and when they become due
and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian&#146;s then current payable date income
schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian&#146;s applicable rate for time credited. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;3.5&nbsp;&nbsp;&nbsp;&nbsp;<U>D<SMALL>ELIVERY</SMALL> O<SMALL>UT</SMALL></U><SMALL></SMALL>. The
Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the
applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of
Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;3.6&nbsp;&nbsp;&nbsp;&nbsp;<U>D<SMALL>EPOSIT</SMALL> <SMALL>OF</SMALL> F<SMALL>UND</SMALL>
A<SMALL>SSETS</SMALL> <SMALL>WITH</SMALL> <SMALL>THE</SMALL> U<SMALL>NDERLYING</SMALL> T<SMALL>RANSFER</SMALL> A<SMALL>GENT</SMALL></U><SMALL></SMALL>. Underlying Shares of a Fund, on behalf of a Portfolio, shall be deposited and held in an account
or accounts maintained with an Underlying Transfer Agent. Each Portfolio hereby directs the Custodian to deposit and/or maintain such securities with the Underlying Transfer Agent and the Custodian&#146;s only responsibilities with respect to the
Underlying Shares shall be limited to the following: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="8%" VALIGN="top" ALIGN="left">1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer
Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian
for the benefit of the Portfolio. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="8%" VALIGN="top" ALIGN="left">2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Portfolio, the
Custodian shall pay out cash of the Portfolio as so directed to purchase the Underlying Shares and record the payment from the account of the Portfolio on the Custodian&#146;s books and records. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="top" ALIGN="left">3)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a
Portfolio, the Custodian shall transfer the Underlying </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-5- </P>


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<TD WIDTH="16%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">
Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Portfolio on the Custodian&#146;s books and records and, upon the Custodian&#146;s
receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Portfolio on the Custodian&#146;s books and records. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;3.7&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>ROXIES</SMALL></U><SMALL></SMALL>. The Custodian shall cause
to be promptly executed by the registered holder of domestic securities or other financial assets held in the United States of a Portfolio, if the securities or other financial assets are registered otherwise than in the name of the Portfolio or a
nominee of the Portfolio, all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to the securities or other
financial assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;3.8&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>OMMUNICATIONS</SMALL></U><SMALL></SMALL>. Subject to the
domestic securities or other financial assets held in the United States being registered as provided in Section&nbsp;3.2, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information received by the
Custodian from issuers of the securities and other financial assets being held for the Portfolio. The Custodian shall transmit promptly to the applicable Fund all written information (including, without limitation, pendency of calls and maturities
of securities and expiration of rights in connection therewith, notices of exercise of call and put options written by the Fund, and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the
securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian does not support class action participation by the Company. For the avoidance of doubt, the
Custodian shall not transmit to the Company any written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then
held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, <FONT STYLE="white-space:nowrap">opt-out</FONT>
notices and <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">proof-of-claim</FONT></FONT> forms. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>ROVISIONS</SMALL>
R<SMALL>ELATING</SMALL> <SMALL>TO</SMALL> R<SMALL>ULES</SMALL> 17<SMALL>F</SMALL><FONT STYLE="white-space:nowrap">-5</FONT> <SMALL>AND</SMALL> 17<SMALL>F</SMALL><FONT STYLE="white-space:nowrap">-7</FONT></U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;4.1.&nbsp;&nbsp;&nbsp;&nbsp;<U>D<SMALL>EFINITIONS</SMALL></U><SMALL></SMALL>. As used in this
Agreement, the following terms have the following meanings: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Country Risk</I></B>&#148; means all factors reasonably related
to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the country&#146;s political environment, economic and financial infrastructure (including any Eligible Securities
Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the
orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets
held in custody in that country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Covered Foreign Country</I></B>&#148; means a country listed on Schedule A, which list of
countries may be amended from time to time at the request of any Fund and with the agreement of the Foreign Custody Manager. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Eligible Foreign Custodian</I></B>&#148; has the meaning set forth in Section (a)(1) of Rule
<FONT STYLE="white-space:nowrap">17f-5.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Eligible Securities Depository</I></B>&#148; has the meaning set forth in
section (b)(1) of Rule <FONT STYLE="white-space:nowrap">17f-7.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Foreign Assets</I></B>&#148; means, in relation to a
Portfolio, any of the Portfolio&#146;s securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions
of the Portfolio in those investments. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Foreign Custody Manager</I></B>&#148; has the meaning set forth in section (a)(3) of
Rule <FONT STYLE="white-space:nowrap">17f-5.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Foreign Securities System</I></B>&#148; means an Eligible Securities
Depository listed on Schedule B. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Rule <FONT STYLE="white-space:nowrap">17f-5</FONT></I></B>&#148; means Rule <FONT
STYLE="white-space:nowrap">17f-5</FONT> promulgated under the 1940 Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">&#147;<B><I>Rule
<FONT STYLE="white-space:nowrap">17f-7</FONT></I></B>&#148; means Rule <FONT STYLE="white-space:nowrap">17f-7</FONT> promulgated under the 1940 Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL>&nbsp;4.2.&nbsp;&nbsp;&nbsp;&nbsp;<U>T<SMALL>HE</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>AS</SMALL>
F<SMALL>OREIGN</SMALL> C<SMALL>USTODY</SMALL> M<SMALL>ANAGER</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">4.2.1
<U>D<SMALL>ELEGATION</SMALL></U><SMALL></SMALL>. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b)&nbsp;of Rule <FONT STYLE="white-space:nowrap">17f-5,</FONT> the responsibilities set forth in
this Section&nbsp;4.2 with respect to Foreign Assets of the Portfolios held outside the United States. The Custodian hereby accepts such delegation. By giving at least 30 days&#146; prior written notice to the Fund, the Foreign Custody Manager may
withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign
Custody Manager to the Fund generally or, as the case may be, with respect to the Covered Foreign Country so designated. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-7- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">4.2.2&nbsp;&nbsp;&nbsp;&nbsp;<U>E<SMALL>XERCISE</SMALL> <SMALL>OF</SMALL>
C<SMALL>ARE</SMALL> <SMALL>AS</SMALL> F<SMALL>OREIGN</SMALL> C<SMALL>USTODY</SMALL> M<SMALL>ANAGER</SMALL></U><SMALL></SMALL>. The Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility
for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">4.2.3&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>OREIGN</SMALL> C<SMALL>USTODY</SMALL>
A<SMALL>RRANGEMENTS</SMALL></U><SMALL></SMALL>.<B> </B>The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule
A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Portfolios with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be
amended from time to time upon notice in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, on behalf of each applicable Portfolio, to open an account, and to place and maintain Foreign
Assets, for the Portfolio in each applicable Covered Foreign Country. The Fund, on behalf of the Portfolios, shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Portfolio for the
Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the
delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Portfolio for the Covered Foreign Country. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">4.2.4&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>COPE</SMALL> <SMALL>OF</SMALL> D<SMALL>ELEGATED</SMALL>
R<SMALL>ESPONSIBILITIES</SMALL></U><SMALL></SMALL>:<B> </B>Subject to the provisions of this Section&nbsp;4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign
Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a)&nbsp;the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the
Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule <FONT STYLE="white-space:nowrap">17f-5(c)(1)</FONT>
and (b)&nbsp;the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule <FONT STYLE="white-space:nowrap">17f-5(c)(2).</FONT> The Foreign
Custody Manager shall establish a system to monitor (i)&nbsp;the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii)&nbsp;the performance of the contract governing the custody arrangements. If the Foreign
Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">4.2.5&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>EPORTING</SMALL> R<SMALL>EQUIREMENTS</SMALL></U><SMALL></SMALL>.<B> </B>The Foreign
Custody Manager shall (a)&nbsp;report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by providing to the Fund&#146;s Board an amended Schedule A at the
end of the calendar quarter in which the action has occurred, and (b)&nbsp;after the occurrence of any other material change in the foreign custody arrangements of the Portfolios described in this Section&nbsp;4.2, make a written report to the Board
containing a notification of the change.<B> </B> </P>

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<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">4.2.6&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>EPRESENTATIONS</SMALL></U><SMALL></SMALL>.<B> </B>The Foreign Custody Manager
represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule <FONT STYLE="white-space:nowrap">17f-5.</FONT> Each Fund represents to the Custodian that its Board has (a)&nbsp;determined that it is reasonable for the Board to
rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios and (b)&nbsp;considered and determined to accept such Country Risk as is incurred by placing
and maintaining the Foreign Assets of each Portfolio in each Covered Foreign Country. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">4.2.7&nbsp;&nbsp;&nbsp;&nbsp;<U>T<SMALL>ERMINATION</SMALL> <SMALL>BY</SMALL> <SMALL>A</SMALL> P<SMALL>ORTFOLIO</SMALL>
<SMALL>OF</SMALL> <SMALL>THE</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>AS</SMALL> F<SMALL>OREIGN</SMALL> C<SMALL>USTODY</SMALL> M<SMALL>ANAGER</SMALL></U><SMALL></SMALL>.<B> </B>By giving at least 30 days&#146; prior written notice to the Custodian, a
Fund, on behalf of a Portfolio, may terminate the delegation to the Custodian as the Foreign Custody Manager for the Portfolio. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager
to the Portfolio. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;4.3&nbsp;&nbsp;&nbsp;&nbsp;<U>M<SMALL>ONITORING</SMALL>
<SMALL>OF</SMALL> E<SMALL>LIGIBLE</SMALL> S<SMALL>ECURITIES</SMALL> D<SMALL>EPOSITORIES</SMALL></U><SMALL></SMALL>. The Custodian shall (a)&nbsp;provide the Fund<B> </B>or its Investment Advisor with an analysis of the custody risks associated with
maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule <FONT STYLE="white-space:nowrap">17f-7</FONT> and (b)&nbsp;monitor such risks on a continuing basis and promptly
notify the Fund or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule <FONT STYLE="white-space:nowrap">17f-7.</FONT> </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%" VALIGN="top" ALIGN="left">S<SMALL>ECTION&nbsp;</SMALL>5.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="left"><U>A<SMALL>CTIVITIES</SMALL> <SMALL>OF</SMALL> <SMALL>THE</SMALL> C<SMALL>USTODIAN</SMALL> <SMALL>WITH</SMALL>
R<SMALL>ESPECT</SMALL> <SMALL>TO</SMALL> P<SMALL>ROPERTY</SMALL> H<SMALL>ELD</SMALL> O<SMALL>UTSIDE</SMALL> <SMALL>THE</SMALL> U<SMALL>NITED</SMALL>&nbsp;S<SMALL>TATES</SMALL></U><SMALL></SMALL>. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;5.1.&nbsp;&nbsp;&nbsp;&nbsp;<U>H<SMALL>OLDING</SMALL>
S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>. Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the
Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Eligible Foreign
Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Eligible Foreign Custodian in an account that is identified as the
Custodian&#146;s account for the benefit of its customers; provided however, that (a)&nbsp;the records of the Custodian with respect to foreign securities or other financial assets of a Portfolio maintained in the account shall identify those
securities and other financial assets as belonging to the Portfolio and (b)&nbsp;to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held
by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;5.2.&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>EGISTRATION</SMALL> <SMALL>OF</SMALL>
F<SMALL>OREIGN</SMALL> S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>. Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall
be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. The Fund on behalf of the Portfolio agrees to hold any such
nominee harmless from any liability as a holder of record of the foreign securities </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-9- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">
or other financial assets. To the extent applicable, the Custodian and each Eligible Foreign Custodian shall establish and maintain current <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">powers-of-attorney</FONT></FONT> with respect to such foreign securities and other financial assets held outside of the United States to facilitate the voting of all proxies, without indication of the manner in which the
proxies are to be voted, and shall promptly deliver to the Fund or its delegates such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets. The Custodian or an Eligible Foreign Custodian
reserves the right not to accept securities or other financial assets on behalf of a Portfolio under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance
with local market practice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;5.3.&nbsp;&nbsp;&nbsp;&nbsp;<U>I<SMALL>NDEMNIFICATION</SMALL> <SMALL>BY</SMALL>
E<SMALL>LIGIBLE</SMALL> F<SMALL>OREIGN</SMALL> C<SMALL>USTODIANS</SMALL></U><SMALL></SMALL>. Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to
indemnify and hold harmless the Custodian from and against any loss, cost, or expense arising out of or in connection with the Eligible Foreign Custodian&#146;s performance of its obligations. At a Fund&#146;s election, a Portfolio shall be entitled
to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Portfolio has not been made whole for the loss, cost or
expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;5.4 &nbsp;&nbsp;&nbsp;&nbsp;<U>B<SMALL>ANK</SMALL> A<SMALL>CCOUNTS</SMALL></U><SMALL></SMALL>.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">5.4.1&nbsp;&nbsp;&nbsp;&nbsp;<U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>. The Custodian shall identify on its books as
for the account of the applicable Portfolio the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian
shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance for the Portfolio of a cash balance in a currency as an on book currency, a deposit account shall be opened and
maintained by the Custodian outside the United States on behalf of the Portfolio with an Eligible Foreign Custodian. The Custodian shall not maintain the cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such
balance directly to the Portfolio. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement, and shall
be withdrawable by the Custodian or the Eligible Foreign Custodian only in that capacity. Cash maintained in a deposit account and denominated in an &#147;on book&#148; currency will be maintained under and subject to the laws of the Commonwealth of
Massachusetts. The Custodian will not have any deposit liability for deposits in any currency that is not an &#147;on book&#148; currency. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">5.4.2&nbsp;&nbsp;&nbsp;&nbsp;<U>N<SMALL>ON</SMALL><FONT STYLE="white-space:nowrap">-U.S.</FONT> B<SMALL>RANCH</SMALL>
<SMALL>AND</SMALL> N<SMALL>ON</SMALL><FONT STYLE="white-space:nowrap">-U.S.</FONT> D<SMALL>OLLAR</SMALL> D<SMALL>EPOSITS</SMALL></U><SMALL></SMALL>. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be
required to repay any deposit made at a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> branch of the Custodian or any deposit made with the Custodian and denominated in a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar currency, if
repayment of the deposit or the use of assets denominated in the <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar currency is prevented, prohibited or otherwise blocked due to (a)&nbsp;an act of war, insurrection or civil strife; (b)&nbsp;any
action by a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> government or instrumentality or authority asserting governmental, military or police power of any kind, </P>

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whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially
impairs the normal operation of civil authority; or (c)&nbsp;the closure of a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the
Custodian. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;5.5.&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>OLLECTION</SMALL> <SMALL>OF</SMALL>
I<SMALL>NCOME</SMALL></U><SMALL></SMALL>. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which a Portfolio shall be entitled. If extraordinary
measures are required to collect the income or payment, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. The Custodian shall credit income to the
applicable Portfolio as such income is received or in accordance with the Custodian&#146;s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will
not occur in due course, and the Portfolio may be charged at the Custodian&#146;s applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodian&#146;s securities lending program shall be
credited as received. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;5.6.&nbsp;&nbsp;&nbsp;&nbsp;<U>T<SMALL>RANSACTIONS</SMALL>
<SMALL>IN</SMALL> F<SMALL>OREIGN</SMALL> C<SMALL>USTODY</SMALL> A<SMALL>CCOUNT</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">5.6.1&nbsp;&nbsp;&nbsp;&nbsp;<U>D<SMALL>ELIVERY</SMALL> O<SMALL>UT</SMALL></U><SMALL></SMALL>. The Custodian or an Eligible
Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Portfolio and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account,
only upon receipt of Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective
Foreign Securities System to pay out, cash of a Portfolio only upon receipt of Proper Instructions specifying the amount of the payment and the person or persons to payment is to be made. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">5.6.2&nbsp;&nbsp;&nbsp;&nbsp;<U>M<SMALL>ARKET</SMALL> C<SMALL>ONDITIONS</SMALL></U><SMALL></SMALL>. Notwithstanding any
provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the
customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or
an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:16%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">5.6.3&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>ETTLEMENT</SMALL> P<SMALL>RACTICES</SMALL></U><SMALL></SMALL>. The Custodian shall
provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian
may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-11- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;5.7
&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>HAREHOLDER</SMALL> <SMALL>OR</SMALL> B<SMALL>ONDHOLDER</SMALL> R<SMALL>IGHTS</SMALL></U><SMALL></SMALL>.<B> </B>The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other
shareholder and bondholder rights with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or
other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights.
Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder and bondholder rights. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;5.8.&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>OMMUNICATIONS</SMALL></U><SMALL></SMALL>.<B> </B>The
Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial assets being held outside
the United States for the account of a Portfolio. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is
sought or from the party or its agent making the tender or exchange offer. The Custodian does not support class action participation by the Company. For the avoidance of doubt, the Custodian shall not transmit any written information received by the
Custodian through foreign <FONT STYLE="white-space:nowrap">sub-custodians</FONT> from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class
action or other collective litigation relating to the Portfolio&#146;s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this
Agreement by the Custodian via a foreign <FONT STYLE="white-space:nowrap">sub-custodian</FONT> for the account of the Fund for the Portfolio, including, but not limited to, <FONT STYLE="white-space:nowrap">opt-out</FONT> notices and <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">proof-of-claim</FONT></FONT> forms. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>OREIGN</SMALL> E<SMALL>XCHANGE</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;6.1.&nbsp;&nbsp;&nbsp;&nbsp;<U>G<SMALL>ENERALLY</SMALL></U><SMALL></SMALL>. Upon receipt of
Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part
of the services provided by the Custodian under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;6.2.&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>UND</SMALL>
E<SMALL>LECTIONS</SMALL></U><SMALL></SMALL>. Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State
Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (&#147;<B><I>SSGM</I></B>&#148;), or with a <FONT STYLE="white-space:nowrap">sub-custodian.</FONT> Where the Fund or
its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on
behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in
preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the
selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction. </P>

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<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;6.3.&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>UND</SMALL>
A<SMALL>CKNOWLEDGEMENT</SMALL></U><SMALL></SMALL> Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any <FONT
STYLE="white-space:nowrap">sub-custodian,</FONT> SSGM and each such <FONT STYLE="white-space:nowrap">sub-custodian:</FONT> </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment
Advisor; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose
any such profit to the Fund or its Investment Advisor; and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing
or pricing methodology, (a)&nbsp;agreed with the Fund or its Investment Advisor from time to time or (b)&nbsp;in the case of an indirect foreign exchange service, (i)&nbsp;as established by SSGM and set forth in the Client Publications with respect
to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii)&nbsp;as established by the <FONT STYLE="white-space:nowrap">sub-custodian</FONT> from time to time. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION<B></B></SMALL>&nbsp;6.4.&nbsp;&nbsp;&nbsp;&nbsp;<U>T<SMALL>RANSACTIONS</SMALL> <SMALL>BY</SMALL>
S<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL></U><SMALL></SMALL>. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into
transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information
with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;6A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
C<SMALL>ONTRACTUAL</SMALL> S<SMALL>ETTLEMENT</SMALL> S<SMALL>ERVICES</SMALL> (<SMALL>PURCHASE</SMALL>/S<SMALL>ALES</SMALL>). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;6A.1&nbsp;&nbsp;&nbsp;&nbsp;<U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>. The Custodian shall, in
accordance with the terms set out in this Section&nbsp;6A, debit or credit the appropriate deposit account of each Portfolio on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Portfolio
or the receipt of the proceeds of the sale or redemption of securities or other financial assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;6A.2&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>ROVISION</SMALL> <SMALL>OF</SMALL>
S<SMALL>ERVICES</SMALL></U><SMALL></SMALL>. The services described in Section&nbsp;6A.1 (the &#147;<B><I>Contractual Settlement Services</I></B>&#148;) shall be provided for the securities and other financial assets and in such markets as the
Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio,
including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;6A.3&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>URCHASE</SMALL> C<SMALL>ONSIDERATION</SMALL>.</U> The
consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable
market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-13- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;6A.4 <U>S<SMALL>ALES</SMALL> <SMALL>AND</SMALL>
R<SMALL>EDEMPTIONS</SMALL></U><SMALL></SMALL>. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Portfolio as if the amount had been
received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with
respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into
by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such
transactions in the applicable market. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;6A.5. <U>R<SMALL>EVERSALS</SMALL> <SMALL>OF</SMALL>
P<SMALL>ROVISIONAL</SMALL> C<SMALL>REDITS</SMALL> <SMALL>OR</SMALL> D<SMALL>EBITS</SMALL></U><SMALL></SMALL>. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services
at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper
Instructions with respect thereto, as applicable. The Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the
Portfolio to the Custodian and may be debited from any deposit or other account held for benefit of the Portfolio. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;<U>T<SMALL>AX</SMALL> S<SMALL>ERVICES</SMALL>.</U> </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;7.1&nbsp;&nbsp;&nbsp;&nbsp;<U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>. Subject to and to the
extent of receipt by the Custodian of relevant and necessary documentation and information with respect to the Funds and Portfolios that the Custodian has requested, the Custodian shall perform the following services: (a)&nbsp;file claims for
exemptions, reductions in withholding taxes, or refunds of any tax with respect to withheld foreign <FONT STYLE="white-space:nowrap">(non-U.S.)</FONT> taxes in instances in which such claims are appropriate; (b)&nbsp;withhold appropriate amounts as
required by U.S. tax laws with respect to amounts received on behalf of nonresident aliens; and (c)&nbsp;provide to the Funds such information actually received by the Custodian that is reasonably requested by a Fund or could, in the
Custodian&#146;s reasonable belief, assist any of the Funds in their submission of any reports or returns with respect to taxes. It shall be the responsibility of each Fund to notify the Custodian of the obligations imposed on the Fund or the
Custodian as custodian by the tax law of countries, states and political subdivisions thereof, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided sufficient information
and documentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;7.2&nbsp;&nbsp;&nbsp;&nbsp;<U>O<SMALL>WNERSHIP</SMALL>
C<SMALL>ERTIFICATES</SMALL> <SMALL>FOR</SMALL> T<SMALL>AX</SMALL> P<SMALL>URPOSES</SMALL></U><SMALL></SMALL>. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in
</P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">
connection with receipt of income or other payments with respect to domestic securities or other financial assets held within the United States of each Portfolio held by the Custodian and in
connection with transfers of securities and other financial assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;7.3&nbsp;&nbsp;&nbsp;&nbsp;<U>A<SMALL>UTHORIZATIONS</SMALL></U><SMALL></SMALL>. The Custodian is
authorized to deduct from any cash received or credited to the account of a Portfolio any taxes or levies required by any tax or other governmental authority having jurisdiction in respect of such Portfolio&#146;s transactions and to disclose any
information required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or refund of any taxes relating to Portfolio transactions and holdings. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;7.4&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>ERVICES</SMALL> F<SMALL>URTHER</SMALL>
L<SMALL>IMITED</SMALL></U><SMALL></SMALL>. Other than the servicing responsibilities provided herein, the Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, any Portfolio or the Custodian as
custodian of the assets of the Fund or the Portfolio by the tax law of any country or of any state or political subdivision thereof. The Custodian shall not be considered the Fund&#146;s tax advisor or tax counsel. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>AYMENTS</SMALL> <SMALL>FOR</SMALL> S<SMALL>ALES</SMALL> <SMALL>OR</SMALL>
R<SMALL>EDEMPTIONS</SMALL> <SMALL>OF</SMALL> P<SMALL>ORTFOLIO</SMALL> I<SMALL>NTERESTS</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;8.1&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>AYMENT</SMALL> <SMALL>FOR</SMALL> P<SMALL>ORTFOLIO</SMALL>
I<SMALL>NTERESTS</SMALL> I<SMALL>SSUED</SMALL></U><SMALL></SMALL>. The Custodian shall receive from the distributor of Portfolio Interests of a Fund or from the Fund&#146;s transfer agent (the &#147;<B><I>Transfer Agent</I></B>&#148;) and deposit
into the account of the Portfolio such payments as are received for Portfolio Interests issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of the Portfolio and the Transfer Agent of any
receipt of the payments by the Custodian. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;8.2&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>AYMENT</SMALL> <SMALL>FOR</SMALL> P<SMALL>ORTFOLIO</SMALL>
I<SMALL>NTERESTS</SMALL> R<SMALL>EDEEMED</SMALL></U><SMALL></SMALL>. Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of a Portfolio to the extent available for payment to holders of Portfolio Interests who
have delivered to the Transfer Agent a request for redemption of their Portfolio Interests. The Custodian is authorized upon receipt of instructions from the Transfer Agent, if any, or from the Portfolio, to wire funds to or through a commercial
bank designated by the redeeming interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the holder&#146;s Portfolio Interests and the check is drawn on the Custodian, the Custodian shall honor the check so
long as the check is presented to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>ROPER</SMALL> I<SMALL>NSTRUCTIONS</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;9.1&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>ORM</SMALL> <SMALL>AND</SMALL> S<SMALL>ECURITY</SMALL>
P<SMALL>ROCEDURES</SMALL></U><SMALL></SMALL>. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication or in a communication utilizing access codes effected between
electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the Fund, provided that the Fund has followed any security
procedures agreed to from time to time by the applicable Fund and the Custodian </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-15- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">
including, but not limited to, the security procedures selected by the Fund by reference to the form of Funds Transfer Addendum hereto, the terms of which are part of this Agreement. The
Custodian may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. The Fund shall cause all oral instructions to be confirmed in writing, but the Fund&#146;s failure to do so shall not affect
the Custodian&#146;s authority to rely on the oral instructions, if the Custodian reasonably believes the oral instructions have been given by an individual authorized to give such instructions with respect to the transaction involved. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">Section&nbsp;9.2&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>ELIANCE</SMALL> <SMALL>ON</SMALL>
O<SMALL>FFICER</SMALL>&#146;<SMALL>S</SMALL> C<SMALL>ERTIFICATE</SMALL></U><SMALL></SMALL>. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an
officer&#146;s certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the
Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable
time to act thereon. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">Section&nbsp;9.3&nbsp;&nbsp;&nbsp;&nbsp;<U>U<SMALL>NTIMELY</SMALL> P<SMALL>ROPER</SMALL>
I<SMALL>NSTRUCTIONS</SMALL></U><SMALL></SMALL>. If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the
Custodian will use good faith efforts to execute the Proper Instruction but will not be responsible or liable if the Custodian&#146;s efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to
the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the
Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent,
provided.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;<U>A<SMALL>CTIONS</SMALL> P<SMALL>ERMITTED</SMALL> <SMALL>WITHOUT</SMALL>
E<SMALL>XPRESS</SMALL> A<SMALL>UTHORITY</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">The Custodian may in its discretion, without express authority from
the applicable Fund on behalf of each Portfolio: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="top" ALIGN="left">1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">Make payments to itself or others for minor expenses of handling securities or other financial assets
relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio, and the Fund shall have the opportunity to review such payments and the parties shall use good faith efforts
to resolve any dispute with respect to such payments; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="top" ALIGN="left">2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">Surrender securities or other financial assets in temporary form for securities or other financial assets in
definitive form; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="top" ALIGN="left">3)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and
</P></TD></TR></TABLE>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="top" ALIGN="left">4)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">In general, attend to all <FONT STYLE="white-space:nowrap">non-discretionary</FONT> details in connection
with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Portfolio except as otherwise directed by the applicable Board. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>ESERVED</SMALL></U><SMALL></SMALL> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>ECORDS</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this
Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to Section&nbsp;31 thereof and Rules <FONT STYLE="white-space:nowrap">31a-1</FONT> and <FONT STYLE="white-space:nowrap">31a-2</FONT>
thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of
the SEC or other regulators with jurisdiction over the Funds with respect to the Portfolios. The Custodian shall, at the Fund&#146;s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and
shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is requested or authorized by a Fund,
or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Fund by state or federal regulatory agencies, to
produce the records of the Fund or the Custodian&#146;s personnel as witnesses, the Fund agrees to pay the Custodian for the Custodian&#146;s time and expenses incurred in responding to a <FONT STYLE="white-space:nowrap">non-routine</FONT> request,
order or requirement as reasonably agreed by the Fund and the Custodian, taking into account past practices. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>UND</SMALL></U><SMALL><U></U></SMALL><U>&#146;</U><U><SMALL>S</SMALL>
I<SMALL>NDEPENDENT</SMALL> A<SMALL>CCOUNTANTS</SMALL>; R<SMALL>EPORTS</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;13.1&nbsp;&nbsp;&nbsp;&nbsp;<U>O<SMALL>PINIONS</SMALL></U><SMALL></SMALL>. The Custodian shall
take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund&#146;s independent accountants with respect to its activities hereunder in connection with
the preparation of the Fund&#146;s Form <FONT STYLE="white-space:nowrap">N-1A</FONT> or Form <FONT STYLE="white-space:nowrap">N-2,</FONT> as applicable, and Form <FONT STYLE="white-space:nowrap">N-SAR</FONT> or other reports to the SEC and with
respect to any other requirements thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;13.2&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>EPORTS</SMALL></U><SMALL></SMALL>. Upon reasonable request
of a Fund, the Custodian shall provide the Fund with a copy of the Custodian&#146;s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, <I>Reporting on Controls at a Service Organization
</I>(formerly Statement on Standards for Attestation Engagements (SSAE) No.&nbsp;16). The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to
fulfill its duties under Rule <FONT STYLE="white-space:nowrap">38a-1</FONT> of the 1940 Act or similar legal and regulatory requirements. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-17- </P>


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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>USTODIAN</SMALL></U><SMALL><U></U></SMALL><U>&#146;</U><U><SMALL>S</SMALL>
S<SMALL>TANDARD</SMALL> <SMALL>OF</SMALL> C<SMALL>ARE</SMALL>; E<SMALL>XCULPATION</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.1&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>TANDARD</SMALL> <SMALL>OF</SMALL> C<SMALL>ARE</SMALL>.</U> In carrying out the
provisions of this Agreement, the Custodian shall act in good faith and without negligence, misfeasance or willful misconduct and agrees to exercise the reasonable level of skill, care and diligence of a professional provider of custody services in
carrying out all of its duties and obligations under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.2&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>ELIANCE</SMALL> <SMALL>ON</SMALL> P<SMALL>ROPER</SMALL>
I<SMALL>NSTRUCTIONS</SMALL></U><SMALL></SMALL>. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from the Fund and has had a reasonable time to act thereon.
The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has reasonably determined, in its sole discretion, that is
has received any required clarification or authentication of Proper Instructions, provided that the Custodian will promptly notify the Fund if it believes any Proper Instructions received do not contain sufficient information pursuant to which the
Custodian may act. The Custodian may rely upon and shall be protected in acting upon any Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund reasonably believed by it in good
faith to be genuine and to have been properly executed by or on behalf of the applicable Fund by a person authorized in accordance with Section&nbsp;9.2 above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.3&nbsp;&nbsp;&nbsp;&nbsp;<U>O<SMALL>THER</SMALL> R<SMALL>ELIANCE</SMALL></U><SMALL></SMALL>. The Custodian is authorized
and instructed to rely upon the information that the Custodian receives from the Fund or any authorized third party on behalf of the Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the
accuracy or completeness of any information supplied to it by or on behalf of any Fund. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Fund arising from the performance of the
Custodian&#146;s duties hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior to the Custodian&#146;s appointment as custodian hereunder. The Custodian shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that the Custodian meets the standard
of care set forth in Section&nbsp;14.1. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.4&nbsp;&nbsp;&nbsp;&nbsp;<U>L<SMALL>IABILITY</SMALL> <SMALL>FOR</SMALL>
F<SMALL>OREIGN</SMALL> C<SMALL>USTODIANS</SMALL></U><SMALL></SMALL>. The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian to the same extent as if the action or omission were performed by the Custodian itself,
taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which the Fund elects to invest. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.5&nbsp;&nbsp;&nbsp;&nbsp;<U>I<SMALL>NSOLVENCY</SMALL> <SMALL>AND</SMALL> C<SMALL>OUNTRY</SMALL>
R<SMALL>ISK</SMALL></U><SMALL></SMALL>. The Custodian shall in no event be liable for any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk. The Custodian shall be without liability for any
loss, damage or expense caused by or resulting from the insolvency of any domestic <FONT STYLE="white-space:nowrap">sub-custodian</FONT> or Eligible Foreign Custodian that is not a wholly-owned subsidiary of the Custodian; provided, however, that
the foregoing exculpation of the Custodian with respect to the insolvency of a particular Eligible Foreign Custodian shall not be applicable if the Custodian fails to comply with its obligations under this Agreement or as a Foreign Custody Manager
pursuant to Rule <FONT STYLE="white-space:nowrap">17f-5</FONT> with respect to such Eligible Foreign Custodian. For the avoidance of doubt, if the Custodian has met its standard of care hereunder and has fulfilled its obligations as a Foreign
Custody Manager pursuant to Rule <FONT STYLE="white-space:nowrap">17f-5</FONT> with respect to an Eligible Foreign Custodian, then the Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of
such Eligible Foreign Custodian. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.6&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>ORCE</SMALL> M<SMALL>AJEURE</SMALL>
<SMALL>AND</SMALL> T<SMALL>HIRD</SMALL> P<SMALL>ARTY</SMALL> A<SMALL>CTIONS</SMALL></U><SMALL></SMALL>. The Custodian shall be without responsibility or liability to any Fund or Portfolio for: (a)&nbsp;events or circumstances beyond the reasonable
control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions,
computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or acts; (b)&nbsp;errors by any Fund, its Investment Advisor or any other duly
authorized person in their instructions to the Custodian; (c)&nbsp;the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or domestic
<FONT STYLE="white-space:nowrap">sub-custodian</FONT> designated pursuant to Section&nbsp;2.2; (d) the failure of any Fund, its Investment Advisor, Portfolio or any duly authorized individual or organization to adhere to the Custodian&#146;s
operational policies and procedures; (e)&nbsp;any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian&#146;s <FONT
STYLE="white-space:nowrap">sub-custodian</FONT> or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f)&nbsp;any delay or failure of any
organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Fund, any Portfolio, the Custodian&#146;s <FONT STYLE="white-space:nowrap">sub-custodians,</FONT> nominees or agents
including <FONT STYLE="white-space:nowrap">non-receipt</FONT> of bonus, dividends and rights and other accretions or benefits; (g)&nbsp;delays or inability to perform its duties due to any disorder in market infrastructure with respect to any
particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h)&nbsp;the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country,
or political subdivision thereof or of any court of competent jurisdiction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.7&nbsp;&nbsp;&nbsp;&nbsp;<U>I<SMALL>NDIRECT</SMALL>/S<SMALL>PECIAL</SMALL>/C<SMALL>ONSEQUENTIAL</SMALL>
D<SMALL>AMAGES</SMALL></U><SMALL></SMALL>. Notwithstanding any other provision of this Agreement to the contrary, in no event shall either Party be liable for any special, indirect, incidental, punitive or consequential damages of any kind
whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages.<I> </I> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.8&nbsp;&nbsp;&nbsp;&nbsp;<U>D<SMALL>ELIVERY</SMALL> <SMALL>OF</SMALL> P<SMALL>ROPERTY</SMALL></U><SMALL></SMALL>. The
Custodian shall not be responsible for any securities or other assets of a Portfolio which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title,
validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.9&nbsp;&nbsp;&nbsp;&nbsp;<U>N<SMALL>O</SMALL> I<SMALL>NVESTMENT</SMALL> A<SMALL>DVICE</SMALL></U><SMALL></SMALL>. The
Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Fund or its Investment Advisor or by an Portfolio. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any
investment objectives or restrictions agreed upon between a Fund and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the
interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Fund or a Portfolio or on its behalf. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-19- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.10&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>OMMUNICATIONS</SMALL></U><SMALL></SMALL>.
The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Portfolio at any time held by the Custodian unless (a)&nbsp;the Custodian or the
Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b)&nbsp;the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c)&nbsp;both of the conditions referred to
in the foregoing clauses (a)&nbsp;and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power. However, the Custodian shall nevertheless use commercially
reasonable efforts to take such action in the event that notification is received three business days or less prior to the date on which action is required. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.11&nbsp;&nbsp;&nbsp;&nbsp;<U>L<SMALL>OANED</SMALL> S<SMALL>ECURITIES</SMALL></U><SMALL></SMALL>. Income due to each
Portfolio on securities or other financial assets loaned shall be the responsibility of the Fund. The Custodian will have no duty or responsibility, pursuant to this Agreement, in connection with loaned securities or other financial assets, other
than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled. The parties acknowledge that State Street Bank and
Trust Company, in its capacity as lender and agent lender, and the Fund have entered into a Liquidity Agreement dated as of November&nbsp;6, 2017 (the &#147;Liquidity Agreement&#148;), and that nothing contained in this Section&nbsp;14.11 is
intended to modify the terms of the Liquidity Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">14.12&nbsp;&nbsp;&nbsp;&nbsp;<U>T<SMALL>RADE</SMALL>
C<SMALL>OUNTERPARTIES</SMALL></U><SMALL></SMALL>. A Fund&#146;s receipt of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with
any sale or redemption of securities or other financial assets will be at the Fund&#146;s sole risk, and the Custodian shall not be obligated to make demands on the Fund&#146;s behalf if the Fund&#146;s counterparty defaults. If a Fund&#146;s
counterparty fails to deliver securities, other financial assets or cash, the Custodian will, as its sole responsibility, notify the Fund&#146;s Investment Advisor of the failure within a reasonable time after the Custodian became aware of the
failure. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>OMPENSATION</SMALL> <SMALL>AND</SMALL>
I<SMALL>NDEMNIFICATION</SMALL> <SMALL>OF</SMALL> C<SMALL>USTODIAN</SMALL>; S<SMALL>ECURITY</SMALL> I<SMALL>NTEREST</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>. 15.1&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>OMPENSATION</SMALL></U><SMALL></SMALL>. The Custodian shall be
entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;15.2&nbsp;&nbsp;&nbsp;&nbsp;<U>I<SMALL>NDEMNIFICATION</SMALL></U><SMALL></SMALL>. Each Portfolio
agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in good faith with reasonable
care and without negligence or willful misconduct, including, without limitation, (a)&nbsp;the Custodian&#146;s compliance with Proper Instructions and (b)&nbsp;in connection with the provision of services to a Fund pursuant to Section&nbsp;7, any
obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Fund, the Portfolio or the Custodian as
custodian of the assets of the Fund or the Portfolio. If a Fund on behalf of a </P>

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Portfolio instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian,
result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable therefor, the Fund on behalf of the Portfolio, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian&#146;s
request such further indemnification in an amount and form satisfactory to the Custodian. The obligations and liabilities any Portfolio assumes shall be limited in any case to the relevant Portfolio and its assets and the Custodian shall not seek
satisfaction of any obligation from the shareholders of the relevant Portfolio, any other Portfolio or its shareholders or the Trustees, officers, employees or agents of the Fund. In addition, in connection with the discharge and satisfaction of any
claim made by the Custodian against a Fund involving more than one Portfolio, the Fund has the exclusive right to determine the appropriate allocations of liability for any claim between or among Portfolios. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;15.3&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>ECURITY</SMALL> I<SMALL>NTEREST</SMALL></U><SMALL></SMALL>.
Each Fund hereby grants to the Custodian, to secure the payment and performance of the Fund&#146;s obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all
securities and other financial assets at any time held for the account of a Portfolio by or through the Custodian. The obligations include, without limitation, the Fund&#146;s obligations to reimburse the Custodian if the Custodian or any of its
affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Fund for any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed
settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its
nominee&#146;s own negligence, as well as the Fund&#146;s obligation to compensate the Custodian pursuant to Section&nbsp;15.1 or indemnify the Custodian pursuant to Section&nbsp;15.2. Should the Fund fail to reimburse or otherwise pay the Custodian
any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose
of the Portfolio&#146;s assets to the extent necessary to obtain payment or reimbursement.&nbsp;The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines
in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund&#146;s payment or reimbursement&nbsp;obligations,
whether contingent or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;<U>E<SMALL>FFECTIVE</SMALL> P<SMALL>ERIOD</SMALL>
<SMALL>AND</SMALL> T<SMALL>ERMINATION</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;16.1&nbsp;&nbsp;&nbsp;&nbsp;<U>T<SMALL>ERM</SMALL></U><SMALL></SMALL>. This Agreement shall remain
in full force and effect for an initial term ending November&nbsp;6, 2019. After the expiration of the Initial Term, this Agreement shall automatically renew for successive <FONT STYLE="white-space:nowrap">one-year</FONT> terms unless a written
notice of <FONT STYLE="white-space:nowrap">non-renewal</FONT> (a &#147;Notice of Termination&#148;) is delivered by the <FONT STYLE="white-space:nowrap">non-renewing</FONT> party no later than sixty (60)&nbsp;days prior to the expiration of the
initial term or any renewal term, as the case may be. A Notice of Termination may be given as to a Fund or a Portfolio. The Fund may revoke its Notice of Termination with respect to this Agreement up to thirty (30)&nbsp;days into the standard sixty
(60)&nbsp;day notice period in accordance with the terms of this Section&nbsp;16.1. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-21- </P>


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<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;16.2&nbsp;&nbsp;&nbsp;&nbsp;<U>T<SMALL>ERMINATION</SMALL></U><SMALL></SMALL>. Either party may
terminate this Agreement as to a Fund or a Portfolio: (a)&nbsp;in the event of the other party&#146;s material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to
cure that is reasonably acceptable to the <FONT STYLE="white-space:nowrap">non-breaching</FONT> party, within 60 days&#146; written notice being given by the <FONT STYLE="white-space:nowrap">non-breaching</FONT> party of the breach, or (b)&nbsp;in
the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction
of an appropriate agency or court of competent jurisdiction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;16.3&nbsp;&nbsp;&nbsp;&nbsp;<U>P<SMALL>AYMENTS</SMALL> O<SMALL>WING</SMALL> <SMALL>TO</SMALL>
<SMALL>THE</SMALL> C<SMALL>USTODIAN</SMALL></U><SMALL></SMALL>. Upon termination of this Agreement pursuant to Section&nbsp;16.1 or 16.2 with respect to any Fund or Portfolio, the applicable Fund shall pay to the Custodian any compensation then due
and shall reimburse the Custodian for its other fees, expenses and charges then due. In the event of: (a)&nbsp;any Fund&#146;s termination of this Agreement with respect to such Fund or a Portfolio of the Fund for any reason other than as set forth
in Section&nbsp;16.1 or 16.2 or (b)&nbsp;a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the
applicable Fund shall pay to the Custodian any compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to the Fund or Portfolio) and shall reimburse the
Custodian for its other fees, expenses and charges due at the time of such termination. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund&#146;s or Portfolio&#146;s cash and its securities and other financial assets
as set forth in Section&nbsp;17. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;16.4&nbsp;&nbsp;&nbsp;&nbsp;<U>E<SMALL>XCLUSIONS</SMALL></U><SMALL></SMALL>. No payment will be
required pursuant to clause (b)&nbsp;of Section&nbsp;16.3 in the event of any transaction consisting of (a)&nbsp;the liquidation or dissolution of a Fund or a Portfolio and distribution of the Fund&#146;s or Portfolio&#146;s assets as a result of
the Board&#146;s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable, (b)&nbsp;a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another organization or series, or
(c)&nbsp;the sale by a Fund or Portfolio of all or substantially all of its assets to another organization or series and, in the case of a transaction referred to in the foregoing clause (b)&nbsp;or (c) the Custodian is retained to continue
providing services to the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;16.5&nbsp;&nbsp;&nbsp;&nbsp;<U>E<SMALL>FFECT</SMALL> <SMALL>OF</SMALL>
T<SMALL>ERMINATION</SMALL></U><SMALL></SMALL>. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.
Following termination with respect to a Fund or Portfolio, the Custodian shall have no further responsibility to forward information under Section&nbsp;3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive
termination of this Agreement. To the extent the Custodian continues to possess confidential information or records of the Fund or its agents or service providers after the termination of this Agreement, the obligations contained in Sections 12,
20.11, 20.12, and 20.13 of this Agreement shall continue until the <FONT STYLE="white-space:nowrap">one-year</FONT> anniversary of the termination date of this Agreement. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>UCCESSOR</SMALL>
C<SMALL>USTODIAN</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;17.1&nbsp;&nbsp;&nbsp;&nbsp;<U>S<SMALL>UCCESSOR</SMALL>
A<SMALL>PPOINTED</SMALL></U><SMALL></SMALL>. If a successor custodian shall be appointed for a Portfolio by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of
the securities and other financial assets of the Portfolio held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;17.2&nbsp;&nbsp;&nbsp;&nbsp;<U>N<SMALL>O</SMALL> S<SMALL>UCCESSOR</SMALL>
A<SMALL>PPOINTED</SMALL></U><SMALL></SMALL>. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities
and other financial assets of the Portfolio in accordance with the Proper Instructions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;17.3&nbsp;&nbsp;&nbsp;&nbsp;<U>N<SMALL>O</SMALL> S<SMALL>UCCESSOR</SMALL> A<SMALL>PPOINTED</SMALL>
<SMALL>AND</SMALL> N<SMALL>O</SMALL> P<SMALL>ROPER</SMALL> I<SMALL>NSTRUCTIONS</SMALL></U><SMALL></SMALL>. If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of
this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a &#147;bank&#148; as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and
all securities and other financial assets of the Portfolio then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all of the securities and other financial assets of the Portfolio held in any U.S. Securities
System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation
payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Portfolio. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;17.4&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>EMAINING</SMALL>
P<SMALL>ROPERTY</SMALL></U><SMALL></SMALL>. If any cash or any securities or other financial assets of the Portfolio held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the
applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing <FONT
STYLE="white-space:nowrap">agreed-to</FONT> compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the
Custodian shall apply in favor of the Custodian during such period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;17.5&nbsp;&nbsp;&nbsp;&nbsp;<U>R<SMALL>ESERVES</SMALL></U><SMALL></SMALL>. Notwithstanding the
foregoing provisions of this Section&nbsp;17, the Custodian may retain cash or securities or other financial assets of the Fund or Portfolio as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations
of the Fund or Portfolio secured by a security interest or right of recoupment or setoff in favor of the Custodian. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;18. <U>R<SMALL>EMOTE</SMALL> A<SMALL>CCESS</SMALL> S<SMALL>ERVICES</SMALL>
A<SMALL>DDENDUM</SMALL></U><SMALL></SMALL>. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-23- </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;19. <U>L<SMALL>OAN</SMALL> S<SMALL>ERVICES</SMALL>
A<SMALL>DDENDUM</SMALL></U><SMALL></SMALL>. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian
for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20. <U>G<SMALL>ENERAL</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.1 <U>G<SMALL>OVERNING</SMALL> L<SMALL>AW</SMALL></U><SMALL></SMALL>. Any and all matters in
dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the Commonwealth of Massachusetts, without giving effect to any conflict of laws rules. Likewise,
the law applicable to all issues in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary is the law in force in the Commonwealth of Massachusetts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.2 [R<SMALL>ESERVED</SMALL>] </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.3 <U>P<SMALL>RIOR</SMALL> A<SMALL>GREEMENTS</SMALL>;
A<SMALL>MENDMENTS</SMALL></U><SMALL></SMALL>. This Agreement supersedes all prior agreements between each Fund on behalf of each of the Fund&#146;s Portfolios and the Custodian relating to the custody of the Fund&#146;s assets. This Agreement may be
amended at any time in writing by mutual agreement of the parties hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.4&nbsp;&nbsp;&nbsp;&nbsp;<U>A<SMALL>SSIGNMENT</SMALL></U><SMALL></SMALL>. This Agreement may
not be assigned by (a)&nbsp;any Fund without the written consent of the Custodian or (b)&nbsp;the Custodian without the written consent of each applicable Fund. However, without the consent of any Fund or any Portfolio, the Custodian may assign this
Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Custodian. Notwithstanding the foregoing, the Custodian may employ, engage, associate or contract
with such person or persons, including, without limitation, affiliates and subsidiaries of the Custodian, as the Custodian may deem desirable to assist it in performing certain of its <FONT STYLE="white-space:nowrap">non-custodial</FONT> obligations
under this Agreement without the consent of any Fund; <U>provided,</U> <U>however</U>, that the compensation of such person or persons shall be paid by the Custodian and that the Custodian shall be as fully responsible to the Fund for the acts and
omissions of any such person or persons as it is for its own acts and omissions under this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.5 <U>I<SMALL>NTERPRETIVE</SMALL> <SMALL>AND</SMALL> A<SMALL>DDITIONAL</SMALL>
P<SMALL>ROVISIONS</SMALL>.</U> In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of
this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional
provisions shall contravene any applicable laws or regulations or any provision of a Fund&#146;s organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this
Agreement. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.6 <U>A<SMALL>DDITIONAL</SMALL>
F<SMALL>UNDS</SMALL> <SMALL>AND</SMALL> P<SMALL>ORTFOLIOS</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">20.6.1&nbsp;&nbsp;&nbsp;&nbsp;<U>A<SMALL>DDITIONAL</SMALL> F<SMALL>UND</SMALL></U><SMALL></SMALL>. If any management
investment company in addition to those listed on Appendix A desires the Custodian to render services as custodian under the terms of this Agreement, the management investment company shall so notify the Custodian in writing. If the Custodian agrees
in writing to provide the services, the management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in
Section&nbsp;20.7 below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">20.6.2&nbsp;&nbsp;&nbsp;&nbsp;<U>A<SMALL>DDITIONAL</SMALL>
P<SMALL>ORTFOLIO</SMALL></U><SMALL></SMALL>. If any Fund establishes a series in addition to the Portfolios set forth on Appendix A with respect to which the Fund desires the Custodian to render services as custodian under the terms of this
Agreement, the Fund shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the series shall become a Portfolio hereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.7 <U>T<SMALL>HE</SMALL> P<SMALL>ARTIES</SMALL>; R<SMALL>EPRESENTATIONS</SMALL>
<SMALL>AND</SMALL> W<SMALL>ARRANTIES</SMALL></U><SMALL></SMALL>. All references in this Agreement to the &#147;Fund&#148; are to each of the management investment companies listed on Appendix A, and each management investment company made subject to
this Agreement in accordance with Section&nbsp;20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the &#147;Portfolio&#148; are
to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to &#147;the parties&#148; shall mean the Custodian and such other individual Fund as to which the matter pertains. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">20.7.1&nbsp;&nbsp;&nbsp;&nbsp;<U>F<SMALL>UND</SMALL> R<SMALL>EPRESENTATIONS</SMALL> <SMALL>AND</SMALL>
W<SMALL>ARRANTIES</SMALL></U><SMALL></SMALL>. Each Fund hereby represents and warrants that (a)&nbsp;it is duly organized and validly existing in good standing in its jurisdiction of organization; (b)&nbsp;it has the requisite power and authority
under applicable law and its organic record to enter into and perform this Agreement; (c)&nbsp;all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d)&nbsp;no legal or administrative proceedings have
been instituted or threatened which would materially impair the Fund&#146;s ability to perform its duties and obligations under this Agreement; and (e)&nbsp;its entering into this Agreement shall not cause a material breach or be in material
conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">20.7.2&nbsp;&nbsp;&nbsp;&nbsp;<U>C<SMALL>USTODIAN</SMALL> R<SMALL>EPRESENTATIONS</SMALL> <SMALL>AND</SMALL>
W<SMALL>ARRANTIES</SMALL></U><SMALL></SMALL>. The Custodian hereby represents and warrants that (a)&nbsp;it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b)&nbsp;it has the requisite
power and authority to carry on its business in the Commonwealth of Massachusetts; (c)&nbsp;all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d)&nbsp;no legal or administrative proceedings have been
instituted or threatened which would materially impair the Custodian&#146;s ability to perform its duties and obligations under this Agreement; and (e)&nbsp;its entering into this Agreement shall not cause a material breach or be in material
conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.8 <U>N<SMALL>OTICES</SMALL></U><SMALL></SMALL>. Any notice, instruction or other communication
required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following
addresses or such other addresses as may be notified by any party from time to time. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-25- </P>


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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="69%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">To&nbsp;any&nbsp;Fund:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">c/o&nbsp;D<SMALL>OUBLE</SMALL>L<SMALL>INE</SMALL>&nbsp;CA<SMALL>PITAL</SMALL>&nbsp;LP</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">333 South Grand Avenue, Suite 1800</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Los Angeles, CA 90071</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Attention: Legal Department</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Telephone: <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">213-633-8200</FONT></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">To the Custodian:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">S<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL> B<SMALL>ANK</SMALL> <SMALL>AND</SMALL> T<SMALL>RUST</SMALL> C<SMALL>OMPANY</SMALL></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">1 Iron Street</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Boston, MA 02210</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Attention: Christopher E. McGuire, Managing Director</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Telephone: <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">617-662-9499</FONT></FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;with a copy to:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">S<SMALL>TATE</SMALL> S<SMALL>TREET</SMALL> B<SMALL>ANK</SMALL> <SMALL>AND</SMALL> T<SMALL>RUST</SMALL> C<SMALL>OMPANY</SMALL></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Legal Division &#150; Global Services Americas</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">One Lincoln Street</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Boston, MA 02111</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Attention: Senior Vice President and Senior Managing Counsel</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.9 <U>C<SMALL>OUNTERPARTS</SMALL></U><SMALL></SMALL>. This
Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement<I>. </I>Counterparts may be executed in either original or
electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.10 <U>S<SMALL>EVERABILITY</SMALL>; N<SMALL>O</SMALL> W<SMALL>AIVER</SMALL></U><SMALL></SMALL>.
If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist
upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a
waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.11 <U>C<SMALL>ONFIDENTIALITY</SMALL></U><SMALL></SMALL>. All information provided under this
Agreement by or on behalf of a party or its agents or service providers (the &#147;Disclosing Party&#148;) to the other party (the &#147;Receiving Party&#148;) regarding the Disclosing Party&#146;s business and operations shall be treated as
confidential. Subject to Section&nbsp;20.12 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers,
solely for the purpose of performing or receiving the services and discharging the Receiving Party&#146;s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section&nbsp;20.12
below), including financial and operational management and reporting, risk </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">
management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a)&nbsp;that is publicly available when provided or thereafter
becomes publicly available, other than through a breach of this Agreement, (b)&nbsp;that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement,
(c)&nbsp;that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d)&nbsp;that is disclosed as required by operation of law or regulation
or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments
included in the assets subject to this Agreement), or (e)&nbsp;where the party seeking to disclose is expressly permitted under applicable law or regulation to disclose for a legitimate business purpose subject to confidentiality obligation, or has
received the prior written consent of the Disclosing Party providing the information, which consent shall not be unreasonably withheld<I>. </I>A Receiving Party shall protect confidential information of a Disclosing Party at least to the same degree
as the Receiving Party protects its own confidential information. All confidential information, provided by a Disclosing Party shall remain the property of such Disclosing Party. All confidential information, together with any copies thereof, in
whatever form, shall, upon the Disclosing Party&#146;s written request, be returned to the Disclosing Party or destroyed, at the Receiving Party&#146;s election; provided, that the Receiving Party shall be permitted to retain all or any portion of
the confidential information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by applicable law or regulatory authority or to the extent required by the Receiving Party&#146;s internal policies
and in accordance with its customary practices for backup and storage. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.12
<U>U<SMALL>SE</SMALL> <SMALL>OF</SMALL> D<SMALL>ATA</SMALL></U><SMALL></SMALL>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section&nbsp;20.12 includes each of its parent company, branches and affiliates
(&#147;<B><I>Affiliates</I></B>&#148;)) may collect and store information regarding a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i)&nbsp;to carry out the
provision of services contemplated under this Agreement and other agreements between the Fund and the Custodian or any of its Affiliates and (ii)&nbsp;to carry out management of its businesses, including, but not limited to, financial and
operational management and reporting, risk management, legal and regulatory compliance and client service management. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(b)&nbsp;&nbsp;&nbsp;&nbsp;Subject to paragraph (c)&nbsp;below, the Custodian and/or its Affiliates (except those Affiliates
or business divisions principally engaged in the business of asset management) may use any data or other information (&#147;<B><I>Data</I></B>&#148;) obtained by such entities in the performance of their services under this Agreement or any other
agreement between the Fund and the Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the
Fund otherwise consents, Data is combined or aggregated with information relating to (i)&nbsp;other customers of the Custodian and/or its Affiliates or (ii)&nbsp;information derived from other sources, in each case such that any published
information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Fund. The Fund agrees that Custodian and/or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-27- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">
its Affiliates may seek to profit and receive economic benefit from the commercialization and use of Data, that such benefit will constitute part of the Custoidan&#146;s compensation for services
under this Agreement or such other agreement, and the Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Fund. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(c)&nbsp;&nbsp;&nbsp;&nbsp;Except as expressly contemplated by this Agreement, nothing in this Section&nbsp;20.12 shall limit
the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this
Section&nbsp;20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.13 <U>D<SMALL>ATA</SMALL> P<SMALL>RIVACY</SMALL>.</U> The Custodian will implement and maintain
a written information security program that contains appropriate security measures to safeguard the personal information of the Funds&#146; shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or
otherwise accesses in connection with the provision of services hereunder.&nbsp;The term, &#147;<B><I>personal information</I></B>&#148;, as used in this Section, means (a)&nbsp;an individual&#146;s name (first initial and last name or first name
and last name), address or telephone number <U>plus</U> (i)&nbsp;Social Security number or other tax identification number, (ii)&nbsp;driver&#146;s license number, (iii)&nbsp;state identification card number, (iv)&nbsp;debit or credit card number,
(v)&nbsp;financial account number or (vi)&nbsp;personal identification number or password that would permit access to a person&#146;s account, (b)&nbsp;any combination of any of the foregoing that would allow a person to log onto or access an
individual&#146;s account or (c)&nbsp;any other <FONT STYLE="white-space:nowrap">non-public</FONT> personal information within the meaning of applicable law or regulation. The term does not include information that is lawfully obtained from publicly
available information, or from federal, state or local government records lawfully made available to the general public. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.14 <U>R<SMALL>EPRODUCTION</SMALL> <SMALL>OF</SMALL>
D<SMALL>OCUMENTS</SMALL></U><SMALL></SMALL>. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in
the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.15 <U>R<SMALL>EGULATION</SMALL> GG</U>. Each Fund represents and warrants that it does not
engage in an &#147;Internet gambling business,&#148; as such term is defined in Section&nbsp;233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with
Regulation GG, each Fund is hereby notified that &#147;restricted transactions,&#148; as such term is defined in Section&nbsp;233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise
between or among any party hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.16 <U>S<SMALL>HAREHOLDER</SMALL>
C<SMALL>OMMUNICATIONS</SMALL> E<SMALL>LECTION</SMALL></U><SMALL></SMALL>. SEC Rule <FONT STYLE="white-space:nowrap">14b-2</FONT> requires banks that hold securities, as that term is used in federal securities laws, for the account of
</P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">
customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund&#146;s name, address, and share position
to requesting companies whose securities the Fund owns. If a Fund tells the Custodian &#147;no,&#148; the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian &#147;yes&#148; or does not check either
&#147;yes&#148; or &#147;no&#148; below, the Custodian is required by the rule, as applicable, to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund.
For a Fund&#146;s protection, the Rule, as applicable, prohibits the requesting company from using the Fund&#146;s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by
checking one of the alternatives below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="16%" VALIGN="top" ALIGN="left">YES&nbsp;[&nbsp;&nbsp;]</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">The Custodian is authorized to release the Fund&#146;s name, address, and share positions.
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="16%" VALIGN="top" ALIGN="left">NO&nbsp;&nbsp;[X]</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">The Custodian is not authorized to release the Fund&#146;s name, address, and share positions.
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.17 <U>B<SMALL>USINESS</SMALL>
C<SMALL>ONTINUITY</SMALL>/D<SMALL>ISASTER</SMALL> R<SMALL>ECOVERY</SMALL></U><SMALL></SMALL>. In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the
Custodian&#146;s control, the Custodian shall take reasonable steps to minimize service interruptions. The Custodian shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more
agreements making reasonable provision for (i)&nbsp;periodic <FONT STYLE="white-space:nowrap">back-up</FONT> of the computer files and data with respect to the Fund; and (ii)&nbsp;emergency use of electronic data processing equipment to provide
services under this Agreement. The Custodian shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Fund
upon request. The Custodian will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to the Custodian, the Fund retains the right to review the Custodian&#146;s business
continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an <FONT STYLE="white-space:nowrap">on-site</FONT> review of the
production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the Custodian also shall discuss with the Fund any business continuity/disaster recovery plan of the Custodian and/or
provide a high-level presentation summarizing such plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>&nbsp;20.18 <U>L<SMALL>IMITATION</SMALL>
<SMALL>OF</SMALL> L<SMALL>IABILITY</SMALL></U><SMALL></SMALL>. To the extent that a Fund&#146;s Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, this Agreement is executed on behalf of such Fund by the
Fund&#146;s officers as officers and not individually. The obligations imposed upon the applicable Fund by this Agreement are not binding upon any of such Fund&#146;s Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-29- </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>S<SMALL>IGNATURE</SMALL> P<SMALL>AGE</SMALL></U><SMALL></SMALL> </B></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman"><B>I<SMALL>N</SMALL> W<SMALL>ITNESS</SMALL> W<SMALL>HEREOF</SMALL></B><SMALL></SMALL>, each of the parties has caused this Agreement to be
executed in its name and behalf by its duly authorized representative under seal as of the date first above-written. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B>EACH OF THE MANAGEMENT INVESTMENT
COMPANIES AND SERIES </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B>SET FORTH ON APPENDIX A HERETO </B></P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

<TD WIDTH="9%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="90%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:12pt; font-family:Times New Roman">&nbsp;&nbsp;/s/ Susan Nichols</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">&nbsp;&nbsp;Name: Susan Nichols</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:12pt; font-family:Times New Roman">&nbsp;&nbsp;Title: Treasurer</P></TD></TR>
</TABLE> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B>STATE STREET BANK AND TRUST COMPANY</B> </P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

<TD WIDTH="9%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="90%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:12pt; font-family:Times New Roman">/s/ Andrew Erickson</P></TD></TR></TABLE>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt">


<TR>

<TD></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="99%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Name:&nbsp; Andrew Erickson</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:12pt; font-family:Times New Roman">Title:&nbsp;&nbsp; Executive Vice President</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">-30- </P>


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<IMG SRC="g920962g0625091743520.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:42pt; margin-bottom:0pt; margin-left:10%; font-size:26pt; font-family:ARIAL"><FONT COLOR="#64cce9">Global Custody Network </FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:10%; font-size:26pt; font-family:ARIAL"><FONT COLOR="#64cce9">Schedule A </FONT></P> <P STYLE="margin-top:30pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL" ALIGN="right"><FONT
 COLOR="#004890"><B>J<SMALL>UNE</SMALL> 30, 2017 </B></FONT></P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="38%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="37%"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="4" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; padding-left:8pt">&nbsp;</TD>
<TD HEIGHT="4" COLSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD HEIGHT="4" COLSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:12pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"><FONT COLOR="#004890"><B>&nbsp;&nbsp;MARKET</B></FONT> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><FONT COLOR="#004890"><B>SUBCUSTODIAN</B></FONT></P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><FONT COLOR="#004890"><B>ADDRESS</B></FONT></P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Albania</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Raiffeisen Bank sh.a.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Blv. &#147;Bajram Curri&#148; ETC &#150; Kati 14</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Tirana, Albania</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Argentina</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank, N.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Bartolome Mitre 530</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1036 </B>Buenos Aires, Argentina</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Australia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Hongkong and Shanghai Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Securities Services</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Level&nbsp;3, 10 Smith St.,</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Parramatta, NSW <B>2150</B>, Australia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Austria</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG (operating through its<BR>Frankfurt branch with support from its<BR>Vienna branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Fleischmarkt 1</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>A-1010 </B>Vienna, Austria</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL">UniCredit Bank Austria AG</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Custody Department / Dept. 8398-TZ</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Julius Tandler Platz 3</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><B>A-1090 </B>Vienna,
Austria</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Bahrain</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank Middle East Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">1<SUP STYLE="font-size:85%; vertical-align:top">st</SUP>
Floor, Bldg. #2505</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Road # 2832, Al Seef <B>428 </B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Kingdom of
Bahrain</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Bangladesh</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Silver Tower, Level&nbsp;7</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">52 South Gulshan Commercial Area</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Gulshan 1, Dhaka <B>1212</B>,
Bangladesh</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Belgium</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">De Entrees 99-197</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1101 HE </B>Amsterdam, Netherlands</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Benin</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">S.A., Abidjan, Ivory Coast</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">23, Bld de la R&eacute;publique</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">17 BP 1141 Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Bermuda</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">HSBC Bank Bermuda Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">6 Front Street</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Hamilton, <B>HM06</B>, Bermuda</P></TD></TR></TABLE>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="38%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="37%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Federation&nbsp;of&nbsp;Bosnia</B></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>and&nbsp;Herzegovina</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">UniCredit&nbsp;Bank&nbsp;d.d.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Zelenih&nbsp;beretki&nbsp;24</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>71</B><B></B><B>&nbsp;000</B><B></B>&nbsp;Sarajevo</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Federation&nbsp;of&nbsp;Bosnia&nbsp;and&nbsp;Herzegovina</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Botswana</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank Botswana Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">4<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>
Floor, Standard Chartered House</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Queens Road</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Mall</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Gaborone, Botswana</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Brazil</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank, N.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">AV Paulista 1111</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">S&atilde;o Paulo, <B>SP 01311-920 </B>Brazil</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Bulgaria</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank Europe plc, Bulgaria Branch</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Serdika Offices, 10th floor</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">48 Sitnyakovo Blvd.</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1505 </B>Sofia, Bulgaria</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">UniCredit Bulbank AD</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">7 Sveta Nedelya Square</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1000 </B>Sofia, Bulgaria</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Burkina Faso</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">S.A., Abidjan, Ivory Coast</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">23, Bld de la R&eacute;publique</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">17 BP 1141 Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Canada</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">State Street Trust Company Canada</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">30 Adelaide Street East, Suite 800</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Toronto, ON Canada <B>M5C 3G6 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Chile</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Ita&uacute; CorpBanca S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Presidente Riesco Street # 5537</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Floor 18</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Las Condes, Santiago de Chile</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>People&#146;s Republic of</B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>China</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank (China) Company Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">33<SUP STYLE="font-size:85%; vertical-align:top">rd</SUP>
Floor, HSBC Building, Shanghai IFC</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">8 Century Avenue</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Pudong, Shanghai, China
(<B>200120</B>)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">China Construction Bank Corporation</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">No. 1 Naoshikou Street</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Chang An Xing Rong Plaza</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Beijing <B>100032-33</B>, China</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="3" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>China Connect</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank N.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">39/F., Champion Tower</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">3 Garden Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Central, Hong Kong</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Hongkong and Shanghai Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Level&nbsp;30,</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Main Building</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">1 Queen&#146;s Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Central, Hong Kong</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank (Hong Kong) Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">15<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>
Floor Standard Chartered Tower</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">388 Kwun Tong Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Kwun Tong, Hong
Kong</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Colombia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Cititrust Colombia S.A. Sociedad Fiduciaria</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Carrera 9A, No.&nbsp;99-02</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Bogot&aacute; DC, Colombia</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
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<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


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<TD WIDTH="23%"></TD>

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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Costa&nbsp;Rica</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Banco&nbsp;BCT&nbsp;S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">160&nbsp;Calle&nbsp;Central</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Edificio&nbsp;BCT</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">San&nbsp;Jos&eacute;,&nbsp;Costa&nbsp;Rica</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Croatia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Privredna Banka Zagreb d.d.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Custody Department</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Radni&#269;ka cesta 50</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>10000 </B>Zagreb, Croatia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Zagrebacka Banka d.d.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Savska 60</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>10000 </B>Zagreb, Croatia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Cyprus</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">2 Lampsakou Str.</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>115 28 </B>Athens, Greece</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Czech Republic</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&#268;eskoslovensk&aacute; obchodn&iacute; banka, a.s.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Radlick&aacute; 333/150</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>150 57 </B>Prague 5, Czech Republic</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">UniCredit Bank Czech Republic and Slovakia, a.s.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">BB Centrum &#150; FILADELFIE</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">&#142;eletavsk&aacute; 1525/1</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>140 92 </B>Praha 4 - Michle, Czech
Republic</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Denmark</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Danmark, Filial af Nordea Bank AB (publ), Sverige)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Strandgade 3</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>0900 </B>Copenhagen C, Denmark</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Bernstorffsgade 50</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1577 </B>Copenhagen, Denmark</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Egypt</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank Egypt S.A.E.</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as
delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">6<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>
Floor</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">306 Corniche El Nil</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Maadi</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Cairo, Egypt</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Estonia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">AS SEB Pank</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Tornim&auml;e 2</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>15010 </B>Tallinn, Estonia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Finland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Bank AB (publ), Finnish branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Satamaradankatu 5</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>00500 </B>Helsinki, Finland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Securities Services</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Box 630</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>SF-00101 </B>Helsinki, Finland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>France</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">De Entrees 99-197</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1101 HE </B>Amsterdam, Netherlands</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Republic of Georgia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">JSC Bank of Georgia</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">29a Gagarini Str.</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Tbilisi <B>0160</B>, Georgia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Germany</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">State Street Bank International GmbH</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Brienner Strasse 59</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>80333 </B>Munich, Germany</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Deutsche&nbsp;Bank&nbsp;AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Alfred-Herrhausen-Allee&nbsp;16-24</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>D-65760</B><B></B>&nbsp;Eschborn,&nbsp;Germany</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<IMG SRC="g920962gra002.jpg" ALT="LOGO">
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<TD WIDTH="23%"></TD>

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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Ghana</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank Ghana Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P. O. Box 768</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">1st Floor</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">High Street Building</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Accra, Ghana</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Greece</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">BNP Paribas Securities Services, S.C.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">2 Lampsakou Str.</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>115 28 </B>Athens, Greece</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Guinea-Bissau</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">S.A., Abidjan, Ivory Coast</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">23, Bld de la R&eacute;publique</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">17 BP 1141 Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Hong Kong</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank (Hong Kong) Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">15<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>
Floor Standard Chartered Tower</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">388 Kwun Tong Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Kwun Tong, Hong
Kong</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Hungary</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank Europe plc Magyarorsz&aacute;gi Fi&oacute;ktelepe</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">7 Szabads&aacute;g t&eacute;r, Bank Center</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Budapest, <B>H-1051 </B>Hungary</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">UniCredit Bank Hungary Zrt.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">6<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>
Floor</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Szabads&aacute;g t&eacute;r 5-6</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>H-1054 </B>Budapest,
Hungary</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Iceland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Landsbankinn hf.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Austurstr&aelig;ti 11</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>155 </B>Reykjavik, Iceland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>India</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Block B1, 4th Floor, Nirlon Knowledge</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Park</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Off Western Express Highway</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Goregaon (E)</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Mumbai <B>400 063</B>, India</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Hongkong and Shanghai Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">11F, Building 3, NESCO - IT Park, NESCO Complex,</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Western Express Highway</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Goregaon (East), Mumbai <B>400 063</B>, India</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Indonesia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Deutsche Bank Building, 4<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> floor</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Jl. Imam Bonjol, No.&nbsp;80</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Jakarta <B>10310</B>, Indonesia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Ireland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">State Street Bank and Trust Company, United</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Kingdom branch</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">525 Ferry Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Edinburgh <B>EH5 2AW</B>, Scotland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Israel</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank Hapoalim B.M.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">50 Rothschild Boulevard</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Tel Aviv, Israel <B>61000 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Italy</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank S.p.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Investor Services</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Via Turati 27 &#150; 3rd Floor</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>20121 </B>Milan,
Italy</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
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<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<IMG SRC="g920962gra002.jpg" ALT="LOGO">
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<TD WIDTH="23%"></TD>

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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Ivory&nbsp;Coast</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Standard&nbsp;Chartered&nbsp;Bank&nbsp;C&ocirc;te&nbsp;d&#146;Ivoire&nbsp;S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">23,&nbsp;Bld&nbsp;de&nbsp;la&nbsp;R&eacute;publique</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">17&nbsp;BP&nbsp;1141&nbsp;Abidjan<B>&nbsp;17</B><B></B>&nbsp;C&ocirc;te&nbsp;d&#146;Ivoire</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Japan</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Mizuho Bank, Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Shinagawa Intercity Tower A</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">2-15-1, Konan, Minato-ku</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Tokyo <B>108-6009</B>, Japan</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Hongkong and Shanghai Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Building</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">11-1 Nihonbashi 3-chome, Chuo-ku</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Tokyo <B>1030027</B>, Japan</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Jordan</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Shmeissani Branch</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Al-Thaqafa Street, Building # 2</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P.O. Box 926190</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Amman <B>11110</B>, Jordan</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Kazakhstan</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">JSC Citibank Kazakhstan</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Park Palace, Building A,</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">41 Kazibek Bi street,</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Almaty <B>A25T0A1</B>, Kazakhstan</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Kenya</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank Kenya Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Custody Services</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Standard Chartered @ Chiromo, Level&nbsp;5</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">48 Westlands Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">P.O. Box 40984 &#150; 00100 GPO Nairobi, Kenya</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Republic of Korea</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">18th Fl., Young-Poong Building</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">41 Cheonggyecheon-ro</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Jongro-ku-, Seoul <B>03188</B>, Korea</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Hongkong and Shanghai Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">5F</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Building #37</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Chilpae-ro</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Jung-gu, Seoul <B>04511</B>, Korea</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Kuwait</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank Middle East Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Kuwait City, Sharq Area</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Abdulaziz Al Sager Street</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Al Hamra Tower, 37F</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">P. O. Box 1683, Safat <B>13017</B>, Kuwait</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Latvia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">AS SEB banka</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Unicentrs, Valdlau&#269;i</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>LV-1076 </B>Kekavas pag., Rigas raj., Latvia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Lithuania</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">AB SEB bankas</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Gedimino av. 12</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>LT 2600 </B>Vilnius, Lithuania</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Malawi</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Bank Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Kaomba Centre</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Cnr. Victoria Avenue&nbsp;&amp; Sir Glyn Jones</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Blantyre, Malawi</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



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<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
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<TD WIDTH="23%"></TD>

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<TD WIDTH="38%"></TD>

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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
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<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Malaysia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Deutsche&nbsp;Bank&nbsp;(Malaysia)&nbsp;Berhad</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Domestic&nbsp;Custody&nbsp;Services</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Level&nbsp;20,&nbsp;Menara&nbsp;IMC</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">8&nbsp;Jalan&nbsp;Sultan&nbsp;Ismail</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>50250</B><B></B>&nbsp;Kuala&nbsp;Lumpur,&nbsp;Malaysia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank Malaysia Berhad</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Menara Standard Chartered</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">30 Jalan Sultan Ismail</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>50250 </B>Kuala Lumpur, Malaysia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Mali</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">S.A., Abidjan, Ivory Coast</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">23, Bld de la R&eacute;publique</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">17 BP 1141 Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Mauritius</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Hongkong and Shanghai Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">6F HSBC Centre</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">18 CyberCity</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Ebene, Mauritius</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Mexico</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banco Nacional de M&eacute;xico, S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">3er piso, Torre Norte</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Act. Roberto Medell&iacute;n No.&nbsp;800</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Col. Santa Fe</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Mexico, DF <B>01219 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Morocco</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank Maghreb</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Z&eacute;nith Mill&eacute;nium Immeuble1</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Sidi Ma&acirc;rouf &#150; B.P. 40</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Casablanca <B>20190</B>, Morocco</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Namibia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Bank Namibia Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Standard Bank Center</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Cnr. Werner List St. and Post St. Mall</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">2nd Floor</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Windhoek, Namibia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Netherlands</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">De Entrees 99-197</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1101 HE </B>Amsterdam, Netherlands</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>New Zealand</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Hongkong and Shanghai Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC House</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Level&nbsp;7, 1 Queen St.</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Auckland <B>1010</B>, New Zealand</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Niger</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">S.A., Abidjan, Ivory Coast</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">23, Bld de la R&eacute;publique</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">17 BP 1141 Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Nigeria</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Stanbic IBTC Bank Plc.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Plot 1712</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Idejo St</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Victoria Island,</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Lagos <B>101007</B>, Nigeria</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Norway</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Bank AB (publ), filial i Norge)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Essendropsgate 7</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>0368 </B>Oslo, Norway</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P.O. Box 1843 Vika</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Filipstad Brygge 1</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>N-0123 </B>Oslo,
Norway</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


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<TD WIDTH="38%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
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<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Oman</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC&nbsp;Bank&nbsp;Oman&nbsp;S.A.O.G.</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as&nbsp;delegate&nbsp;of&nbsp;The&nbsp;Hongkong&nbsp;and&nbsp;Shanghai</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking&nbsp;Corporation&nbsp;Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">2<SUP
STYLE="font-size:85%; vertical-align:top">nd</SUP>&nbsp;Floor&nbsp;Al&nbsp;Khuwair</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">PO&nbsp;Box&nbsp;1727<B>&nbsp;PC</B><B></B><B>&nbsp;111 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Seeb,&nbsp;Oman</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Pakistan</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Unicentre &#150; Unitowers</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">I.I. Chundrigar Road</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P.O. Box 4925</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Karachi -<B>74000</B>, Pakistan</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Panama</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank, N.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Boulevard Punta Pacifica</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Torre de las Americas</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Apartado</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Panama City, Panama <B>0834-00555 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Peru</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank del Per&uacute;, S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Canaval y Moreyra 480</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">3<SUP STYLE="font-size:85%; vertical-align:top">rd</SUP> Floor, San Isidro</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Lima
<B>27</B>, Per&uacute;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Philippines</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Global Transaction Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Tower One, Ayala Triangle</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1226 </B>Makati City, Philippines</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Poland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank Handlowy w Warszawie S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">ul. Senatorska 16</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>00-293 </B>Warsaw, Poland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank Polska Kasa Opieki S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">31 Zwirki I Wigury Street</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>02-091</B>, Warsaw, Poland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Portugal</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">De Entrees 99-197</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1101 HE </B>Amsterdam, Netherlands</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Puerto Rico</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank N.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">235 Federico Costa Street, Suite 315</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">San Juan, Puerto Rico <B>00918 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Qatar</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank Middle East Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">2 Fl Ali Bin Ali Tower</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Building no.: 150</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Airport Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Doha, Qatar</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Romania</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank Europe plc, Dublin &#150; Romania Branch</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">8, Iancu de Hunedoara Boulevard</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>712042</B>, Bucharest Sector 1, Romania</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Russia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">AO Citibank</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">8-10 Gasheka Street, Building 1</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>125047 </B>Moscow, Russia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Saudi Arabia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Saudi Arabia</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as
delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Head Office</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">7267 Olaya - Al Murooj</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Riyadh <B>12283-2255 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Kingdom of Saudi Arabia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Senegal</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">S.A., Abidjan, Ivory Coast</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">23, Bld de la R&eacute;publique</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">17 BP 1141 Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

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<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Serbia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">UniCredit&nbsp;Bank&nbsp;Serbia&nbsp;JSC</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Rajiceva&nbsp;27-29</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>11000</B><B></B>&nbsp;Belgrade,&nbsp;Serbia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Singapore</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank N.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">3 Changi Business Park Crescent</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">#07-00, Singapore <B>486026 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">United Overseas Bank Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">156 Cecil Street</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">FEB Building #08-03</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Singapore <B>069544 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Slovak Republic</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">UniCredit Bank Czech Republic and Slovakia, a.s.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">&#348;ancov&aacute; 1/A</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>813 33 </B>Bratislava, Slovak Republic</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Slovenia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">UniCredit Banka Slovenija d.d.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">&#138;martinska 140</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>SI-1000 </B>Ljubljana, Slovenia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>South Africa</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">FirstRand Bank Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Mezzanine Floor</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">3 First Place Bank City</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Corner Simmonds&nbsp;&amp; Jeppe Sts. Johannesburg <B>2001
</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Republic of South Africa</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Bank of South Africa Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">3<SUP STYLE="font-size:85%; vertical-align:top">rd</SUP>
Floor, 25 Pixley Ka Isaka Seme St. Johannesburg <B>2001 </B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Republic of South Africa</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Spain</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank S.A.E.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Calle de Rosario Pino 14-16, Planta 1</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>28020 </B>Madrid, Spain</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Sri Lanka</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Hongkong and Shanghai Banking</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">24, Sir Baron Jayatilake Mawatha</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Colombo <B>01</B>, Sri Lanka</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Republic of Srpska</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">UniCredit Bank d.d.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Zelenih beretki 24</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>71 000 </B>Sarajevo</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Federation of Bosnia and Herzegovina</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Swaziland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Bank Swaziland Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Standard House, Swazi Plaza</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Mbabane, Swaziland <B>H101 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Sweden</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Nordea Bank AB (publ)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Sm&aring;landsgatan 17</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>105 71 </B>Stockholm, Sweden</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Skandinaviska Enskilda Banken AB (publ)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Sergels Torg 2</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>SE-106 40 </B>Stockholm, Sweden</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Switzerland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Credit Suisse (Switzerland) Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Uetlibergstrasse 231</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>8070 </B>Zurich, Switzerland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">UBS Switzerland AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Max-H&ouml;gger-Strasse 80-82</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>CH-8048 </B>Zurich-Alstetten, Switzerland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Taiwan - R.O.C.</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">296 Ren-Ai Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Taipei <B>106 </B>Taiwan, Republic of China</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Standard&nbsp;Chartered&nbsp;Bank&nbsp;(Taiwan)&nbsp;Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">168&nbsp;Tun&nbsp;Hwa&nbsp;North&nbsp;Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Taipei<B>&nbsp;105</B>,&nbsp;Taiwan,&nbsp;Republic&nbsp;of&nbsp;China</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
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<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<TD WIDTH="23%"></TD>

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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
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<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Tanzania</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank (Tanzania) Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">1 Floor, International
House</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Corner Shaaban Robert St and Garden</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Ave</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">PO Box 9011</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Dar es Salaam, Tanzania</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Thailand</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Standard Chartered Bank (Thai) Public</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Company Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Sathorn Nakorn Tower</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">14<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> Floor, Zone B</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">90 North
Sathorn Road</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Silom, Bangkok <B>10500</B>, Thailand</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Togo</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">via Standard Chartered Bank C&ocirc;te d&#146;Ivoire</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">S.A., Abidjan, Ivory Coast</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">23, Bld de la R&eacute;publique</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">17 BP 1141 Abidjan <B>17 </B>C&ocirc;te d&#146;Ivoire</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Tunisia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Union Internationale de Banques</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">65 Avenue Bourguiba</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>1000 </B>Tunis, Tunisia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Turkey</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank, A.&#350;.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Tekfen Tower</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Eski Buyukdere Caddesi 209</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Kat 3</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Levent <B>34394 </B>Istanbul, Turkey</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Deutsche Bank A.&#350;.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Eski Buyukdere Caddesi</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Tekfen Tower No.&nbsp;209</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Kat: 17 4</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Levent <B>34394 </B>Istanbul, Turkey</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Uganda</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank Uganda Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">5 Speke Road</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P.O. Box 7111</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Kampala, Uganda</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Ukraine</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">PJSC Citibank</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">16-g Dilova St.</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Kyiv <B>03150</B>, Ukraine</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>United Arab Emirates</B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Dubai Financial</B></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Market</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank Middle East Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Securities Services</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Emaar Square</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Level&nbsp;3, Building No.&nbsp;5</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P O Box 502601</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Dubai, United Arab Emirates</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>United Arab Emirates</B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Dubai International</B></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Financial Center</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank Middle East Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Securities Services</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Emaar Square</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Level&nbsp;3, Building No.&nbsp;5</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P O Box 502601</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Dubai, United Arab Emirates</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>United Arab Emirates</B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Abu Dhabi</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank Middle East Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Securities Services</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Emaar Square</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Level&nbsp;3, Building No.&nbsp;5</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P O Box 502601</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Dubai, United Arab
Emirates</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

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<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&nbsp;&nbsp;GLOBAL CUSTODY NETWORK &#150; SCHEDULE
A</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>United&nbsp;Kingdom</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">State&nbsp;Street&nbsp;Bank&nbsp;and&nbsp;Trust&nbsp;Company,&nbsp;United</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Kingdom&nbsp;branch</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">525&nbsp;Ferry&nbsp;Road</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Edinburgh<B>&nbsp;EH5</B><B></B><B>&nbsp;2AW</B>,&nbsp;Scotland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Uruguay</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banco Ita&uacute; Uruguay S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Zabala 1463</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>11000 </B>Montevideo, Uruguay</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Venezuela</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Citibank, N.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Centro Comercial El Recreo</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Torre Norte, Piso 19</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Avenida Casanova</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Caracas, Venezuela <B>1050 </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Vietnam</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">HSBC Bank (Vietnam) Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of The Hongkong and Shanghai</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Banking Corporation Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Centre Point</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">106 Nguyen Van Troi Street</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Phu Nhuan District</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Ho Chi Minh City, Vietnam</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Zambia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Standard Chartered Bank Zambia Plc.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Standard Chartered House</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Cairo Road</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">P.O. Box 32238</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>10101</B>, Lusaka, Zambia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Zimbabwe</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Stanbic Bank Zimbabwe Limited</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">(as delegate of Standard Bank of South Africa</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Limited)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">3rd Floor</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Stanbic Centre</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">59 Samora Machel Avenue</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Harare, Zimbabwe</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

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


<IMG SRC="g920962g0625091743520.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:60pt; margin-bottom:0pt; margin-left:10%; font-size:26pt; font-family:ARIAL"><FONT COLOR="#64cce9">Depositories Operating in Network Markets </FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:10%; font-size:26pt; font-family:ARIAL"><FONT COLOR="#64cce9">Schedule B </FONT></P> <P STYLE="margin-top:30pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL" ALIGN="right"><FONT
 COLOR="#004890"><B>J<SMALL>UNE</SMALL> 30, 2017 </B></FONT></P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="4" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; padding-left:8pt">&nbsp;</TD>
<TD HEIGHT="4" COLSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD HEIGHT="4" COLSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:12pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"><FONT COLOR="#004890"><B>&nbsp;&nbsp;MARKET</B></FONT> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><FONT COLOR="#004890"><B>DEPOSITORY</B></FONT></P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:ARIAL"><FONT COLOR="#004890"><B>TYPES&nbsp;OF&nbsp;SECURITIES</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Albania</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank of Albania</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government debt</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Argentina</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Caja de Valores S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government and corporate bonds, and corporate money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Australia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Austraclear Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, corporate bonds, and corporate money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Austria</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">OeKB Central Securities Depository</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">GmbH</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities listed on Wiener B&ouml;rse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Bahrain</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Clearing, Settlement, Depository and Registry System of the Bahrain Bourse</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Bangladesh</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bangladesh Bank</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Depository Bangladesh</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Belgium</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Euroclear Belgium</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and most corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">National Bank of Belgium</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Benin</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">D&eacute;positaire Central &#150; Banque de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">R&egrave;glement</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, the West African regional exchange, including securities from
the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banque Centrale des Etats d&#146;Afrique de l&#146;Ouest</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali,
Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Bermuda</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bermuda Securities Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds</TD></TR></TABLE>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>DEPOSITORIES OPERATING IN NETWORK MARKETS
&#150; SCHEDULE B</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Federation&nbsp;of&nbsp;Bosnia</B></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>and&nbsp;Herzegovina</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Registar&nbsp;vrijednosnih&nbsp;papira&nbsp;u</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Federaciji&nbsp;Bosne&nbsp;i Hercegovine,&nbsp;d.d.</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities,&nbsp;corporate&nbsp;bonds,&nbsp;government&nbsp;securities,
money&nbsp;market&nbsp;instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Botswana</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank of Botswana</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government debt</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Securities Depository</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Company of Botswana Ltd.</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="3" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Brazil</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central de Cust&oacute;dia e de Liquida&ccedil;&atilde;o</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Financeira de T&iacute;tulos Privados (CETIP)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Corporate debt and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">BM&amp;F BOVESPA Depository Services, a department of BM&amp;F BOVESPA S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds traded on-exchange</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Sistema Especial de Liquida&ccedil;&atilde;o e de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Cust&oacute;dia (SELIC)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government debt issued by the central bank and the National Treasury</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Bulgaria</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bulgarian National Bank</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Depository AD</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Burkina Faso</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">D&eacute;positaire Central &#150; Banque de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">R&egrave;glement</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, the West African regional exchange, including securities from
the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banque Centrale des Etats d&#146;Afrique de l&#146;Ouest</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali,
Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Canada</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Canadian Depository for</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Securities Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and <FONT
STYLE="white-space:nowrap">asset-backed</FONT> securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Chile</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Dep&oacute;sito Central de Valores S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, corporate bonds, mortgage-backed securities, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>People&#146;s Republic</B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>of China</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open and closed-end funds, convertible bonds,
and warrants</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">China Central Depository and Clearing</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Co., Ltd.</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central
bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>DEPOSITORIES OPERATING IN NETWORK MARKETS
&#150; SCHEDULE B</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Shanghai&nbsp;Clearing&nbsp;House</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds,
policy bank bonds, central bank bills, enterprise bonds, certain issues of medium-term notes, commercial paper, and commercial&nbsp;bank&nbsp;bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Colombia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Dep&oacute;sito Central de Valores</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Securities issued by the central bank and the</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Republic of Colombia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Dep&oacute;sito Centralizado de Valores de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Colombia S.A. (DECEVAL)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Costa Rica</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Interclear Central de Valores S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Securities traded on Bolsa Nacional de Valores</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Croatia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Sredi&#154;nje klirin&#154;ko depozitarno dru&#154;tvo d.d.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible equities, corporate bonds, government securities, and corporate money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Cyprus</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Depository and Central</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Registry</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, dematerialized government securities, corporate money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Czech Republic</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Centr&aacute;ln&iacute; depozit&aacute;&#345; cenn&yacute;ch pap&iacute;r&#367;, a.s.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All dematerialized equities, corporate debt, and government debt, excluding Treasury bills</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Czech National Bank</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Denmark</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">VP Securities A/S</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government securities, corporate bonds, corporate money market instruments, warrants</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Egypt</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Bank of Egypt</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Misr for Central Clearing, Depository and Registry S.A.E.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible equities, corporate bonds, and Treasury bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Estonia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">AS Eesti V&auml;&auml;rtpaberikeskus</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All registered equity and debt securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Finland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Euroclear Finland</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, government securities, money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>France</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Euroclear France</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Republic of Georgia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Georgian Central Securities</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Depository</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">National Bank of Georgia</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Germany</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Clearstream Banking AG, Frankfurt</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government securities, corporate bonds, money market instruments, warrants, investment funds, and index certificates</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Ghana</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Securities Depository (Ghana) Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities and Bank of Ghana securities; equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Greece</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government debt</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>DEPOSITORIES OPERATING IN NETWORK MARKETS
&#150; SCHEDULE B</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Hellenic&nbsp;Central&nbsp;Securities&nbsp;Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible&nbsp;listed&nbsp;equities,&nbsp;government&nbsp;debt,&nbsp;and corporate&nbsp;bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Guinea-Bissau</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">D&eacute;positaire Central &#150; Banque de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">R&egrave;glement</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, the West African regional exchange, including securities from
the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banque Centrale des Etats d&#146;Afrique de l&#146;Ouest</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali,
Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Hong Kong</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Moneymarkets Unit</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government debt (i.e., exchange fund bills and notes issued by the HKMA), other private debt, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Hong Kong Securities Clearing</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Company Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Securities listed or traded on the Stock Exchange of Hong Kong Limited</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Hungary</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">KELER K&ouml;zponti &Eacute;rt&eacute;kt&aacute;r Zrt.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, corporate bonds, and investment fund notes</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Iceland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Nasdaq ver&eth;br&eacute;fami&eth;st&ouml;&eth; hf.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="3" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>India</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Depository Services (India) Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible equities, debt securities, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">National Securities Depository Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible equities, debt securities, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Reserve Bank of India</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Indonesia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank Indonesia</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara
(Treasury bills)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">PT Kustodian Sentral Efek Indonesia</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Ireland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Euroclear UK&nbsp;&amp; Ireland Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">GBP- and EUR-denominated money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Euroclear Bank S.A./N.V.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Israel</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Tel Aviv Stock Exchange Clearing</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">House Ltd. (TASE Clearing House)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, corporate bonds and trust fund units</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Italy</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Monte Titoli S.p.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate debt, government debt, money market instruments, and
warrants</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>DEPOSITORIES OPERATING IN NETWORK MARKETS
&#150; SCHEDULE B</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Ivory&nbsp;Coast</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">D&eacute;positaire&nbsp;Central&nbsp;&#150; Banque&nbsp;de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">R&egrave;glement</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, the West African regional
exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and&nbsp;Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banque Centrale des Etats d&#146;Afrique de l&#146;Ouest</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali,
Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Japan</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Bank of Japan &#150; Financial Network</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">System</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Japan Securities Depository Center</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(JASDEC) Incorporated</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, and corporate money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Jordan</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Bank of Jordan</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills, government bonds, development bonds, and public entity bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Securities Depository Center</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Kazakhstan</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Securities Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Kenya</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Bank of Kenya</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Depository and Settlement</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate debt</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Republic of Korea</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Korea Securities Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government securities, corporate bonds and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Kuwait</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Kuwait Clearing Company KSC</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Money market instruments, equities, and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Latvia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Latvian Central Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government securities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Lebanon</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banque du Liban</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities and certificates of deposit issued by the central bank</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Lithuania</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Securities Depository of</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Lithuania</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities available for public trading</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Malawi</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Reserve Bank of Malawi</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Reserve Bank of Malawi bills and Treasury bills</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Malaysia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank Negara Malaysia</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills, Bank Negara Malaysia bills, Malaysian government securities, private debt securities, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bursa Malaysia Depository Sdn. Bhd.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Securities listed on Bursa Malaysia Securities Berhad</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>DEPOSITORIES OPERATING IN NETWORK MARKETS
&#150; SCHEDULE B</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Mali</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">D&eacute;positaire&nbsp;Central&nbsp;&#150; Banque&nbsp;de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">R&egrave;glement</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, the West African regional
exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banque Centrale des Etats d&#146;Afrique de l&#146;Ouest</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali,
Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Mauritius</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank of Mauritius</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government debt (traded through primary dealers)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Depository and Settlement Co. Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Listed and unlisted equity and debt securities</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(corporate debt and T-bills traded on the exchange)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Mexico</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">S.D. Indeval, S.A. de C.V.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Morocco</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Maroclear</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible listed equities, corporate and government debt, certificates of deposit, commercial paper</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Namibia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank of Namibia</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Netherlands</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Euroclear Nederland</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, corporate bonds, corporate money market instruments, and stripped government bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>New Zealand</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">New Zealand Central Securities</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Depository Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, corporate bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Niger</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">D&eacute;positaire Central &#150; Banque de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">R&egrave;glement</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, the West African regional exchange, including securities from
the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banque Centrale des Etats d&#146;Afrique de l&#146;Ouest</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali,
Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Nigeria</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Bank of Nigeria</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and government bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Securities Clearing System</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds traded on the Nigeria Stock Exchange</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Norway</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Verdipapirsentralen</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All listed securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Oman</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Muscat Clearing&nbsp;&amp; Depository</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Company S.A.O.G.</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, government debt</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Pakistan</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Depository Company of</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Pakistan Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">State Bank of Pakistan</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>DEPOSITORIES OPERATING IN NETWORK MARKETS
&#150; SCHEDULE B</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Panama</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Central&nbsp;Latinoamericana&nbsp;de&nbsp;Valores, S.A.&nbsp;(LatinClear)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities,&nbsp;government&nbsp;and&nbsp;corporate&nbsp;debt,&nbsp;commercial
paper,&nbsp;short-term&nbsp;securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Peru</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">CAVALI S.A. Instituci&oacute;n de Compensaci&oacute;n y Liquidaci&oacute;n de Valores</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities in book-entry form traded on the stock exchange</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Philippines</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Philippine Depository&nbsp;&amp; Trust</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible equities and debt</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Registry of Scripless Securities</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(ROSS) of the Bureau of the Treasury</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Poland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Rejestr Papier&oacute;w Warto&#347;ciowych</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Krajowy Depozyt Papier&oacute;w</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Warto&#347;ciowych, S.A.</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, corporate money market instruments, Treasury bonds, warrants, and futures contracts</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Portugal</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">INTERBOLSA - Sociedad Gestora de Sistemas de Liquida&ccedil;&atilde;o e de Sistemas Centralizados de Valores Mobili&aacute;rios, S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All local Portuguese instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Qatar</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Qatar Central Securities Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government bonds and Treasury bills listed on the Qatar Exchange</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Romania</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">National Bank of Romania</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">S.C. Depozitarul Central S.A.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed equities, corporate bonds, government bonds, and municipal bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Russia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">National Settlement Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Eligible equities, Obligatsii Federal&#146;nogo Zaima</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(OFZs), and corporate debt denominated in RUB</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Saudi Arabia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Saudi Arabian Monetary Authority</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities and Saudi government development bonds (SGDBs)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Securities Depository Center</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Company</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Senegal</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">D&eacute;positaire Central &#150; Banque de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">R&egrave;glement</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, the West African regional exchange, including securities from
the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banque Centrale des Etats d&#146;Afrique de l&#146;Ouest</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali,
Niger, Senegal and Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Serbia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Securities Depository and</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Clearinghouse</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All instruments</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>DEPOSITORIES OPERATING IN NETWORK MARKETS
&#150; SCHEDULE B</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Singapore</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Monetary&nbsp;Authority&nbsp;of&nbsp;Singapore</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government&nbsp;securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">The Central Depository (Pte.) Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible listed equities and eligible private debt traded in Singapore</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Slovak Republic</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Centr&aacute;lny depozit&aacute;r cenn&yacute;ch papierov</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">SR, a.s.</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All dematerialized securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Slovenia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">KDD &#150; Centralna klirin&#154;ko depotna dru&#158;ba d.d.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All publicly traded securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>South Africa</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Strate (Pty) Ltd.</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Eligible equities, government securities, corporate bonds, money market instruments, and warrants</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Spain</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">IBERCLEAR</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, warrants, money market instruments, and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Sri Lanka</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Bank of Sri Lanka</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Depository System (Pvt) Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Republic of Srpska</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Registry of Securities in the</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Republic of Srpska JSC</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, and corporate and municipal bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Swaziland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Bank of Swaziland</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Sweden</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Euroclear Sweden</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Switzerland</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">SIX SIS AG</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Taiwan - R.O.C.</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Central Bank of the Republic of China</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(Taiwan)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Taiwan Depository and Clearing</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Corporation</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Listed equities, short-term bills, and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Tanzania</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Depository System (CDS), a department of the Dar es Salaam Stock Exchange</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Thailand</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Thailand Securities Depository</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Company Limited</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities, equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Togo</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">D&eacute;positaire Central &#150; Banque de</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">R&egrave;glement</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All securities traded on Bourse R&eacute;gionale des Valeurs Mobili&egrave;res, the West African regional exchange, including securities from
the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.</TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">



<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">

<TR>

<TD WIDTH="4%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="95%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>DEPOSITORIES OPERATING IN NETWORK MARKETS
&#150; SCHEDULE B</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="42%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">Banque&nbsp;Centrale&nbsp;des&nbsp;Etats d&#146;Afrique&nbsp;de&nbsp;l&#146;Ouest</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury&nbsp;bills&nbsp;and&nbsp;Treasury&nbsp;bonds&nbsp;issued&nbsp;by&nbsp;the
following&nbsp;West&nbsp;African&nbsp;nations:&nbsp;Benin,&nbsp;Burkina Faso,&nbsp;Guinea-Bissau,&nbsp;the&nbsp;Ivory&nbsp;Coast,&nbsp;Mali, Niger,&nbsp;Senegal&nbsp;and&nbsp;Togo.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Tunisia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Tunisie Clearing</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">All eligible listed securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Turkey</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Bank of Turkey</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Registry Agency</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, money market instruments, mutual fund certificates, exchange traded funds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Uganda</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank of Uganda</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Securities Central Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Ukraine</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">National Depository of Ukraine</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, bonds, and money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>United Arab Emirates</B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&#150; Abu Dhabi</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government securities, and corporate debt</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>United Arab Emirates</B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&#150; Dubai Financial</B></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Market</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Clearing, Settlement and Depository Division, a department of the Dubai Financial Market</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government securities, and corporate debt listed on the DFM</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>United Arab Emirates</B></FONT></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>&#150; Dubai International</B></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT COLOR="#004890"><B>Financial Center</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Central Securities Depository, owned and operated by NASDAQ Dubai Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, corporate bonds, and corporate money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>United Kingdom</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Euroclear UK&nbsp;&amp; Ireland Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt"><FONT STYLE="white-space:nowrap">GBP-</FONT> and <FONT STYLE="white-space:nowrap">EUR-denominated</FONT> money market instruments</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Uruguay</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banco Central del Uruguay</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Venezuela</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Banco Central de Venezuela</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Government securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Caja Venezolana de Valores</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Vietnam</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Vietnam Securities Depository</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities, government bonds, <FONT STYLE="white-space:nowrap">T-bills,</FONT> corporate bonds, and public fund certificates</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Zambia</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Bank of Zambia</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">LuSE Central Shares Depository Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bonds, corporate bonds, and equities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" ROWSPAN="2" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Zimbabwe</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Chengetedzai Depository Company Limited</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Equities and corporate bonds</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">Reserve Bank of Zimbabwe</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Treasury bills and Treasury bonds</TD></TR></TABLE>
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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" COLSPAN="5" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#f2f2f2">
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:12pt; font-family:ARIAL"><FONT COLOR="#004890"><B>TRANSNATIONAL
DEPOSITORIES</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" COLSPAN="3" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Euroclear Bank S.A./N.V.</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Domestic securities from more than 40 markets</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="middle" COLSPAN="3" STYLE="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.50em; text-indent:-1.00em; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#004890"><B>Clearstream Banking, S.A.</B></FONT></P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">Domestic securities from more than 50 markets</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P>


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 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:26pt; font-family:ARIAL"><FONT COLOR="#65cce9"><B>Global Custody Network Publications </B></FONT></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:10%; font-size:22pt; font-family:ARIAL"><FONT COLOR="#65cce9">Schedule C </FONT></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="59%"></TD></TR>


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<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-size:12pt" COLOR="#002060"><B>Publication&nbsp;/&nbsp;Type&nbsp;of&nbsp;Information&nbsp;&nbsp;&nbsp;&nbsp;</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT STYLE="font-size:12pt" COLOR="#002060"><B>Brief&nbsp;Description</B></FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">(scheduled update frequency)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD COLSPAN="3" VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>The Guide to Custody in World Markets</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(regular <U><FONT
 COLOR="#1f487c">my.statestreet.com</FONT></U> updates)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Global Custody Network Review</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(updated annually on <U><FONT
 COLOR="#1f487c">my.statestreet.com</FONT></U>)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">Information relating to Foreign Subcustodians in State Street&#146;s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist
them in complying with SEC Rule <FONT STYLE="white-space:nowrap">17f-5.</FONT> The Review also gives insight into State Street&#146;s market expansion and Foreign Subcustodian selection processes, as well as the procedures and controls used to
monitor the financial condition and performance of our Foreign Subcustodian banks.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Securities Depository Review</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(updated annually on <U><FONT
 COLOR="#1f487c">my.statestreet.com</FONT></U>)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to
meet informational obligations created by SEC Rule <FONT STYLE="white-space:nowrap">17f-7.</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Global Legal Survey</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(updated annually on <U><FONT
 COLOR="#1f487c">my.statestreet.com</FONT></U>)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3">With respect to each market in which State Street offers custodial services, opinions relating to whether local law re<FONT COLOR="#1f487c">stricts:</FONT></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">(i)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">access of a fund&#146;s independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System,</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">(ii)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">a fund&#146;s ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System,</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">(iii)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">a fund&#146;s ability to recover in the event of a loss by a Foreign Subcustodian or Foreign Securities System, and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">(iv)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.</TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:7pt; font-family:ARIAL" ALIGN="right"><FONT COLOR="#595958">STATE STREET
CORPORATION<B>&nbsp;&nbsp;&nbsp;&nbsp;1</B> </FONT></P>


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<TD WIDTH="98%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top"> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:2.00pt solid #64cce9">&nbsp;</TD>
<TD VALIGN="middle"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL"><FONT COLOR="#004890">&nbsp;&nbsp;<B>GLOBAL CUSTODY NETWORK PUBLICATIONS</B>
<B>&#150; SCHEDULE C</B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">


<IMG SRC="g920962gra002.jpg" ALT="LOGO">
</TD></TR></TABLE> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <DIV ALIGN="right">
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<TD WIDTH="62%"></TD></TR>


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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Subcustodian</B><B></B><B>&nbsp;Agreements</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(available <FONT
STYLE="white-space:nowrap">on&nbsp;CD-ROM&nbsp;annually)</FONT></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund assets in the markets&nbsp;in which State Street offers&nbsp;custodial services.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Global Market Bulletin</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(daily or as necessary via email and
on <FONT COLOR="#1f497d"><U>my.statestreet.com</U></FONT>)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as
other market changes that may impact State Street&#146;s clients.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Foreign Custody Risk Advisories</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(provided as necessary and
on <FONT COLOR="#002060"><U>my.statestreet.com</U></FONT>)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact
our ability to offer recognized custody service levels.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Foreign Custody Manager Material</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Change Notices</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">(quarterly or as necessary and on <FONT COLOR="#1f497d">my.statestreet.com</FONT>)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Street&#146;s foreign custody arrangements, including a summary of material changes with Foreign Subcustodians
that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories.</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:3%; font-size:8pt; font-family:ARIAL">Please contact
<FONT STYLE="font-family:ARIAL; font-size:8pt" COLOR="#000099"><U>GlobalMarketInformation@statestreet.com</U></FONT><FONT STYLE="font-family:ARIAL"> with questions about this document. </FONT></P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:3%; font-size:8pt; font-family:ARIAL">The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the
complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel.
Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">Copyright 2017 State Street Corporation </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center"><FONT
 COLOR="#000099"><U>www.statestreet.com</U> </FONT></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:6%; font-size:9pt; font-family:ARIAL">&nbsp;Information Classification:
Limited Access </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:7pt; font-family:ARIAL" ALIGN="right"><FONT COLOR="#595958">STATE STREET CORPORATION<B>&nbsp;&nbsp;&nbsp;&nbsp;2</B> </FONT></P>


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 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:17%; font-size:10pt; font-family:ARIAL"><B>FUNDS TRANSFER AND TRANSACTION ORIGINATION SECURITY SELECTION FORM </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Client or Agent Name:
</B><B><U></U></B><U>&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;&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> (hereafter referred to as the &#147;Company&#148;) </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>This Form applies to all funds for which the Company is authorized to give
proper instructions as such term is defined in the relevant contract with State Street. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f487c"><B><U>Appendix A: Securities Procedure Selection
Form</U> </B></FONT></P> <P STYLE="margin-top:14pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Additional commercially reasonable security controls may be required by State Street to supplement inherent features of funds transfer
delivery methods in order to protect the integrity of each instruction. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B></B><B><I>1) Please select one or more of the delivery method options indicated below
by checking the applicable boxes:</I></B><B> </B></P>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls&nbsp;required for the following delivery methods:</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>None. Messages
are deemed to be self-authenticating, and any message received will be relied upon as an authenticated instruction.</B></P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>SWIFT</B> (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial
institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment institutions. SWIFT
provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is
considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions. <B></B></P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>iPayBenefits</B> is a portal that offers Retirement Plan Sponsors, record keepers, third party administrators, banks and insurance companies a
total Benefit Payments processing platform to access to retiree information. There are three components: the PLUS Web retiree benefits management application to add participants, change addresses, and stop and release payments; a Custom Queries tool
for creating customized reports; and an open Customer Workspace area for posting of shared documents. Access by authorized users is through a web portal which uses RSA Adaptive Authentication (User ID and Password + &#147;security map&#148;).</P>
<P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT>
<B>CBI/RNI</B></TD></TR>
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<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt"><U>Corporate Banking Interbancario (CBI)</U> &#150; Italian National Corporate Remote Banking. The Interbank Corporate
Banking, the Italian CBI, is a telematic banking service allowing firms of all sizes to work directly, through their computer, with all the banks they have relations with. Implemented in coordination with ABI (Italian Bankers&#146; Association), the
CBI aims at guaranteeing adequate levels of service, also by means of verifying that all rules are duly respected. Particularly, CBI: centralizes a firm&#146;s relations towards the whole banking system all in one point (Banca Proponente); it
provides a wide range of financial, information and commercial tools; it always uses the same communication standards; it provides a service based on cooperation among banks (Banche Passive), without limiting opport Network (through RNI) as Banca
Passiva. RNI is an Italian Interbanking network, managed by SIA under instruction from Bank of Italy; it is used to transmit Reporting to Bank of Italy, messages and <FONT STYLE="white-space:nowrap">low-value</FONT> payment between Italian Banks,
etc. CBI is a product that is leveraging the RNI network, offered to Institutional/ Corporate clients; through CBI, clients can send instruction to Banks, and receive statements from Bank</TD></TR>
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</TABLE>
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<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


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<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
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<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#ccecff"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls
required for the following delivery&nbsp;methods:<B></B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Enabled&nbsp;Encryption.&nbsp;Messages&nbsp;are deemed&nbsp;to&nbsp;be&nbsp;self-authenticating, and any
message received will be relied upon as an authenticated instruction. </B></P> <P STYLE="font-size:4pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Data Communication - Message Queuing</B> is a communication
method that allows the Company to electronically deliver authorized financial transaction instructions to State Street using a straight through processing message delivery service.</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Encryption must be enabled. All information communicated via this method is authorized by the
Company.</P></TD></TR>
<TR STYLE="font-size:1px; font-family:ARIAL; font-size:1pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#ccecff"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required for the following delivery methods: <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Enabled
Encryption: Messages are deemed to be multi-level authenticated and any message received will be</B> <B>relied upon as an authenticated instruction. </B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Markit Custodian Integrated Document Delivery (CIDD)</B> is a
file transfer application based upon the Secure File Transfer Protocol (SFTP) standard that is designed to automatically and securely deliver executed trade settlement documentation from the Markit Loan Settlement platform.</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Encryption must be enabled. All information communicated via this method is authorized by the
Company</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1px; font-family:ARIAL; font-size:1pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#ccecff"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls
required for the following delivery methods: <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines
who</B> <B>can send instructions and who can approve them. </B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Connect: Direct</B> is a data transfer product. <B>Secure+
</B>is a product <FONT STYLE="white-space:nowrap">add-on</FONT> that implements cryptographic features such as mutual authentication, data encryption and cryptographic message integrity checking to send file based transfer and transaction
instructions which may include Fed wire and Automated Clearinghouse (ACH). <B>Secure+ </B>is required.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT
STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Secure Email &#147;Send Secure&#148; Feature Available in Outlook with Verification</B> is a communication method that allows clients to electronically deliver financial
transaction instructions to State Street using an enforced (encrypted) connection by responding to a secure email received from State Street. The communication method features use of cryptography to effect <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">point-to-point</FONT></FONT> encryption at the desktop.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security
Controls required: Predetermined authorizers</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
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<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Secure Transport (Individual)</B> is a file transfer
application based upon the Secure File Transfer Protocol (SFTP) standard that is designed to enable State Street clients/ investment managers to send file based transfer and transaction instructions over the internet which may include Fed wire and
Automated Clearinghouse (ACH). Secure Transport features multi-factor authenticators such as SecurID and digital certificates, and incorporates industry-standard encryption protocols.</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers.</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1px; font-family:ARIAL; font-size:1pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#ccecff"> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required for the following delivery methods: <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>A
predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who</B> <B>can send instructions and who can approve them. </B></P>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:1.50pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Secure Transport (Client)</B> is a file transfer application
based upon the Secure File Transfer Protocol (SFTP) standard that is designed to enable State Street clients/ investment managers to send file based transfer and transaction instructions over the internet which may include Fed wire and Automated
Clearinghouse (ACH). Secure Transport features multi-factor authenticators such as SecurID and digital certificates, and incorporates industry-standard encryption protocols. Other SFTP solutions that require multi-factor authenticators such as
SecurID and digital certificates, and incorporate industry-standard encryption protocols may also be considered.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE>
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<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#ccecff">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required for the following delivery&nbsp;methods:</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>A
predetermined authorized signature list or Funds Transfer Initiators&nbsp;and Verifiers List which outlines who can send instructions and who can approve them. Multi-factor authentication must be established using one of the following methods: user
id, password + token, out of band one-time password, or digital certificate.</B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>iDeliver/iReports - Document Upload</B> The iDeliver platform
(RDS) manages the retrieval, processing, reformatting, and distribution of reports and data. iReports, is a launched application from my.statestreet.com which allows users to view archived reports via the Intranet. The Document Upload is a feature
of iReports (a web module of iDeliver) to facilitate users to upload documents (mostly <FONT STYLE="white-space:nowrap">ad-hoc)</FONT> for distribution using one or more of the supported delivery channels.</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers. Multi-factor authentication must be
established.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Trust Interface Facility</B> A Company disbursement system
which provides workflow/approval with complete audit trail using ASG/ Citrix multi-factor authentication. This is the <FONT STYLE="white-space:nowrap">web-</FONT> based front end used by SEI clients only to instruct
<FONT STYLE="white-space:nowrap">two-party</FONT> wires, check requests, interbank transfers, ACH, and direct movements within SEI.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers. Multi- factor authentication must be established.</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Global Office (vendor application: front end to Global
Plus)</B> Access through dedicated circuit, a multi-currency accounting system that delivers automation and straight thru processing.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers. Multi-factor authentication must be established.</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>State Street Cash Manager and State Street Springboard Cash
Manager Global Funds Transfer (GFT)</B> represent State Street&#146;s proprietary <FONT STYLE="white-space:nowrap">web-based</FONT> system that enables clients to originate and electronically transmit authenticated repetitive and <FONT
STYLE="white-space:nowrap">non-repetitive</FONT> Fed wires, CHIPS, internal book transfers, drawdowns, and international payments to State Street. Any activity initiated by the Client&#146;s use of either Cash Manager access point shall constitute
an Instruction to State Street in accordance with the terms of the Client&#146;s Custody Agreement, and such Instructions shall constitute funds transfer instructions originated by the Client and can either be in U.S. dollar or other currencies
supported by the system. State Street Cash Manager and State Street Springboard Cash Manager GFT are PC and mobile access points to a <FONT STYLE="white-space:nowrap">web-based</FONT> system utilizing the Internet employing the use of ID and
password security, two factor token authentication and encryption to protect the integrity of transmissions to State Street.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Instruct</B> is a State Street
<FONT STYLE="white-space:nowrap">web-based</FONT> application designed to provide internet-enabled remote access that allows for the capturing, verification and processing of various instruction types, including securities, cash and foreign exchange
transactions. Instruct is designed using industry standard formats to facilitate straight-through processing. Instruct provides a number of security features through user entitlements, industry standard encryption protocols, digital security
certificates and multiple tiers of user authentication requirements.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls
required: Predetermined authorizers. Multi-factor authentication must be established.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Instruct Lite</B> provides flexible data entry using industry
standard message formats and market practices. Data entry can be performed manually or via file mapping, both attended&nbsp;&amp; unattended file upload. Instruct Lite interfaces directly with State Street&#146;s Transaction Management platform
supporting STP to accounting and custody systems. Supports Securities, Cash and FX Transactions and other (e.g. free format messages for ABO Com center, Stamp duty instructions).</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers. Multi-factor authentication via RSA
SecurID.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1px; font-family:ARIAL; font-size:1pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#ccecff">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required for the following delivery methods: <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>A
predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who</B> <B>can send instructions and who can approve them. A Standing Instruction is required; it is recommended that</B> <B>a Repetitive Wire be
established for this purpose. </B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT STYLE="font-family:Times New Roman">&#9744;</FONT><B> Facsimile </B>The faxing of information between the Company and State Street.</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Sophisticated Test Key or Telephone Confirmation (Callback);
Predetermined authorizers; Standing Instructions.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1px; font-family:ARIAL; font-size:1pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">3 </P>
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<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


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<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#ccecff">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required for the following delivery methods:</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL"><B>A predetermined
authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve them. A Standing Instruction is required; it is recommended that a Repetitive Wire be established for this
purpose. A Telephone Confirmation (Callback) to an Authorized Verifier is required for Private Edge clients not using Access Security Gateway (ASG).</B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Expense Manager</B> is available as a launched application
through my.statestreet.com, and is an expense processing tool that includes accrual calculation and posting to Multi-Currency Horizon (MCH), payment allocation via intra-fund demand deposit account (DDA) transfers, general ledger entries and budget
projections.</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers. Multi- factor
authentication must be established.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Cash Flow Module (eCFM)</B> is a State Street application
designed to provide remote access that allows the Company to electronically provide State Street with authorization for the transfer of funds and foreign exchange transactions. eCFM provides a number of security features through user entitlements,
an option for dual approval, industry standard encryption protocols and user authentication requirements.</P> <P STYLE="font-size:8pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required: Predetermined authorizers; Standing Instructions; Private Edge Services additionally require Telephone Confirmation (Callback) for clients
not using ASG.</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1px; font-family:ARIAL; font-size:1pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt" BGCOLOR="#ccecff">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required for the following delivery methods: <B></B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>A
predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who</B> <B>can send instructions and who can approve them. A Telephone Confirmation </B>(<B>Callback) to an Authorized</B> <B>Verifier is
required. </B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Email with Enforced Transport Layer Security (TLS)</B> is a
communication method that allows the Company to electronically deliver <B>signed </B>financial transaction instructions [Proper Instruction] to State Street using an enforced (encrypted) connection. The communication method features use of enforced
network connections which include industry-standard transport layer cryptography to effect <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">point-to-point</FONT></FONT> encryption. State Street Enforced TLS requires third party
trust and prohibits the use of self-signed digital certificates.</P> <P STYLE="font-size:10pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Security Controls required:
Predetermined authorizers; Telephone Confirmation (Callback).</P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1px; font-family:ARIAL; font-size:1pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000; BORDER-RIGHT:2.00pt solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">4 </P>
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<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B><FONT STYLE="font-family:ARIAL" COLOR="#1f497d"><U>Appendix A: Securities Procedure Selection Form</U></FONT> </B></P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:3%; text-indent:2%; font-size:10pt; font-family:ARIAL"><B><I>1) The following Security Controls are required in conjunction with the delivery methods selected above. Please select one or more
of the Security Controls indicated below by checking the applicable boxes: </I></B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" STYLE="BORDER:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Telephone Confirmation (Callback)</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Telephone confirmation will be used to verify instructions where indicated in the delivery method option. This procedure requires the Company to designate individuals as
authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Company&#146;s location to
authenticate the instruction. A second authorized person different from the originator or original approver will be contacted for instructions equal to or greater than US $10,000,000 or local currency equivalent. Telephone confirmation callback is
required for delivery method selections that do not use multi-factor authentication. For business continuity purposes, alternate telephone numbers for authorized verifiers are provided for telephonic confirmation in a force majeure
event.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Callback with SecurID&reg;</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">SecurID&reg; is a <FONT
STYLE="white-space:nowrap">state-of-the-art</FONT> product used to identify and authenticate the identity of an individual. Used in conjunction with telephone callback, it is the preferred authentication method for transactions equal to or greater
than USD 10,000,000 or local currency equivalent. A second authorized person different from the originator or original approver will be contacted for instructions equal to or greater than US $10,000,000 or local currency equivalent. SecurID&reg;
provides a more stringent security procedure for authenticating funds transfer requests, which substantially reduces the possibility of a fraudulent transaction.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Test Key</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">A test key is a unique character string that has
been exchanged between the parties for the purpose of protecting the integrity of the communication and to identify and authenticate the Company in the ordinary course of business.</P>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Sophisticated Test Key</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Test keys submitted by clients are
considered sophisticated when they are a combination of a test key number provided to them by State Street as well as some predefined detail(s) from the actual transaction instruction (currency, amount of shares or cash, settlement date, etc.). If
the tested facsimile process involves the use of sophisticated test keys, no other security procedure is required.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Standing Instructions</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Standing or Procedural Instructions
may be used. For example: where funds are transferred to a broker on the Company&#146;s established list of brokers with which it engages in transactions. Only the date, the currency and the currency amount are variable. In order to establish this
procedure, State Street will send to the Company a list of the brokers that State Street has determined are used by the Company. The Company will confirm the list in writing, and State Street will verify the written confirmation by telephone.
Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds USD 10,000,000 or local currency equivalent<B>, </B>the execution of the Standing Instruction will be confirmed by telephone (person different than
original initiator) prior to execution.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Repetitive Wires</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">For situations where funds are transferred
periodically from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed
upon limit. If the payment order exceeds US $10,000,000 or local currency equivalent, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be
reconfirmed periodically.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Individual Instruction</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Telephone confirmation is used to
establish this process. An individual instruction is a <FONT STYLE="white-space:nowrap">non-recurring</FONT> request. If the payment order exceeds US $10,000,000 or local currency equivalent<B>, </B>the instruction will be confirmed by telephone
(person different than the original initiator) prior to execution.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT> <B>Secure Email Confirmation</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Confirmation via secure email
that instructions were received and executed.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
 COLOR="#1f497d"><FONT STYLE="font-family:Times New Roman; " COLOR="#1f497d">&#9744;</FONT></FONT><B> Predetermined Authorizers</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">A predetermined authorized
signature list or a Funds Transfer Initiators and Authorized Verifiers List which outlines who can send instructions and who can approve them.</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">5 </P>
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<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:28%; text-indent:1%; font-size:10pt; font-family:ARIAL"><B><U>Selection of Security Control(s) and Authorization of Company</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:10pt; font-family:ARIAL"><B>State Street is hereby instructed to accept funds transfer instructions only via the delivery methods using the Security Controls indicated. The
selected delivery methods and security control(s) will be effective on (insert date)<U>&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> <U></U>for
payment orders initiated on behalf of the Undersigned. State Street will rely upon each communication received as if the instruction has been authenticated by the Company. </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="99%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="84%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-family:ARIAL; "><B>Company&nbsp;Name:</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR></TABLE>
<P STYLE="font-size:20pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="26%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="34%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="13%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Name</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Title</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Authorized Signature</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">6 </P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:8pt" ALIGN="center">

<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL" ALIGN="center"><B><U>Contingency Security Authorization </U></B></P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>In the case of a force majeure event during which the delivery method(s) selected are not available, an alternate business continuity phone number for authorized
verifiers is strongly recommended. State Street will use commercially reasonable best efforts to reach the authorized verifiers during such an event. If alternate telephone numbers are not provided for Telephone Confirmation, the verifier&#146;s
signature will be required in addition to an approved and documented method of client contact. </B></P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>In the event that the delivery method(s) you have selected
are unavailable for any reason outside of our control, or should State Street be unable to reach the alternate phone numbers provided for Contingency Security Authorization, State Street will use commercially reasonable best efforts to implement a
further contingency procedure to receive in and process your payment orders. However, despite such efforts, your payment orders may not be processed on value date and State Street will not be liable for any loss in such event. </B></P>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

<TD WIDTH="25%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="44%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="29%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-family:ARIAL; "><B>Signature&nbsp;of&nbsp;Client&nbsp;or&nbsp;Agent:</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><FONT STYLE="font-family:ARIAL; "><B>&nbsp;&nbsp;&nbsp;&nbsp;Date:</B><U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD></TR></TABLE> <P STYLE="font-size:20pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="99%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


<TR>

<TD WIDTH="34%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="31%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="30%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Name, Title</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Specimen Signature</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR></TABLE>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">******************************************************************************************************************************************* </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="99%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


<TR>

<TD WIDTH="34%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="31%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="30%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Name, Title</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Specimen Signature</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="13"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD>
<TD HEIGHT="13" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="40%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="39%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"><B>Client&nbsp;or&nbsp;Agent&nbsp;Name:</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">(<B>hereafter referred to as the &#147;Company&#148;) </B></TD></TR>
</TABLE> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>This agreement applies to all funds for which the Company is authorized to give proper instructions as such term is defined in the
relevant contract with State Street. </B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">7 </P>
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<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f497d"><B><U>Appendix B: Funds Transfer Initiators and Verifiers List</U> </B></FONT></P>
<P STYLE="margin-top:8pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT STYLE="font-family:ARIAL; font-size:12pt" COLOR="#1f497d"><B></B><FONT STYLE="font-family:Times New Roman" COLOR="#1f497d">&#9744;</FONT><FONT
STYLE="font-family:ARIAL" COLOR="#1f497d"><B></B></FONT><B></B></FONT><FONT STYLE="font-family:ARIAL">&nbsp;&nbsp;Hereby enclosed an Authorized Signature List - a listing of our staff members authorized to <B>Initiate </B>or <B>Verify </B>payment
orders to State Street and to set up repetitive wires. </FONT></P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="98%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="84%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-family:ARIAL; "><B>Company&nbsp;Name:</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR></TABLE>
<P STYLE="font-size:20pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="26%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="34%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="13%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Name</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Title</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Authorized Signature</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="24"></TD>
<TD HEIGHT="24" COLSPAN="2"></TD>
<TD HEIGHT="24" COLSPAN="2"></TD>
<TD HEIGHT="24" COLSPAN="2"></TD>
<TD HEIGHT="24" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Name</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Title</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top">Authorized Signature</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:20pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><I>(In case of segregation on the type or limitations on the size of the transactions, please provide us with a decision matrix table or
an equivalent document). </I></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">8 </P>
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<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT STYLE="font-family:Times New Roman">&#9744;</FONT> We do not publish an Authorized Signature List. The authorized
<B>Initiator(s) </B>and <B>Verifier(s) </B>are as follows: </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Authorized Initiator(s): </B>(Please Type or Print) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><I>Please provide a listing of </I><B><I>Initiators. </I></B><I>An Initiator is a person whose signature the original instruction bears. </I></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="98%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">1) Name,&nbsp;Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Specimen&nbsp;Signature</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">******************************************************************************************************************************************* </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">2) Name, Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Specimen Signature</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">******************************************************************************************************************************************* </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="32%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">3) Name, Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Specimen Signature</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">******************************************************************************************************************************************* </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="98%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">4) Name, Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Specimen Signature</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#167;</FONT> <FONT
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 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">9 </P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:8pt" ALIGN="center">

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<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT COLOR="#1f487c"><B><U>Appendix B: Funds Transfer Initiators and Verifiers List </U></B><B><I><U>(continued)
</U></I></B><B><U></U> </B></FONT></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><B>Authorized Verifier(s): </B><B><I>(Please Type or Print) </I></B><B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><I>Please provide a listing of </I><B><I>Verifier(s). </I></B><I>A Verifier is a person whom State Street may call back for telephone confirmation of the original
instruction. </I></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">1) Name,&nbsp;Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Specimen&nbsp;Signature</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">****************************************************************************************************************************************** </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">2) Name, Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Specimen Signature</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">****************************************************************************************************************************************** </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="98%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">3) Name, Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Specimen Signature</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">****************************************************************************************************************************************** </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="98%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


<TR>

<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="33%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">4) Name, Title</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Specimen Signature</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Amount Limit (If Any)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Email</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Primary Phone Number</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Alternate Phone Number</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
</TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">****************************************************************************************************************************************** </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="99%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="84%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-family:ARIAL; "><B>Company&nbsp;Name:</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR></TABLE>
<P STYLE="font-size:20pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="26%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="34%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="21%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="13%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Name</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Title</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">Authorized Signature</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:ARIAL">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="24"></TD>
<TD HEIGHT="24" COLSPAN="2"></TD>
<TD HEIGHT="24" COLSPAN="2"></TD>
<TD HEIGHT="24" COLSPAN="2"></TD>
<TD HEIGHT="24" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:ARIAL">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top">Name</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Title</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD VALIGN="top">Authorized Signature</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">10 </P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:8pt" ALIGN="center">

<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman" ALIGN="center"><B>FUNDS TRANSFER AND TRANSACTION OPERATING GUIDELINES </B></P>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">OBLIGATION OF THE SENDER: State Street is authorized to promptly debit Client&#146;s account(s) upon the receipt
of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders in compliance with the Security
Procedure and with the Client&#146;s/Investment Manager&#146;s/Recordkeeper&#146;s (hereinafter called &#147;Client&#148;) instructions on the execution date provided that such payment order is received by the customary deadline for processing such
a request, unless the payment order specifies a later time. All payment orders and communications received after this time will be deemed to have been received on the next business day. </P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it has designated on the Selection Form
was selected by the Client from Security Procedures offered by State Street. The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street. The Client
must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Client&#146;s authorized personnel. State Street shall verify the authenticity of all
instructions according to the Security Procedure. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">ACCOUNT NUMBERS: State Street shall process all payment orders on the basis of the account number contained in
the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. </P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">REJECTION: State Street reserves the right to decline to process or delay the processing of a payment order if
(a)&nbsp;the payment order is in excess of the collected balance in the account to be charged at the time of State Street&#146;s receipt of such payment order; (b)&nbsp;initiating such payment order would cause State Street, in State Street&#146;s
sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c)&nbsp;State Street, in good faith, is unable to satisfy itself that the transaction has
been properly authorized. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">5.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act on all authorized requests to cancel
or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act. However, State Street assumes no liability if the request
for amendment or cancellation cannot be satisfied. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">6.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">ERRORS: State Street shall assume no responsibility for failure to detect any erroneous payment order provided
that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection
of errors in payment orders. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">7.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility for lost interest with respect to the
refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30)&nbsp;days of notification by State Street of the acceptance of such payment order. In no event shall State
Street be liable for special indirect or con sequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order. </P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">8.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">AUTOMATED CLEARING HOUSE (&#147;ACH&#148;) CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a Client initiates or
receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial
Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from
the Federal Reserve Bank. If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry and the party making payment to the
Client via such entry shall not be deemed to have paid the amount of the entry. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">9.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">CONFIRMATION STATEMENTS: Confirmation of State Street&#146;s execution of payment orders shall ordinarily be
provided within 24 hours notice which may be delivered through State Street&#146;s proprietary information systems, such as, but not limited to Horizon and MYSS<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP>, or by facsimile or callback.
The Client must report any objections to the execution of a payment order within 30 days. </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">10.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">NON US BRANCH DEPOSITS: State Street shall not be required to repay any deposit made at a non-U.S. branch of
State Street, or any deposit made with State Street and denominated in a non-U.S. dollar currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to:
(a)&nbsp;an act of war, insurrection or civil strife; (b)&nbsp;any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be reorganized as a defacto or a
dejure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes otherwise materially impairs the normal operation of civil authority. The obligation to repay any such deposit shall not be transferred to
and may not be enforced against any other branch of State Street. </P></TD></TR></TABLE> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:9pt; font-family:Times New Roman">The foregoing provisions of Section&nbsp;10 constitute
the disclosure required by Massachusetts General Laws, Chapter 167D, Section&nbsp;36. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; margin-left:9%; font-size:9pt; font-family:Times New Roman">While State Street is not obligated to repay any
deposit made at a non-U.S. branch or any deposit denominated in a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all circumstances
preventing, prohibiting or otherwise blocking repayment cease to exist. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">11 </P>
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<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">11.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">ERISA PLANS. To the extent applicable, with respect to each debit of ERISA plan (the &#147;Plan(s)&#148;) assets
initiated by the Client or its authorized delegate initiated utilizing any of the methods described herein, the Client hereby represents and warrants to State Street that: </P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">the Client is the plan sponsor of the Plan(s) and, where deemed appropriate by the Client, legal counsel engaged
to act on behalf of the Plan(s) have reviewed each payment request in the exercise of its fiduciary duty to the Plan(s); </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">upon the advice of legal counsel, where deemed appropriate by the Client, and to the best knowledge of the
Client after due investigation and inquiry, that each payment: </P></TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="23%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">a.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">(I)&nbsp;is necessary and appropriate in connection with the administration of the Plan(s), (II) does not
involve employer functions such as establishment, design and/or termination of plans, and (III)&nbsp;does not represent an allocation of employer overhead expenses; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="23%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">b.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">is reasonable in amount for the services provided to the plan(s), which services are provided pursuant to a
reasonable contract or agreement governing such expenses; </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="23%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">c.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">is properly allocated among the relevant Plan(s) on the basis of services performed for each Plan;
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="23%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">d.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">complies with the provisions of the Plan(s) and the Trust which serves as the funding vehicle for such Plan(s);
and </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="23%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">e.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">will not involve a &#147;prohibited transaction&#148; under Section&nbsp;406 of the Employee Retirement Income
Security Act of 1974 (&#147;ERISA&#148;) which is not exempt under Section&nbsp;408 of ERISA, or otherwise contravene any provision of existing law or regulation; </P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="11%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman; " ALIGN="left">the foregoing representations and warranties shall be continuing and these representations and warranties shall
be deemed as renewed by the Client for each payment made by the action of initiating a transfer of assets from an ERISA Plan account utilizing any of the methods described herein. State Street shall be protected in relying on these representations
and warranties unless notified otherwise in writing by the Client. </P></TD></TR></TABLE> <P STYLE="margin-top:20pt; margin-bottom:0pt; margin-left:1%; font-size:9pt; font-family:Times New Roman">I understand and agree to the terms and conditions
described above. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="99%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:9pt">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="37%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="9%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="18%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="13%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:9pt; font-family:Times New Roman">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; margin-left:2.00em; font-size:9pt; font-family:Times New Roman">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:9pt; font-family:Times New Roman">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top">Type or Print Name</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; font-size:9pt; font-family:Times New Roman">Authorized&nbsp;Signature</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Title</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR></TABLE></DIV> <P STYLE="font-size:20pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="99%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="24%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="22%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="9%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="20%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="21%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:9pt; font-family:Times New Roman">Company</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:ARIAL" ALIGN="center">12 </P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:8pt" ALIGN="center">

<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:8pt">
<TD VALIGN="top">STATE STREET CORPORATION &#150; REV. 03/2017</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right">Limited Access</TD></TR></TABLE>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>REMOTE ACCESS SERVICES ADDENDUM </U></B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>TO MASTER CUSTODIAN AGREEMENT </U></B></P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">ADDENDUM to that certain Master Custodian Agreement (the &#147;Custodian Agreement&#148;) by and among each
management investment company identified on Appendix A thereto or made subject thereto pursuant to Section&nbsp;20.6 thereof (each, a &#147;Customer&#148;) and State Street Bank and Trust Company, including its subsidiaries and affiliates
(&#147;State Street&#148;). </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">State Street has developed and/or utilizes proprietary or third-party
accounting and other systems in conjunction with the services that State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its ownership and/or control that it makes available to its
customers (the &#147;Remote Access Services&#148;). </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman"><U>The Services</U> </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who
agree to abide by the terms of this Addendum (&#147;Authorized Designees&#148;) with access to State Street proprietary and third-party systems as may be offered by State Street from time to time (each, a &#147;System&#148;) on a remote basis. </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Security Procedures</U> </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and
procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street or its third-party vendors for use of the System and access to
the Remote Access Services. The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns or has reason
to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other
equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the
Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time. </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Fees</U> </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in
the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this
Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from
such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Proprietary
Information/Injunctive Relief</U> </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The System and Remote Access Services described herein and the databases, computer
programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information
made available to the Customer by State Street as part of the Remote Access Services </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">i </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">
and through the use of the System and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third-party vendors related thereto are the
exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third-party vendors (the &#147;Proprietary Information&#148;). The Customer agrees on behalf of itself and its Authorized Designees to keep the
Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary
Information in the public domain or required by law to be made public. </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Customer agrees to use the Remote Access
Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i)&nbsp;permit any third party to use the System or the Remote Access Services,
(ii)&nbsp;sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii)&nbsp;use the System or the Remote Access
Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv)&nbsp;allow or cause any information transmitted from State Street&#146;s databases, including data from third-party sources,
available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street&#146;s customer. </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Customer agrees that neither it nor its Authorized Designees will modify the System in any way, enhance, copy or otherwise
create derivative works based upon the System, nor will the Customer or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity
ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate
injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Limited Warranties</U> </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">State Street represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide
the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information
obtained from third parties, the System and Remote Access Services are provided &#147;AS IS&#148; without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely
responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors
will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any
party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party&#146;s control. </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ii </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman"><U>Infringement</U> </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is
based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the
Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street
proprietary system or any part thereof become, or in State Street&#146;s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right,
at State Street&#146;s sole option, to (i)&nbsp;procure for the Customer the right to continue using the State Street proprietary system, (ii)&nbsp;replace or modify the State Street proprietary system so that the State Street proprietary system
becomes noninfringing, or (iii)&nbsp;terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section. </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Termination</U> </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Either party to the Custodian Agreement may terminate this Addendum (i)&nbsp;for any reason by giving the other party at least
one-hundred and eighty (180)&nbsp;days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30)&nbsp;days notice in the case of notice from the Customer to State Street of termination, or
(ii)&nbsp;immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90)&nbsp;days
after the termination of any service agreement applicable to the Customer. The Customer&#146;s use of any third-party System is contingent upon its compliance with any terms of use of such system imposed by such third party and State Street&#146;s
continued access to, and use of, such third-party system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized
Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3)&nbsp;years. </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Miscellaneous</U> </P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">This Addendum constitutes the entire understanding of the parties to the Custodian Agreement with respect to access to the
System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts. </P> <P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">By its execution of the Custodian Agreement, the Customer: (a)&nbsp;confirms to State Street that it
informs all Authorized Designees of the terms of this Addendum; (b)&nbsp;accepts responsibility for its and its Authorized Designees&#146; compliance with the terms of this Addendum; and (c)&nbsp;indemnifies and holds State Street harmless from and
against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">iii </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B><U>LOAN SERVICES ADDENDUM </U></B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B><U>TO MASTER CUSTODIAN AGREEMENT </U></B></P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">ADDENDUM to that certain Master Custodian Agreement (the &#147;<B><I>Custodian Agreement</I></B>&#148;) by and
among each fund (a &#147;<B><I>Fund</I></B>&#148;) identified on Appendix A thereto or made subject thereto pursuant to Section&nbsp;20.6 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the
&#147;<B><I>Custodian</I></B>&#148;). As used in this Addendum, the term &#147;<B><I>Fund</I></B>&#148;, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">The following provisions will apply with respect to interests in commercial loans, including loan
participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, &#147;<B><I>Loans</I></B>&#148;), made or acquired by a Fund on behalf of one or more of its
Portfolios. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL> 1. <U>P<SMALL>AYMENT</SMALL>
C<SMALL>USTODY</SMALL></U><SMALL></SMALL>. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement, </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Fund will cause the Custodian to be named as the
Fund&#146;s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with
respect to the Loan; and </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Custodian will credit to
the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being
conditional upon clearance and actual receipt by the Custodian of final payment. </P> <P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">S<SMALL>ECTION</SMALL>
2. <U>M<SMALL>ONITORING</SMALL></U><SMALL></SMALL>. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan, </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Fund will deliver, or cause to be delivered, to the
Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may
reasonably require in order to perform its services hereunder (collectively, &#147;<B><I>Loan Information</I></B>&#148;) and in such form and format as the Custodian may reasonably request; and </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Custodian will (i)&nbsp;if the amount of a principal,
interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been
received and (ii)&nbsp;if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">i </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:12pt; font-family:Times New Roman">S<SMALL>ECTION</SMALL> 3. <U>E<SMALL>XCULPATION</SMALL> <SMALL>OF</SMALL> <SMALL>THE</SMALL>
C<SMALL>USTODIAN</SMALL></U><SMALL></SMALL>. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Payment Custody and Monitoring. </I>The Custodian will
have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate,
recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i)&nbsp;rely upon the Loan Information
provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii)&nbsp;update its
records on the basis of such information or notices as may from time to time be received by the Custodian. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Any Service</I>. The Custodian will have no obligation
to (i)&nbsp;determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii)&nbsp;ensure that the Fund&#146;s acquisition of the Loan has been authorized by the
Fund, (iii)&nbsp;collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation,
notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv)&nbsp;become itself the record title holder
of the Loan or (v)&nbsp;make any advance of its own funds with respect to the Loan. </P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; margin-left:1%; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Miscellaneous. </I>The Custodian will not be considered
to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the
Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian&#146;s duties under this Addendum, the Custodian may request instructions from the Fund and
will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan
pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ii </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>APPENDIX A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>TO </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B><U>M<SMALL>ASTER</SMALL> C<SMALL>USTODIAN</SMALL> A<SMALL>GREEMENT</SMALL></U><SMALL></SMALL> </B></P>
<P STYLE="margin-top:20pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>M<SMALL>ANAGEMENT</SMALL> I<SMALL>NVESTMENT</SMALL> C<SMALL>OMPANIES</SMALL> R<SMALL>EGISTERED</SMALL> <SMALL>WITH</SMALL> <SMALL>THE</SMALL> SEC
<SMALL>AND</SMALL> P<SMALL>ORTFOLIOS</SMALL> <SMALL>THEREOF</SMALL>, I<SMALL>F</SMALL> A<SMALL>NY</SMALL></U><SMALL></SMALL> </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">DoubleLine Income Solutions
Fund </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">DoubleLine Funds Trust </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;DoubleLine Emerging Markets Local Currency Bond Fund </P>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(2)
<SEQUENCE>3
<FILENAME>d920962dex99k2.htm
<DESCRIPTION>EX-99.(K)(2)
<TEXT>
<HTML><HEAD>
<TITLE>EX-99.(k)(2)</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">Exhibit (k)(2) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INCOME SOLUTIONS FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>FIRST AMENDMENT TO THE </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>MASTER SERVICES AGREEMENT </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; text-indent:5%; font-size:12pt; font-family:Times New Roman" ALIGN="justify"><B>THIS FIRST AMENDMENT, </B>effective as of the <B>20</B><B><SUP STYLE="font-size:85%; vertical-align:top">th</SUP></B><B>
</B>day of November, <B>2015, </B>to the Master Services Agreement, dated as of February <B>27, 2013 </B>(the &#147;Master Agreement&#148;), is entered into by and among <B>DOUBLELINE INCOME SOLUTIONS FUND, </B>a Massachusetts business trust (the
&#147;Fund&#148;), <B>TS CAPITAL, LLC </B>and its affiliated entities, each a Delaware limited liability company (collectively referred to herein as &#147;TSC&#148;) and <B>U.S. BANCORP FUND SERVICES, LLC, </B>a Wisconsin limited liability company
(&#147;USBFS&#148;). </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>RECITALS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman"><B>WHEREAS, </B>the parties have entered into the Master Agreement; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman"><B>WHEREAS, </B>the parties desire to amend the term of the Master Agreement; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman"><B>WHEREAS, </B>Section&nbsp;9 of the Master Agreement allows for its amendment by a written instrument executed by both parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman"><B>NOW, THEREFORE, </B>the parties agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman"><B>Section&nbsp;9, Term of Agreement; Amendment is hereby superseded and replaced with the following: </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman"><B>9.&nbsp;&nbsp;&nbsp;&nbsp;Term of Agreement; Amendment. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:12pt; font-family:Times New Roman">This Agreement shall become effective as of the date first written above and will continue in effect through February&nbsp;27, 2018. This
Agreement may be terminated by any of the parties upon giving 90 days prior written notice or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any of the parties upon
the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement
executed by USBFS, TSC and the Fund, and authorized or approved by the Board of Trustees of the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Except to the extent amended hereby, the Master
Agreement shall remain in full force and effect. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman"><B>(signatures on the following page) </B></P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">Exhibit (k)(2) </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date
and year first written above. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" ALIGN="center">


<TR>

<TD WIDTH="5%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="34%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="3%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="35%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">DOUBLELINE INCOME</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:12pt; font-family:Times New Roman">SOLUTIONS
FUND</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3">U.S. BANCORP FUND SERVICES, LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:12pt; font-family:Times New Roman">/s/ Ronald Redell</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:12pt; font-family:Times New Roman">/s/ Michael R. McVoy</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19" COLSPAN="3"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom" COLSPAN="3">Name: Ronald Redell</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3">Name: Michael R. McVoy</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19" COLSPAN="3"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom" COLSPAN="3">Title: President</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3">Title: Executive Vice President</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19" COLSPAN="3"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top" COLSPAN="3">TS CAPITAL, LLC</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:12pt; font-family:Times New Roman">/s/ Jerry Vainisi</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"><FONT STYLE="font-size:11pt">Name:</FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:12pt; font-family:Times New Roman">Jerry Vainisi</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD>
<TD HEIGHT="19" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"><FONT STYLE="font-size:11pt">Title:</FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:12pt; font-family:Times New Roman">CEO</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
</TABLE>
</DIV></Center>

</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(3)
<SEQUENCE>4
<FILENAME>d920962dex99k3.htm
<DESCRIPTION>EX-99.(K)(3)
<TEXT>
<HTML><HEAD>
<TITLE>EX-99.(k)(3)</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">Exhibit (k)(3) </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INCOME SOLUTIONS FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>SECOND AMENDMENT TO THE </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>MASTER SERVICES AGREEMENT </B></P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>THIS SECOND AMENDMENT,</B> dated as of the 17th of November 2017, to the Master Services Agreement, dated as of
February&nbsp;27, 2013 (the &#147;Master Agreement&#148;), is entered into by and among <B>DOUBLELINE INCOME SOLUTIONS FUND, </B>a Massachusetts business trust (the &#147;Fund&#148;), <B>TS CAPITAL, LLC</B> and its affiliated entities, each a
Delaware limited liability company (collectively referred to herein as &#147;TSC&#148;) and <B>U.S. BANCORP FUND SERVICES, LLC</B>, a Wisconsin limited liability company (&#147;USBFS&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center">RECITALS </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman"><B>WHEREAS, </B>the
parties have entered into the Master Agreement; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman"><B>WHEREAS,</B> the parties desire to amend the term of the Master Agreement; and
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman"><B>WHEREAS</B>, Section&nbsp;9 of the Master Agreement allows for its amendment by a written instrument executed by both parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman"><B>NOW, THEREFORE,</B> the parties agree as follows: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">1)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="left"><B>Section</B><B></B><B>&nbsp;9, Term of Agreement; Amendment is hereby superseded and replaced with the
following:</B> </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>9.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="left"><B>Term of Agreement; Amendment </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">This Agreement shall become effective as of February&nbsp;28, 2018 and will continue in effect through
February&nbsp;27, 2021. This Agreement may be terminated by any of the parties upon giving 90 days prior written notice or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated
by any of the parties upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner
except by written agreement executed by USBFS, TSC and the Fund, and authorized or approved by the Board of Trustees of the Fund. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">2)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="left"><B>Exhibit E is hereby superseded and replaced in its entirety with Exhibit E attached hereto.</B>
</P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">Except to the extent amended hereby, the Master Agreement shall remain in full force and effect. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman"><B>(signatures on the following page) </B></P>
</DIV></Center>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:30pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">IN WITNESS WHEREOF, the parties
hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" ALIGN="center">


<TR>

<TD WIDTH="51%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman"><B>DOUBLELINE INCOME</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:11pt; font-family:Times New Roman"><B>SOLUTIONS
FUND</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>U.S. BANCORP FUND SERVICES, LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="10"></TD>
<TD HEIGHT="10" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom">By: </TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">By: </TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="10"></TD>
<TD HEIGHT="10" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom">Name: </TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Name: </TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="10"></TD>
<TD HEIGHT="10" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="bottom">Title: </TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Title: </TD></TR>
</TABLE> <P STYLE="margin-top:30pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman"><B>TS CAPITAL, LLC </B></P> <P STYLE="font-size:2pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" ALIGN="center">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">By: <U>&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></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Name: <U>&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></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="19"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top">Title: <U>&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></TD></TR>
</TABLE>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B><U>Exhibit E - Master Services Agreement </U></B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:13pt" ALIGN="center">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR BGCOLOR="#000000" STYLE="page-break-inside:avoid ; font-family:ARIAL; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:13pt; font-family:ARIAL" ALIGN="center"><FONT COLOR="#ffffff"><B><FONT COLOR="#ffffff">DOUBLELINE INCOME SOLUTIONS FUND</FONT></B></FONT></P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt" align="left">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL" ALIGN="center"><FONT COLOR="#ffffff"><B><FONT COLOR="#ffffff">ANNUAL FEE SCHEDULE at
February, 2018</FONT></B></FONT></P> <P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:1pt" align="left">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL"><B>Annual Fee Based Upon Average Total Managed Assets Per Fund** </B></P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">-</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">10 basis points on average total managed assets* during the first year of this agreement (02.28. 2018 to 02.27.2019)
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">-</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">7.5 basis points on average total managed assets* during the second year of this agreement (02.28. 2019 to 02.27.2020)
</P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">-</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">5.0 basis points on average total managed assets* during the third year of this agreement (2.28. 2020 to 2.27.2021)
</P></TD></TR></TABLE> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:9.5pt; font-family:ARIAL">Minimum annual fee: $231,000 for the first year (February 28, 2018 to February&nbsp;27, 2019) </P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">-</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">Minimum annual fee: $175,000 for the second year (February 28, 2019 to February&nbsp;27, 2020) </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">-</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">Minimum annual fee: $166,667 for the third year (February 28, 2020 to February&nbsp;27, 2021) </P></TD></TR></TABLE>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL"><B><U>Services Included in Annual Fee: </U></B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman">&#9726;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">Fund Accounting </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman">&#9726;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">Fund Administration </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman">&#9726;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">Transfer Agent </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman">&#9726;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">Advisor Information Source Web portal </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman">&#9726;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">Chief Compliance Officer Support Fee </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:ARIAL; font-size:9.5pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="font-family:Times New Roman">&#9726;</FONT></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL; " ALIGN="left">TSC Services </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL"><B><U><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Out-Of-Pocket</FONT></FONT> Expenses </U></B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL">Including but not limited to pricing services, corporate action services, fair value pricing services, factor services, customized reporting, third-party data provider
costs, postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, tax <FONT STYLE="white-space:nowrap">e-filing,</FONT> wash sale reporting (Gainskeeper), federal and state regulatory filing fees, expenses from Board
of directors meetings, third party auditing and legal expenses, mailing, envelopes, record retention, disaster recovery charges, Fed wire charges, voice response (VRU) maintenance and development, data communication and implementation charges,
listing fees and travel. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL"><B><U>Additional Services </U></B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL">Available but not
included above are the following services - legal administration (e.g., registration statement update), Section&nbsp;15(c) reporting, daily compliance testing, electronic Board book portal (BookMark), client dedicated line data access, training,
expedited CUSIP setup, dividend reinvestment fees, additional share classes and additional services mutually agreed upon. </P> <P STYLE="margin-top:60pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL">* Subject to annual CPI increase,
Milwaukee MSA. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL">Fees are billed monthly. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:9.5pt; font-family:ARIAL">** &#147;total managed assets&#148;
means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions, or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other
than liabilities in respect of reverse repurchase agreements, dollar roll transactions, or similar transactions, and borrowings). For purposes of calculating &#147;total managed assets,&#148; the liquidation preference of any preferred shares
outstanding shall not be considered a liability. For clarity, with respect to any reverse repurchase agreement, dollar roll or similar transaction, &#147;total managed assets&#148; includes 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 asset so sold as of the relevant measuring date. The average daily total managed assets of the Fund for any month shall be determined by taking an average of all of the
determinations of total managed assets during such month at the close of business on each business day during such month while this Agreement is in effect. </P>
</DIV></Center>

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<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>5
<FILENAME>d920962dex99l.htm
<DESCRIPTION>EX-99.(L)
<TEXT>
<HTML><HEAD>
<TITLE>EX-99.(l)</TITLE>
</HEAD>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="right">Exhibit (l) </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt ; margin-bottom:0pt" ALIGN="justify">&nbsp;&nbsp;


<IMG SRC="g920962dsp6.jpg" ALT="LOGO">
</P></TD></TR>
</TABLE> <P STYLE="margin-top:30pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">September&nbsp;30, 2020 </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">DoubleLine Income Solutions Fund </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">333 South Grand Avenue, Suite
1800 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman">Los Angeles, California 90071 </P> <P STYLE="margin-top:30pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">Ladies
and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">We have acted as counsel to DoubleLine Income Solutions Fund (the &#147;Fund&#148;) in connection with the
registration statement of the Fund on Form <FONT STYLE="white-space:nowrap">N-2</FONT> under the Securities Act of 1933 (the &#147;Securities Act&#148;) and the Investment Company Act of 1940, each as amended, (file no. <FONT
STYLE="white-space:nowrap">811-22791)</FONT> (the &#147;Registration Statement&#148;) with respect to the sale and issuance of up to a number of its common shares of beneficial interest, par value of $0.00001 per share (the &#147;Common
Shares&#148;), having an aggregate offering price of up to $500,000,000. The Common Shares are to be sold pursuant to a Distribution Agreement substantially in the form filed as an exhibit to the Registration Statement between the Fund and Foreside
Fund Services, LLC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">We have examined the Fund&#146;s Amended and Restated Agreement and Declaration of Trust on file in
the office of the Secretary of The Commonwealth of Massachusetts (the &#147;Declaration of Trust&#148;) and the Fund&#146;s Amended and Restated Bylaws, and are familiar with the actions taken by the Fund in connection with the issuance and sale of
the Common Shares. We have also examined such other documents and records as we have deemed necessary for the purposes of this opinion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">Based upon the foregoing, we are of the opinion that: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">1. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Fund is a duly organized and validly existing unincorporated voluntary
association with transferable shares under and by virtue of the laws of The Commonwealth of Massachusetts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">2.
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Common Shares have been duly authorized and, when and if issued and paid for in accordance with the Registration Statement, will be validly issued, fully paid and, except as described in the
following paragraph, nonassessable by the Fund. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">The Fund is an entity of the type commonly known as a &#147;Massachusetts
business trust.&#148; Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of
the Fund and requires that a notice of such disclaimer be given in each note, bond, contract, instrument, certificate or undertaking entered into or executed by the Fund or its trustees. The Declaration of Trust provides for indemnification out of
the property of the Fund for all loss and expense of any shareholder of the Fund held personally liable solely by reason </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:9pt; font-family:Times New Roman">Page 2 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">of his being or having been a shareholder. Thus, the risk of a shareholder&#146;s incurring
financial loss on account of being a shareholder should be limited to circumstances in which the Fund itself would be unable to meet its obligations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:12pt; font-family:Times New Roman" ALIGN="justify">We understand that this opinion is to be used in connection with the registration of the Common Shares for offering and sale
pursuant to the Securities Act of 1933. We consent to the filing of this opinion with and as part of the Registration Statement and to the references to our firm under the caption &#147;Legal matters&#148; in the prospectus, contained in the
Registration Statement. </P> <P STYLE="margin-top:60pt; margin-bottom:0pt; margin-left:58%; text-indent:-2%; font-size:12pt; font-family:Times New Roman">Very truly yours, </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:58%; text-indent:-2%; font-size:12pt; font-family:Times New Roman">/s/ Ropes&nbsp;&amp; Gray LLP </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:58%; text-indent:-2%; font-size:12pt; font-family:Times New Roman">Ropes&nbsp;&amp; Gray LLP </P>
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<DOCUMENT>
<TYPE>EX-99.(N)(1)
<SEQUENCE>6
<FILENAME>d920962dex99n1.htm
<DESCRIPTION>EX-99.(N)(1)
<TEXT>
<HTML><HEAD>
<TITLE>EX-99.(n)(1)</TITLE>
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 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="right">Exhibit (n)(1) </P>
<P STYLE="margin-top:30pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman"><B>REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">To the Shareholders and Board of Trustees of </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">DoubleLine Income
Solutions Fund </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">Los Angeles, California </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">We have audited the
statement of assets and liabilities of DoubleLine Income Solutions Fund (the &#147;Fund&#148;), including the schedule of investments, as of September&nbsp;30, 2019, the related statements of operations and cash flows for the year then ended, the
statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. Such financial statements and our reports on the financial
statements dated November&nbsp;25, 2019 expressing an unqualified opinion are incorporated by reference elsewhere in this Registration Statement. The accompanying senior securities table that is included under the section &#147;Financial
Highlights&#148; is the responsibility of the Fund&#146;s management. Our responsibility is to express an opinion on such accompanying senior securities table included under the section &#147;Financial Highlights&#148; in relation to the complete
financial statements. </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">In our opinion, the information set forth in the accompanying senior securities table included under the section &#147;Financial
Highlights&#148; as of September&nbsp;30, 2019, 2018, 2017, 2016, 2015, 2014, and 2013 is fairly stated in all material respects in relation to the financial statements from which it has been derived. </P>
<P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">/s/ Deloitte&nbsp;&amp; Touche LLP </P> <P STYLE="margin-top:10pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">Costa Mesa, California </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">September&nbsp;30, 2020 </P>
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<DOCUMENT>
<TYPE>EX-99.(N)(2)
<SEQUENCE>7
<FILENAME>d920962dex99n2.htm
<DESCRIPTION>EX-99.(N)(2)
<TEXT>
<HTML><HEAD>
<TITLE>EX-99.(n)(2)</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit (n)(2) </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">We consent to the incorporation by reference in this Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2</FONT> of our report
dated November&nbsp;25, 2019, relating to the financial statements and financial highlights of DoubleLine Income Solutions Fund appearing in the Annual Report on Form <FONT STYLE="white-space:nowrap">N-CSR</FONT> of DoubleLine Income Solutions Fund
for the year ended September&nbsp;30, 2019, and to the inclusion of our report dated September&nbsp;30, 2020, relating to the accompanying senior securities table that is included under the section &#147;Financial Highlights&#148; of DoubleLine
Income Solutions Fund appearing elsewhere in this registration statement, and to the references to us under the headings &#147;Financial Highlights&#148; and &#147;Independent Registered Public Accounting Firm&#148; in the Prospectus and
&#147;Independent Registered Public Accounting Firm&#148; in the Statement of Additional Information, which are part of such Registration Statement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">/s/
Deloitte&nbsp;&amp; Touche LLP </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Costa Mesa, California </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">September&nbsp;30, 2020 </P>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(R)(1)
<SEQUENCE>8
<FILENAME>d920962dex99r1.htm
<DESCRIPTION>EX-99.(R)(1)
<TEXT>
<HTML><HEAD>
<TITLE>EX-99.(r)(1)</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit (r)(1) </P> <P STYLE="font-size:24pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="center">


<IMG SRC="g920962g17k79.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>Code of Ethics </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>for </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Group LP
</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Capital LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Equity LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Alternatives LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Investment Management Asia Ltd. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Funds Trust </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Income Solutions Fund </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Opportunistic Credit Fund </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>DoubleLine Yield Opportunities Fund </B></P>
<P STYLE="margin-top:36pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center">Effective date: January&nbsp;1, 2020 </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B><U>TABLE OF CONTENTS</U> </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom">&nbsp;</TD>
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<TD VALIGN="bottom">&nbsp;</TD>
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<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>I. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Introduction</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">A.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Applicable to all Personnel</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">B.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Access to the Code</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">C.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Regulatory Requirements</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">D.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Other Topics Covered In the Code</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">E.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Code May be Supplemented by Other Applicable Policies</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">F.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Best Judgment and Further Advice</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>II. &nbsp;&nbsp;&nbsp;&nbsp;Duty to Report Violations of this Code, Sanctions and
Acknowledgement</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">A.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Duty to Report Violations of this Code</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">B.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Sanctions</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">C.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Acknowledgement</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">6</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
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<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>III. &nbsp;&nbsp;&nbsp;&nbsp;General Standard of Conduct</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">7</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">A.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Fiduciary Duty</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">7</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">B.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Adherence to Good Business Practices</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">C.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Compliance with Applicable Federal Securities Laws and Other Requirements</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">D.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Client Representations</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">E.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Market Rumors</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">F.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">General Antifraud Prohibitions</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>IV. &nbsp;&nbsp;&nbsp;&nbsp;Conflicts of Interest</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">A.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">General Statement of Policy</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">B.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">General Description of Conflicts</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">C.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Particular Conflicts</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>V. &nbsp;&nbsp;&nbsp;&nbsp;Confidentiality/Privacy</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">A.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">General Statement of Policy -- Confidentiality</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">B.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Sharing of Information Within the Companies</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">13</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">C.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Sharing of Information Outside the Companies</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">13</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">D.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Reasonable Safeguards</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">14</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">E.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Reporting of Possible Confidentiality Breach</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">14</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>VI.&nbsp;&nbsp;&nbsp;&nbsp; Prohibition Against Insider Trading</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">15</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">A.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Companies&#146; Policy &#150; Insider Trading</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">15</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">B.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Recognizing Material Nonpublic Information</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">15</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">C.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Avoiding the Receipt and Misuse of Material Nonpublic Information</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">17</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">D.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Required Steps to Take If Exposed to Material Nonpublic Information</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">21</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">E.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Responsibilities of the Chief Compliance Officer</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">21</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">F.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Reporting of Insider Trading Activity</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">23</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>VII. &nbsp;&nbsp;&nbsp;&nbsp;Reporting of Accounts and Transactions Involving Securities and Other Financial
Products</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">24</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">A.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">General Statement of Companies&#146; Policy With Respect to Account and Notification</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">24</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>VIII. &nbsp;&nbsp;&nbsp;&nbsp;Investment Activities</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">28</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">A.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Overview</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">28</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">B.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Provisions of General Applicability</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">28</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">C.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Prohibitions and <FONT STYLE="white-space:nowrap">Pre-Approval</FONT> Requirements of General Applicability</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">29</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">D.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Additional Restrictions Applicable to Access Persons</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">34</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8" COLSPAN="5"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" COLSPAN="5"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>IX. &nbsp;&nbsp;&nbsp;&nbsp;Annual Review by Trustees</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">36</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- i - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">ATTACHMENTS </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Acknowledgement of Receipt of Initial Code of Ethics </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Acknowledgement of Receipt of Initial Code of Ethics (consultants) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Acknowledgement of Receipt of Amended Code of Ethics </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Exhibit I.A.: New Access Person Introduction Checklist </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Exhibit VII A1: Annual or Initial Holdings Report </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Exhibit VII A2: Request for Duplicate Confirmations and Statements </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- ii - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>I. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INTRODUCTION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">A number of entities affiliated with DoubleLine Group LP
(&#147;Group&#148;)<SUP STYLE="font-size:85%; vertical-align:top">1</SUP> have jointly adopted this Code of Ethics (the &#147;<B>Code</B>&#148;) to set forth the ethical and professional standards required of those entities listed and defined below
(collectively, the &#147;<B>Companies</B>&#148;) and to demonstrate the commitment of the Companies and their management to maintaining the trust and confidence of the investors in the funds offered by DoubleLine Funds Trust (each series thereof
individually, a &#147;Fund&#148;, and together with the other series, the &#147;Trust&#148;), DoubleLine Opportunistic Credit Fund (&#147;DBL&#148;), DoubleLine Opportunistic Income Fund (&#147;DSL&#148;), DoubleLine Yield Opportunities Fund
(&#147;DLY&#148; and, together with the Trust, DBL and DSL, the &#147;<B>Funds</B>&#148;) and of the Adviser&#146;s clients, to upholding high standards of integrity and business ethics and professionalism, and to comply with legal and regulatory
requirements and with the Companies&#146; internal policies and procedures. Various employees of Group, which provides operational support for the Trust, DBL, DSL and DLY will perform certain actions discussed herein on behalf of DBL, DSL, DLY and
the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The entities comprising the Companies are: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Group LP (&#147;Group&#148;) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Capital LP (&#147;Adviser&#148;, &#147;DoubleLine&#148;, &#147;Capital&#148;) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Equity LP (&#147;Adviser&#148;, &#147;DoubleLine&#148;, &#147;Equity&#148;) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Alternatives LP (&#147;Adviser&#148;, &#147;DoubleLine&#148;, &#147;Alternatives&#148;) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Opportunistic Credit Fund (&#147;DBL&#148;) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Funds Trust (&#147;Trust&#148;) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Income Solutions Fund (&#147;DSL&#148;) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Investment Management Asia Ltd. (&#147;DIMA&#148;) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Yield Opportunities Fund (&#147;DLY&#148;) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Together, the series of funds within the Trust are known as the &#147;DoubleLine Funds.&#148; </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>A.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Applicable to all Personnel </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Code covers all personnel of Group, DBL, DSL, DLY, the Trust, the Advisers and DIMA, including partners, officers,
directors (and other persons occupying a similar status or performing similar functions), and employees, as well as individuals associated with the Companies in any manner that provide investment advice on their behalf and are subject to their
supervision and control (collectively, hereinafter, the &#147;<B>DoubleLine Personnel</B>&#148; or &#147;<B>Personnel</B>&#148;). The term &#147;Personnel&#148; shall also include any individuals who are members of the DoubleLine Capital GP LLC,
which is Capital&#146;s general partner. Temporary employees and consultants that, in each case, are engaged by any of the Companies to provide clerical, administrative or professional services that are not directly investment related will not be
considered to be Personnel subject to this Code except to the extent the Chief Compliance Officer (&#147;CCO&#148;)<SUP STYLE="font-size:85%; vertical-align:top">2</SUP> or designee notifies them to the contrary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">New employees, including any temporary employees, independent contractors or consultants designated by the CCO or designee,
shall be briefed as to the requirements of the Code of Ethics. The </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
<P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:16%">&nbsp;</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">1Group is an entity which
serves as the employer of the persons termed as &#147;DoubleLine Personnel&#148; under the Code. However, while it provides these persons to supply services to the Advisers under various service contracts, Group itself does not conduct activities
requiring registration as a registered investment adviser. Group adopts this Code solely as an administrative convenience, to ensure that all persons employed by Group are subject to the Code because of the services rendered to registered investment
advisers. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">2 References to CCO within the Code shall be construed to mean the CCO of DoubleLine Capital LP (the &#147;Capital CCO&#148;)
except where expressly indicated otherwise. It is expected that the Capital CCO will involve the CCO of Alternatives (or other entities) as and when necessary. </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">
briefing is not a substitute for reading the Code in its entirety at least annually. The fact that a briefing has not occurred or that the CCO or designee has not made a determination of any
existing employee&#146;s change of status does not in any way limit the obligation of any person to comply with all applicable provisions of the Code. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Applicability of this Code to the Disinterested Trustees </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Various provisions of this Code either do not apply to the Trustees of the Trust, DBL, DSL or DLY who are not &#147;interested
persons&#148; within the meaning of Section&nbsp;2(a)(19) of the Investment Company Act of 1940 (the &#147;<B>Disinterested Trustees</B>&#148;) or applies only in a limited fashion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The following Sections of this Code do not apply to the Disinterested Trustees: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>&nbsp;&nbsp;&#149;</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Section VIII (Investment Activities) </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">In addition, Disinterested Trustees are required to comply with only Subsection A(5) of Section VII (Reporting of Accounts and
Transactions Involving Securities and Other Financial Products). For the avoidance of doubt and notwithstanding any other term herein, the provisions of this Code shall be construed to apply to the Disinterested Trustees only to the extent such
application is required by Rule <FONT STYLE="white-space:nowrap">17j-1</FONT> under the Investment Company Act of 1940. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Authority to Exempt Any Person from Coverage </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Notwithstanding the foregoing, the CCO may exempt any person from all or any portion of the Code upon a finding that such
person is neither an &#147;<B>Access Person,</B>&#148; as defined at Rule <FONT STYLE="white-space:nowrap">17j-1(a)(1)</FONT> under the Investment Company Act of 1940 (the &#147;<B>Investment Company Act</B>&#148;) or Rule <FONT
STYLE="white-space:nowrap">204A-1</FONT> of the Investment Advisers Act of 1940 (the &#147;<B>Advisers Act</B>&#148;) or a &#147;<B>supervised person</B>,&#148; as defined at Section&nbsp;202(a)(25) of the Advisers Act, and that, such person&#146;s
duties and responsibilities are such that application of all or any particular portion of this Code to such person is not reasonably necessary. Accordingly, all persons subject to the Code shall be considered to be Access Persons, regardless of
whether they meet any particular definition thereof while persons that have been exempted from all or any particular portion of the Code shall not be considered to be Access Persons to the extent of that exemption. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The CCO also may waive provisions of the Code on a
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis, after reviewing the circumstances surrounding the request for a waiver. An example of such a waiver would be the waiver of the <FONT
STYLE="white-space:nowrap">two-day</FONT> requirement to execute a trade. The CCO shall keep a written record of all such waivers and the basis for such waiver, which typically shall be recorded on a trade approval form or via email. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>B.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Access to the Code </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All Personnel will be provided access to the Code, either in hard copy or on the Companies&#146; Compliance section of the
intranet. Personnel should keep the Code available for easy reference. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>C.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Regulatory Requirements </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Code has been adopted in connection with the Companies&#146; compliance with Rule
<FONT STYLE="white-space:nowrap">204A-1</FONT> under the Advisers Act or <FONT STYLE="white-space:nowrap">Rule&nbsp;17j-1(c)</FONT> under the Investment Company Act, as applicable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Investment advisers registered pursuant to Rule <FONT STYLE="white-space:nowrap">204A-1,</FONT> are required to establish,
maintain and enforce a written code of ethics that, at a minimum: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 2 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Sets forth the general standard of conduct required of all supervised persons, which standard reflects the
fiduciary duties that the Advisers and all such individuals owe to the Advisers&#146; clients. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Requires compliance by all supervised persons with applicable federal securities laws.
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Requires certain supervised persons to report, and for the Advisers to review, their personal securities
transactions and holdings periodically. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Requires prompt reporting by all supervised persons of any violations of this Code. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">v.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Requires distribution by the Advisers of the Code and of any amendments to all supervised persons and for
the Advisers to obtain written acknowledgements from all such individuals as to their receipt of the Code. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DBL, DSL, DLY, the Trust and the Advisers also are required pursuant to Rule <FONT STYLE="white-space:nowrap">17j-1</FONT>
under the Investment Company Act to adopt a written code of ethics that contain provisions reasonably necessary to prevent their &#147;Access Persons,&#148; as defined in Investment Company Act Rule
<FONT STYLE="white-space:nowrap">17j-1(a)(1),</FONT> from: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">vi.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">employing any device, scheme or artifice to defraud a Fund; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">vii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">making any untrue statement of a material fact to a Fund or omit to state a material fact necessary in order
to make the statements made to a Fund, considering the circumstances under which they are made, not misleading; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">viii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a
Fund; or </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">ix.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">engaging in any manipulative practice with respect to a Fund. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>D.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Other Topics Covered In the Code </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">In addition to the minimum requirements set forth above, the Code also addresses the Companies&#146; policies and procedures
regarding: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Sanctions for violating the Code </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Safeguarding and maintaining confidential information </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Prohibitions against insider trading </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Investment activities </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">v.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Annual review by Trustees </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>E.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Code May be Supplemented by Other Applicable Policies </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Code has been drafted in a manner that allows it to apply equally to all Personnel regardless of their specific functions
or responsibilities. As a result of this &#147;one size fits all&#148; approach, the Companies may, from <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">time-to-time,</FONT></FONT> supplement the Code as it applies to Personnel
that perform certain functions or that have responsibilities by the adoption of separate, more specialized policies and procedures. Where this is the case, Personnel to whom these separate policies and procedures apply must comply </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 3 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">
with both the Code and these additional policies &#150; or the more restrictive of the two in the case of a conflict. More generally, the existence of the Code should not be understood as
relieving Personnel, in any manner, from their continuing responsibility to familiarize themselves, and to comply, with all applicable policies and procedures of the Companies. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>F.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Best Judgment and Further Advice </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">It is not reasonable to expect this Code or other applicable policies or procedures of the Companies to cover all the possible
situations that Personnel may encounter. For this reason, nothing in this Code removes the need for all Personnel to use their best judgment in order to maintain high professional standards and to consult with their <I>supervisor</I>s as well as
appropriate Compliance Personnel, as needed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Personnel that are unsure how to handle a situation are urged to consult
with their <I>supervisor </I>or Compliance Personnel for advice. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="95%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt">


<TR>

<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="82%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">&nbsp;&nbsp;References:</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Section&nbsp;202(a)(25): Definitions
(definition of &#147;Supervised Person&#148;)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204A-1(a):</FONT> Investment Adviser Codes
of Ethics (adoption of code of ethics)</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Section&nbsp;17: Transaction of Certain Affiliated Persons and
Underwriters</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT
STYLE="white-space:nowrap">17j-1:</FONT> Personal Investment Activities of Investment Company Personnel</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="6%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left"><B>II.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>DUTY TO REPORT VIOLATIONS OF THIS CODE, SANCTIONS AND ACKNOWLEDGEMENT </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>A.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Duty to Report Violations of this Code </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel are required to report promptly any violation or potential violation of the Code to the CCO. Any such
report shall be maintained in confidence and no retaliation shall be made against the individual for making a report and, indeed, any retaliation for reporting a violation of the Code shall itself constitute a violation of the Code. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Review and Investigation </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The CCO shall be responsible for the prompt review and investigation of any violations of the Code reported to, or
independently discovered by, the CCO. The CCO shall be responsible for reporting any substantiated material violations of the Code to appropriate senior management within the Companies and to the Board of Trustees of the Trust, DSL, DBL or DLY (as
applicable) (the &#147;<B>Trustees</B>&#148;) and for appropriately documenting such review and investigation, the reporting thereof to senior management, and any action, including any sanctions, taken as a result thereof. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Involvement of Legal Counsel </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Notwithstanding the assignment of responsibility to the CCO with respect to the review and investigation and reporting of
violations, where either the CCO, counsel, or the Disinterested Trustees determine that sufficient reasons exist for any such review, investigation, or reporting to be conducted </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 4 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">under the direction of legal counsel or such outside counsel as shall engage for such purpose,
such legal or outside counsel shall have the ultimate responsibility for the conduct of such review, investigation, and the reporting and documentation thereof. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>iii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Where the CCO is Implicated by the Violation Being Reported </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Notwithstanding the foregoing, where a person making a report believes that the CCO is implicated in any violation being reported, the
reporting person may report such violation to any of the Companies&#146; senior management, including the Disinterested Trustees, as such individual believes is appropriate (the &#147;<B>Receiving Person</B>&#148;). Upon the receipt of a report of a
violation, the Receiving Person shall either cause the Companies to undertake such review and investigation of the reported violation and to take such other action as is contemplated above or promptly report such matter to another member of senior
management as the Receiving Person believes is appropriate, who, upon receipt of such report, shall have the responsibility of a Receiving Person. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" ALIGN="center">


<TR>

<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="82%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">&nbsp;&nbsp;References:</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204A-1(a)(4):</FONT> Investment Adviser Codes of Ethics (duty to
report violations)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204-2(a)(12)(ii):</FONT> Books and Records
to be Maintained by Investment Advisers (record of any violation of the Code and action taken as a result)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204-2(e)(1):</FONT> Books and Records to be
Maintained by Investment Advisers (holding periods for certain required records)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT STYLE="white-space:nowrap">17j-1(c)(2)(ii)(A):</FONT>
Personal Investment Activities of Investment Company Personnel (Administration of Code of Ethics)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT
STYLE="white-space:nowrap">17j-1(f)(B):</FONT> Personal Investment Activities of Investment Company Personnel (Recordkeeping Requirements)</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>B.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Sanctions </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Requirement that CCO be Informed of all Internal Discipline </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">No internal discipline shall be imposed, nor any decision reached to not impose discipline, on any DoubleLine Personnel for violation of this
Code without the underlying matter and the sanction to be imposed being first brought to the attention of the CCO. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Possible Sanctions </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Possible sanctions for violation of this Code may include, but need not be limited to, verbal or written warnings, reversal of trades or
reallocation of trades to client accounts, disgorgement of profits, suspension or termination of trading or investment privileges, monetary penalty, heightened supervision, job modification, suspension or termination, and/or civil or criminal
referral to the appropriate governmental authority. Sanctions are imposed by the Code of Ethics Committee, which generally shall consist of the General Counsel, Chief Risk Officer, CCO, President and other senior Personnel that they may designate.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 5 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>iii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Heightened Supervision or Other Responsive Actions </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The CCO shall be responsible for determining whether any violation of the Code that is brought to the CCO&#146;s attention indicates a need
(i)&nbsp;for heightened supervisory procedures, and, if so, the means by which such need should be addressed, and (ii)&nbsp;any change in the Companies&#146; procedures or policies or applicable controls. In addition, the CCO, after conferring with
outside counsel, shall also be responsible for determining whether the violation, or any sanction imposed as a result thereof, requires additional disclosure or reporting, including to the Companies&#146; clients or, any regulatory, law enforcement
or other outside party. The CCO shall be responsible for appropriately documenting each determination. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>C.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Acknowledgement </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All Personnel must read, understand and adhere to this Code as well as any amendments or changes to the Code. Personnel (except for the
Trustees) are required to sign<SUP STYLE="font-size:85%; vertical-align:top">3</SUP> an Acknowledgement that they have read the entire Code, and from <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">time-to-time,</FONT></FONT> any
amendments, and have had an opportunity to review any portions with their supervisor and a member of the Compliance Department. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">By
signing the Acknowledgement, each signatory agrees to perform fully all applicable responsibilities and to comply with all applicable restrictions, limitations, and requirements set forth in the Code and acknowledge that any such failure may result
in disciplinary action, up to and including termination. Failure to comply with the terms of this Code can also subject the Companies and responsible <I>supervisor</I>s and involved individuals to fines, penalties and potentially even criminal
proceedings in addition to significant reputational harm and regulatory sanctions. From <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">time-to-time,</FONT></FONT> the Companies may ask any recipient of this Code may be asked to
certify his or her continued compliance with the applicable terms and/or with any other applicable restrictions, limitations or requirements and to sign an Acknowledgement with respect to any amendments hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">A copy of the Acknowledgement can be found at the end of this Code. Each recipient is required to return the completed Acknowledgement to the
Chief Compliance Officer. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="95%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt">


<TR>

<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="82%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">&nbsp;&nbsp;References:</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204A-1(a)(5):</FONT> Investment Adviser Codes of Ethics (written
acknowledgement)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204-2(a)(12)(iii):</FONT> Books and Records
to be Maintained by Investment Advisers (record of written acknowledgement)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act
<FONT STYLE="white-space:nowrap">Rule&nbsp;17j-1:</FONT> Personal Investment Activities of Investment Company Personnel</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE></DIV> <P STYLE="font-size:90pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:21%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">3</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">&#147;Sign&#148; shall be construed to indicate the use of electronic means, including through any systems
used by the Companies to monitor the Code. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 6 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>III.&nbsp;&nbsp;&nbsp;&nbsp;GENERAL STANDARD OF CONDUCT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Companies are committed to maintaining the trust and confidence of their shareholders and clients, to upholding high standards of
integrity and business ethics and professionalism, and to compliance with legal and regulatory requirements and its own internal policies and procedures. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Compliance with these standards is crucial to the Companies&#146; long-term success. Simply put, the Companies&#146; continued success is
dependent upon its reputation and there is no more certain way to diminish the Companies&#146; reputation than by failing to put their shareholders and clients first. If the Companies serve their shareholders and clients honestly and equitably and
to the best of their abilities, their success will follow. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The general standard of conduct required by all Personnel reflects several
underlying requirements including: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">the fiduciary duty owed by the Companies and their Personnel to the Funds&#146; shareholders and the
Adviser&#146;s clients; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">the Companies&#146; intent to adhere to good business practices; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">applicable legal and regulatory requirements; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">the Companies&#146; own internal policies and procedures; and </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">representations that the Companies have made to its clients in agreements, offering documents or other written
materials. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>A.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Fiduciary Duty </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Companies and all Personnel owe a fiduciary duty to the Funds and to the Adviser&#146;s other clients. This fiduciary duty is composed of
both a duty of care and a duty of loyalty. The duty of care requires the Companies and all Personnel (i)&nbsp;to provide advice to the Funds and to the Adviser&#146;s other clients that is in the best interest of, and is suitable for, the Fund or
the client, (ii)&nbsp;to seek best execution of transactions where the Companies and the Personnel have responsibility to select executing broker- dealers, and (iii)&nbsp;to provide advice and monitoring over the course of the Companies&#146;
relationship with the Fund or the Adviser&#146;s other clients, as applicable. The duty of loyalty means that the Companies and their Personnel must always place the interests of the Funds and the Adviser&#146;s other clients first. More
specifically, the Companies&#146; fiduciary duty to the Funds and the Adviser&#146;s other clients requires that Personnel adhere to the following standards: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Any recommendation to a client must have a reasonable basis and must be suitable for the client considering
the client&#146;s needs, financial circumstances, and investment objectives; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Facts that may be material to the client&#146;s economic interest or decision-making must be disclosed fully
and fairly and Personnel must refrain from engaging in fraudulent, deceptive or manipulative conduct; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Best execution must be provided with respect to client transactions where the Companies have discretion to
select executing broker-dealers; and </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 7 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Conflicts of interest should be mitigating wherever possible and, failing that, must be fully disclosed and
managed (as discussed more fully at Section IV hereof). </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:10%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All Personnel should note that various topics
mentioned within the Code, such as but not limited to, best execution or soft dollars are addressed in more detail in other policies, which also should be consulted when researching the Companies&#146; policies on such topics. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>B.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Adherence to Good Business Practices </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Companies expect all Personnel to adhere to the principles of good business practice. At a minimum, this requires Personnel to engage in
fair and honest conduct in all their dealings and to perform their functions and meet their responsibilities with a degree of professionalism reasonable to the circumstances. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>C.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Compliance with Applicable Federal Securities Laws and Other Requirements </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Inherent in the above standard is the requirement that the Companies and all Personnel comply at all times with all applicable securities laws
as well as the Companies&#146; own internal policies and procedures. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">While many applicable legal and regulatory requirements are
reflected in this Code or the Companies&#146; other policies and procedures, Personnel should not assume that this is true of every relevant securities law or regulation. As a result, Personnel must take the responsibility to inform themselves of,
and understand, the legal and regulatory requirements applicable to their activities. For this same reason, the Companies expect all Personnel to stay current with respect to applicable regulatory and legislative developments. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>D.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Client Representations </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Companies and all Personnel are also expected to comply with any written representations that the Companies have made to their clients,
including, but not limited to, representations that are made in formal agreements between the Companies and their clients or the offering documents for any of the Companies&#146; products (where applicable). This is particularly relevant with
respect to adherence to stated objectives and constraints applicable to a portfolio or fund. Personnel tasked with managing client relationships are responsible for memorializing, in writing, any material oral representations made to clients and
prospective clients with respect to their investments with the Companies or the Funds. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>E.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Market Rumors </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">No officer or employee of the Companies shall originate or, except as permitted below, circulate in any manner a false or misleading rumor
about a security or its issuer for the purpose of influencing the market price of the security. A statement that is clearly an expression of an individual&#146;s or the Companies&#146; opinion, such as an analyst&#146;s view of the prospects of a
company, is not considered to be a rumor, and is excluded from these restrictions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Where a legitimate business reason exists for
discussing a rumor, for example where a client is seeking an explanation for an erratic share price movement which could be explained by the rumor, care should be taken to ensure that the rumor is communicated in a manner that: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 8 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">sources the origin of the information (where possible); </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">gives it no additional credibility or embellishment; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">makes clear that the information is a rumor; and </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">makes clear that the information has not been verified. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">If in doubt, Personnel should consult with the CCO regarding questions about the appropriateness of any communications about specific
securities. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>F.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>General Antifraud Prohibitions </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel are prohibited from: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">employing any device, scheme, or artifice to defraud a client or prospective client; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">&nbsp;ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">engaging in any transaction, practice, or course of business that operates as a fraud or deceit upon a
client or prospective client; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">making any untrue statement of a material fact to a client or omitting to state a material fact necessary to
make a statement made not misleading; or </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">engaging in any act, practice or course of business that is fraudulent, deceptive, or manipulative.
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="95%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt">


<TR>

<TD WIDTH="17%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="82%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-TOP:1px solid #000000"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">&nbsp;&nbsp;References:</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000"> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Section&nbsp;206: Prohibited Transactions by Investment Advisers</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act <FONT STYLE="white-space:nowrap">Rule&nbsp;204A-1(a)(1)</FONT> and (2): Investment
Adviser Codes of Ethics (adoption of general standard of business conduct and requirement of compliance with applicable Federal securities laws)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204A-1(e)(4):</FONT> Investment Adviser
Codes of Ethics (definition of &#147;Federal Securities Laws&#148;)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT STYLE="white-space:nowrap">17j-1(b):</FONT> Personal
Investment Activities of Investment Company Personnel (Unlawful Actions)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT STYLE="white-space:nowrap">17j-1(c):</FONT> Personal
Investment Activities of Investment Company Personnel (Code of Ethics)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT
STYLE="white-space:nowrap">38a-1(f)(1):</FONT> Compliance Procedures and Practices of Certain Investment Companies (definition of &#147;Federal Securities Laws&#148;)</P>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 9 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>IV.&nbsp;&nbsp;&nbsp;&nbsp;CONFLICTS OF INTEREST </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>A.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>General Statement of Policy </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The fiduciary duties imposed on the Companies and Personnel require all Personnel to be diligent with respect to the possibility of conflicts
of interest, whether real or apparent, in transactions with clients. This includes conflicts between the interest of the Companies or their Personnel and their clients, and conflicts between two client accounts. As a general matter, conflicts should
be avoided where practicable. Where they cannot be avoided, it will generally be the case that a conflict must be mitigated as much as possible and then fully and fairly disclosed to the client, such that the client can make an informed investment
decision and, where applicable, provide an informed consent. When in doubt, Personnel should contact their supervisor or a member of Compliance Personnel for advice. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>B.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>General Description of Conflicts </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">While it is impossible to describe all conflicts that may arise, in general, conflicts will include various practices in which the Companies
or any Personnel have a pecuniary or other interest in recommending or undertaking a transaction for a client. It is important to understand that a conflict does not require that the client suffer any actual harm. It also does not require that the
improper interest in question be tangible or otherwise quantifiable or even certain. It is enough if the improper interest is, or could be viewed as, a motivating factor in the Companies or Personnel recommending or undertaking the transaction.
Conflicts of interest can also exist across clients, for example where one client account owns debt in an issuer undergoing bankruptcy and another client account owns equity in the same issuer, and their interests are not aligned as a result of the
right related to the bankruptcy proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">An improper interest may be economic, personal or otherwise. In the case of an economic
interest, the interest may be a positive benefit or the avoidance, or minimization of, a negative economic result, <I>e.g.</I>, the avoidance of an expense or a loss, or loss minimization. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Improper interests can include a wide variety of situations, including situations where: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The transaction allows the Companies or Personnel to generate fees or profits, or avoid losses or expenses,
from another relationship as, for example, is the case with respect to soft dollars (discussed further below), the receipt of finder&#146;s fees, outside commissions or bonuses; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The Companies or Personnel are directly interested in the transaction as, for example, is the case with
respect to principal transactions; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The transaction benefits a third party in which the Companies or any Personnel has an ownership or other
economic interest; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The transaction provides a benefit to a third party, rather than to the Companies or any Personnel directly,
for an improper purpose as, for example, one that: </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;v.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">involves any <I>quid pro quo</I>, <I>e.g.</I>, where the benefit is returned to the Companies or Personnel
in some manner; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">vi.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">is done to benefit a spouse or child or other person for personal reasons; or </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 10 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">vii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">is done to repay a favor or out of gratitude or for the purpose of obtaining or continuing to receive lavish
gifts or entertainment (as discussed further below). </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Without limiting the generality of the foregoing,
all Personnel should avoid any investment, interest, association or other relationship of a personal nature that interferes, might interfere, or even might be perceived as interfering with the independent exercise by the individual of good judgment
in the best interest of the Advisers&#146; clients or the Funds. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>C.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Particular Conflicts </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:10%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>i.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Conflicts Related to the Provision of Disinterested and Impartial
Advice or Undertaking a Transaction on Behalf of a Client </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Where any advice or recommendation, or transaction
undertaken on behalf of a client, is not effected on a fully disinterested and impartial basis, the applicable Adviser must mitigate the conflict to the extent possible (e.g., waive or reduce a fee that creates a conflict) and fully and fairly
disclose and residual conflict to the Fund shareholders or other Adviser client, as applicable. An interest in a security or issuer, whether direct or indirect, or a relationship with an issuer, may support an inference that advice or a
recommendation or the undertaking concerning such security, or the securities of an issuer was not disinterested and impartial. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Accordingly, to minimize the possibility of such conflicts the Companies have adopted policies to address the conflicts: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="17%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">the investment activities of DoubleLine Personnel (see Sections VII and VIII hereof); </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="17%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">the holding of any position (<I>e.g.</I>, as a director or trustee) with an issuer or its affiliates (see
the Companies&#146; Outside Business Activities Policy); or </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="17%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">any present or proposed business relationship with an issuer or its affiliates (see the Companies&#146;
Outside Business Activities Policy). </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:10%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>ii.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Appropriation of Client Information for Personal Benefit </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel may not trade or recommend trading in securities based on client information, including information
related to client positions, trades, or strategies. This means that trades and recommended trades by Personnel should always be based upon an investment assessment that is independent of any nonpublic client information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:10%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>iii. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Selecting Suppliers and Service Providers </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:1%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The acceptance of any compensation or other benefit from a supplier or service provider to the Companies, especially one
involving expenses that are, directly or indirectly, borne by an Adviser&#146;s clients, may also be perceived as a conflict in that it may lead to a perception that the provider&#146;s selection may not be in the clients&#146; best interest.
Accordingly, the Companies&#146; use of any brokerage firm or other vendor, or service provider may be subject to separate policies and procedures of the Companies subjecting such use to a <FONT STYLE="white-space:nowrap">pre-approval</FONT> process
and other requirements for the purpose of minimizing the possibility of such conflicts. Potential Conflicts of Interest Arising from Transactions in Affiliated Entities </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 11 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine may recommend that its clients invest in public or private investment vehicles
sponsored by or affiliated with DoubleLine. Examples of such investment vehicles include the DoubleLine Funds, hedge funds sponsored by DoubleLine, securitized assets created by DoubleLine or its affiliates or collateralized loan obligations
sponsored by DoubleLine. The possibility exists that DoubleLine could take a position on governance matters for investment vehicles sponsored or affiliated with DoubleLine that could be adverse to some or all shareholders, equity holders or
noteholders in these sponsored or affiliated investment opportunities. The Code of Ethics Committee is responsible to review and resolve or seek to mitigate such conflicts through appropriate controls. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="98%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt">


<TR>

<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="84%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="middle"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; font-size:11pt; font-family:Times New Roman" ALIGN="justify">References:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Exchange Act Section&nbsp;28(e): Effect on Existing Law (exchange, broker, and dealer commissions;
brokerage and research services)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Section&nbsp;206: Prohibited Transactions by Investment Advisers</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204A-1(a)(1)</FONT> and (2): Investment Adviser
Codes of Ethics (adoption of general standard of business conduct and requirement of compliance with applicable Federal securities laws)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT STYLE="white-space:nowrap">17j-1(b):</FONT> Personal Investment
Activities of Investment Company Personnel (Unlawful Actions)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT STYLE="white-space:nowrap">17j-1(c):</FONT> Personal Investment
Activities of Investment Company Personnel (Code of Ethics)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule
<FONT STYLE="white-space:nowrap">38a-1(f)(1):</FONT> Compliance Procedures and Practices of Certain Investment Companies (definition of &#147;Federal Securities Laws&#148;)</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>V.&nbsp;&nbsp;&nbsp;&nbsp;CONFIDENTIALITY/PRIVACY </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>A.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>General Statement of Policy &#151; Confidentiality </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All DoubleLine Personnel have a duty to safeguard and treat as confidential all nonpublic information concerning the Companies, investors in
the Funds, clients of the Advisers, and all transactions in which the Advisers or its clients are involved. This includes all information concerning a client&#146;s financial circumstances and holdings, and advice furnished to the client. Moreover,
employees may only use Companies or client information within the scope of their employment and, accordingly, may not appropriate such information for their own use or benefit or the use or benefit of any third party. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Confidential information also shall be construed to mean any information acquired from a third party pursuant to a <FONT
STYLE="white-space:nowrap">non-disclosure</FONT> (confidentiality) agreement (&#147;NDA&#148;) or confidentiality clauses contained in contractual arrangements with such third parties. Such NDAs or confidentiality clauses generally require
DoubleLine to keep the other party&#146;s Confidential Information in confidence using a reasonable degree of care, which shall be at least the same degree of care that DoubleLine uses to maintain its own Confidential Information of like importance,
and to use the other party&#146;s Confidential Information only to carry out its obligations and exercise its rights under the applicable agreement. DoubleLine Personnel are encouraged and reminded to allow access to such third parties&#146;
confidential information only to those of employees having a need to know such information. DoubleLine Personnel also should consult members of the Legal Department if any questions arise about the terms of any NDA or the confidentiality clause of
any applicable contract. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 12 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>B.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Sharing of Information Within the Companies </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel should only share client or proprietary information within the Companies with individuals that have a legitimate business
need for knowing the information. In addition, employees should not share information in violation of any Information Walls implemented by the Companies as a means of isolating certain kinds of sensitive information within the Companies so that it
is not available to employees that perform &#147;public&#148; functions, such as the making of recommendations or giving of advice with respect to trading. Employees should bring to the attention of the CCO any attempt by other Personnel to solicit
or obtain client or proprietary information for which they do not have a legitimate business need. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Presentations to the Fund&#146;s Trustees </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">In presenting or furnishing a report to the Fund&#146;s Trustees, representatives of service providers (such as an Adviser) to the Funds
generally should refrain from identifying or discussing Fund portfolio transactions that occurred within the preceding 15 calendar days or Fund portfolio transactions that will occur or are actively being considered within the following 15 calendar
days (a &#147;<B>Disclosed Portfolio Transaction</B>&#148;). Exceptions to the foregoing policy may be made upon the request of a Trustee, with the permission of the CCO or as is otherwise necessary for the Trustees to fulfill their oversight
responsibilities. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B></B>&#9679;<B></B><B></B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B></B>Notification to Disinterested Trustees<B> </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">For the purposes of assisting the Disinterested Trustees in fulfilling their reporting obligations under the Code, whenever the CCO is
informed or otherwise becomes aware of a Disclosed Portfolio Transaction, the CCO shall provide the Disinterested Trustees with specific notice of such fact and remind them of the reporting requirements applicable to the Disinterested Trustees with
respect to the applicable securities. Notwithstanding such obligation on the part of the CCO, any failure by the CCO to provide such notice shall not affect or otherwise lessen in any way any reporting obligation that the Disinterested Trustees may
have under this Code or otherwise. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>C.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Sharing of Information Outside the Companies </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel should not discuss or share client or proprietary information with individuals outside the Companies, other than with
parties that both have a legitimate need to know such information and have either provided a confidentially agreement that covers such information, which, in accordance with the Companies&#146; policies, has been reviewed and approved by the
Companies&#146; Legal/Compliance Department (or outside legal counsel, as appropriate) or are themselves under a separate duty to maintain the confidentiality of the information, such as, for example, the Companies&#146; outside counsel or
accounting firm, or employees of regulated entities such as prime brokers, clearing firms or transfer agents. When any doubt exists as to the need for a confidentially agreement, employees should contact the Companies&#146; Legal/Compliance
Department or legal counsel if appropriate. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 13 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>D.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Reasonable Safeguards </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel should use special care to limit the possibility of inadvertent disclosure of client or proprietary information.
Personnel should: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">keep their desk and work areas clear of all confidential information when they are not present;
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">lock (via the screen or similar locking mechanism) all desktop computers, laptops, smart phones, and other
such devices when unattended; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">dispose of confidential documents by shredding them or placing them in confidential document waste bins or
otherwise complying with proper document destruction procedures; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">keep sensitive information removed from the office out of public view; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;v.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">limit discussions of such information within the Companies to individuals who have a legitimate business
need for knowing the information; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">vi.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">consider whether the use of a code name in place of a client&#146;s name may be advisable (or contractually
required) and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">vii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">consider whether the use of a code name in place of an issuer&#146;s name may be advisable.
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Employees should <B>not</B>: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">viii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">leave confidential information in the open, including in a conference room, once a meeting is over;
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;ix.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">discuss confidential information in places where it may be inadvertently overheard by unauthorized persons,
such as in elevators, public transportation, restaurants or the like; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;x.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">discuss confidential information while using a speaker-phone that is turned up loud enough to be overhead by
visitors or unauthorized Personnel (e.g., Personnel who are subject to an internal confidentiality screening procedure); or </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">xi.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">discuss confidential information with individuals outside the Companies (including family members) except in
accordance with the policy set forth above. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>E.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Reporting of Possible Confidentiality Breach </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Employees should promptly bring to the attention of the CCO or legal counsel (if deemed appropriate) any suspicion that an unauthorized person
has obtained confidential information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:10%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>i. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Special
Considerations Involving Information Disclosure About Publicly Traded Clients </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The inadvertent disclosure of nonpublic information
about a client that has publicly traded securities outstanding may trigger a disclosure requirement on the part of the client. Accordingly, anyone who </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 14 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">
unintentionally discloses nonpublic information regarding a client that has publicly traded securities should immediately contact the CCO so that a determination can be made as to whether there
is a need to take any action, including alerting such client of such disclosure so that it will have an opportunity to publicly disclose such information. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="19%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>VI.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>PROHIBITION AGAINST INSIDER TRADING </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>A.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>&nbsp;&nbsp;Companies&#146; Policy &#150; Insider Trading </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">It is unlawful for any person to trade on one&#146;s own behalf or on behalf of others, or to &#147;tip&#148; or recommend trading in
securities on the basis of material nonpublic (i.e., inside) information concerning an issuer or to pass such information to others improperly. Violations of the foregoing can result in severe civil and criminal penalties for the individuals
involved and can result in the imposition of significant penalties on the Companies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The possession of material nonpublic information by
any employee or other Personnel may be attributed to the Companies generally unless the information is effectively isolated using Information Walls so that it is not available to employees that perform public functions, including trading and the
making of recommendations or giving of advice with respect to trading. A breach of the Companies&#146; Information Walls so that nonpublic information is not confined to Personnel that do not perform public functions can result in the Companies
being required to suspend activities involving trading and the making of recommendations in whole or in part for some indefinite period in certain circumstances. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">As a result, strict compliance with all applicable procedures that the Companies institute to contain the flow of material nonpublic
information is required of all Personnel. Moreover, and as described more fully below, Personnel that become aware of material nonpublic information must promptly contact the CCO and otherwise comply with the requirements of Subsection D below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The provisions of this Section VI shall and shall be construed to, apply to the Trustees of the Trust, DSL, DBL or DLY who are not interested
persons of DBL, DSL, DLY, the Trust or the Advisers only in respect or their status and activities as such. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Personnel that have questions
concerning the requirements of the policies set forth in this Section are urged to consult with their <I>supervisor</I>, the compliance personnel responsible for maintaining information walls, the CCO or legal counsel as appropriate. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>B.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>&nbsp;&nbsp;Recognizing Material Nonpublic Information </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Nonpublic Information </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Typically, for purposes of the U.S. securities laws, information is considered &#147;nonpublic&#148; if the information has not been broadly
disseminated to investors in the marketplace such as by releasing the information over the news wires, disclosing it in public filings (<I>e.g.</I>, Forms <FONT STYLE="white-space:nowrap">10-K</FONT> or <FONT STYLE="white-space:nowrap">10-Q)</FONT>
or otherwise disseminating it in a manner that makes it fully available to investors and a reasonable time has elapsed to allow such dissemination. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Materiality </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Information is considered &#147;material&#148; if: (1)&nbsp;there is a substantial likelihood that a reasonable investor would consider the
information important in making an investment decision; or (2)&nbsp;a reasonable investor would consider it as having significantly altered the total mix of information relating to the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 15 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">
issuer&#146;s securities. Generally, this includes any information the disclosure of which would have a meaningful effect on the price of an outstanding security. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Determining materiality is a fact-specific inquiry, requiring a careful assessment of the inferences a reasonable person would draw from a
given set of facts. In general, Personnel are encouraged to err on the side of caution when assessing whether a piece of information is material and nonpublic. Personnel can inquire with the CCO regarding whether a piece of information is material
and nonpublic. By way of guidance, the Securities and Exchange Commission has indicated the following as <FONT STYLE="white-space:nowrap">non-exclusive</FONT> list of examples of the types of information or events that may be considered material:
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">impending or potential mergers, acquisitions, tender offers, joint ventures, or changes in assets, such as a
large disposal of the same; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">earnings or revenue information and changes in previously disclosed financial information;
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">events regarding the issuer&#146;s securities, <I>e.g.</I>, advance knowledge of a ratings downgrade,
defaults on securities, calls of securities for redemption, public or private sales of additional securities, stock splits or changes in dividends, repurchase plans or changes to the rights of security holders; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">new products or discoveries, or developments regarding clients or suppliers (<I>e.g.</I>, the acquisition or
loss of a major contract); </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">5.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">significant changes in control or management; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">6.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">changes in auditors or auditor notification that the issuer may no longer rely on an auditor&#146;s report;
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">7.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">impending bankruptcies or receiverships; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">8.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">information relating to the market for an issuer&#146;s securities, such as a large order to purchase or
sell securities; and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">9.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">prepublication information regarding reports in the financial press. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">When in doubt and because assessments of materiality are necessarily highly fact-specific, DoubleLine Personnel should err on the side of
caution and treat the matter in question as material and bring such matter to the attention of the CCO for further consideration. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>iii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Breach of Fiduciary Duty or Duty of Trust or Confidence </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Generally, except in the case of tender offers (as described in the immediately following subparagraph), the legal prohibitions on the use of
material nonpublic information are dependent upon such information being obtained under a fiduciary duty or a duty of trust or confidence (or, directly or indirectly, from someone who has such a duty). Nevertheless, even where information is
obtained outside of a fiduciary relationship or relationship of trust or confidence, the use of material nonpublic information may still trigger regulatory investigations and reputational concerns. For this reason, <B>as a general policy, the
Companies prohibit intentionally obtaining any material, nonpublic information by all Personnel, regardless of whether the information is obtained pursuant to a fiduciary duty or a duty of trust or confidence, except to the extent explicit written
approval is obtained from the</B> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 16 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">
<B>General Counsel, CCO, or a designee of either the General Counsel or CCO. An example of such approval would be the creation (in writing) of an information wall to facilitate the receipt of
such material, nonpublic information.</B> </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Special Situations &#151; Tender Offers </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Exchange Act Rule <FONT STYLE="white-space:nowrap">14e-3</FONT> specifically prohibits trading or &#147;tipping,&#148; <I>e.g.</I>, providing
information to third parties, while in the possession of material nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either &#150; irrespective of whether the information
was obtained in breach of a fiduciary duty or similar duty of trust and confidence. Personnel that become aware of nonpublic information relating to a tender offer must promptly contact the CCO and otherwise comply with the requirements of
Subsection D below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>C.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Avoiding the Inadvertent Receipt and Misuse of Material Nonpublic Information </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Nonpublic information may come to the attention of DoubleLine Personnel in a variety of ways. Personnel should be aware of the most likely
situations so that they can either avoid being inadvertently &#147;tainted&#148; with such information, which as discussed above may impact their ability to perform their usual functions for the Companies as well as the Companies&#146; ability to
engage in business as usual, or take such actions as are described below to minimize the impact such information may have on the Companies and the affected employee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">In the event any Personnel comes into possession of, or is otherwise exposed to, nonpublic information, such individual must immediately
notify the CCO or designee and must otherwise comply with the requirements of Subsection D below. Upon being informed of any such matter, the CCO or designee will make a determination of whether trading restrictions (as a firm or for personal trades
or both) or other restrictions or controls should be put in place to minimize any conflicts of interest that may result or lead to any improper use or dissemination of material nonpublic information by the Companies or their employees. Personnel in
possession of material nonpublic information may not discuss the information with, or provide any investment views with respect to any securities to which the information represents material nonpublic information to, anyone else within or outside
the Companies except the General Counsel, the CCO or other members of the Legal/Compliance Department; as otherwise expressly permitted by this Code of Ethics; or as may be expressly authorized in writing by the CCO or General Counsel. See Section
VI.D. below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B><FONT STYLE="white-space:nowrap">Pre-Sounding</FONT> </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">From time to time, investment banks may contact Personnel for the purpose of gauging the Companies&#146; interest in a potential transaction
that has not yet been publicly disclosed. Because of the potential for such conversations, even when conducted on a hypothetical or no names basis, to result in the disclosure of material, nonpublic information, such conversations must be
coordinated through the CCO and comply with any restrictions or other requirements imposed thereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Personnel that are contacted for such
purpose must promptly interrupt the investment bank representatives and inform them that applicable policies require that such calls be coordinated through the Companies&#146; General Counsel or CCO. After providing the investment banking
representatives with contact information for the General Counsel or CCO, the contacted Personnel should terminate the call and promptly bring the call to the attention to the General Counsel or
CCO.<SUP STYLE="font-size:85%; vertical-align:top">4</SUP> </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:26%">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><SUP STYLE="font-size:85%; vertical-align:top">4</SUP>Assuming the proper protocols are followed, this provision is not intended to prevent
personnel from providing an </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 17 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Involvement by the Companies in a Nonpublic Transaction </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Advisers may bid for, or cause one of its clients to bid for, securities in a company, purchase securities in a private placement, serve
on a creditors&#146; committee with respect to a bankrupt entity, or otherwise be involved in another type of transaction with an issuer through which the Advisers may be made aware of material nonpublic information. In such situations, the head of
the business unit involved in such transactions is responsible for informing the CCO of such involvement at or before the initiation thereof, to the extent practical, but in any event before any material nonpublic information is provided to the
Advisers or any Personnel. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>iii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Intentional Receipt of Material Non Public Information </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><I>If you intend to receive any material, <FONT STYLE="white-space:nowrap">non-public</FONT> information related to a company with a class of
publicly traded securities (whether domestic or foreign), you must contact the CCO or Compliance Personnel </I><B><I><U>in advance</U> </I></B><I>of its receipt. The CCO or Compliance Personnel will work with the appropriate business unit(s) to
determine whether to receive the information and whether to implement informational wall and other procedures, as appropriate. </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Under
certain circumstances, Personnel may seek or agree to receive material <FONT STYLE="white-space:nowrap">non-public</FONT> information for a legitimate purpose in the context of a transaction in which an Adviser (or its affiliates), on behalf of
itself or a client entity or account, is a potential participant or in the context of forming a confidential relationship. This may include receiving &#147;private&#148; information from agent banks, normally facilitated through <FONT
STYLE="white-space:nowrap">on-line</FONT> services such as, but not limited to, Intralinks, Debt Domain or SyndTrak. This information may be available to all potential purchasers of an investment opportunity represented, for example, by an
investment which may not generally qualify as a &#147;security&#148; for purposes of the federal securities laws (e.g., certain bank loans). Typically, that information can be used to evaluate the investment opportunity and in making an investment
decision. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Prior to receipt of such information, the Personnel must request approval from the CCO or his or her designee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Generally, if a confidentiality agreement is to be signed in the context of such transactions, members of the Legal/Compliance group should
evaluate carefully whether a duty of confidentiality and/or a duty not to trade in the relevant issuer&#146;s securities without prior disclosure will be created before any information is received under the confidentiality agreement. However, even
in the absence of a written confidentiality agreement, a duty to disclose material <FONT STYLE="white-space:nowrap">non-public</FONT> information before trading may be created when an oral agreement is made, or an expectation exists that the
confidentiality of such information will be maintained or that the information will not be used in trading. For example, if the persons providing or receiving the information have a pattern or practice of sharing confidences so that the recipient
knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice may be enough to form a confidential relationship. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Material <FONT STYLE="white-space:nowrap">non-public</FONT> or deal-specific information may be given in connection with an Adviser making a
direct investment in a company on behalf of a client in the form of equity or debt; it may also involve a purchase by an Adviser on behalf of a client of a debt or equity security in a secondary transaction or in the form of a loan participation.
The information can be conveyed through a portal such as Intralinks, Debt Domain or SyndTrak, orally from a sponsor or dealer or through other electronic delivery or hard copy documentation. This type of situation typically arises in mezzanine
financings, loan participations, </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:16%">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">indication of interest to purchase shares of an initial public offering, whether in the context of a roadshow or as part of an underwriter
gathering its book for a pending deal. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 18 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">
bank debt financings, venture capital financing, purchases of distressed securities, oil and gas investments and purchases of substantial blocks of stock from insiders. Even though the investment
for which the deal-specific information is being received may not be a publicly traded security, the company may have other classes of publicly traded securities, and the receipt of the information by an Adviser can affect the ability of other parts
of the organization to trade in the issuer&#146;s securities. For the aforementioned reasons, prior to receiving any information that may constitute material, <FONT STYLE="white-space:nowrap">non-public</FONT> information on a company with any class
of publicly traded securities (whether domestic or foreign), please contact Compliance Personnel who will help to evaluate whether the information may represent material <FONT STYLE="white-space:nowrap">non-public</FONT> information and, where
necessary, implement the appropriate Information Wall and trading procedures. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>iv.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Contacts with Officials or Representatives of Publicly-Held Companies </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Contacts with public companies may constitute an important part of the Companies&#146; research efforts and investment decisions may be made
based on conclusions formed through these contacts, as well as through an analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, Personnel become aware of material nonpublic
information. This could happen, for example, if an issuer&#146;s Chief Financial Officer prematurely discloses quarterly results to an individual associated with the Companies, or an investor relations representative selectively discloses
significant news to a handful of investors, including Personnel of a Company. In such situations, the Companies must make a judgment as to its further conduct. Any individual who believes he or she may receive or has received material nonpublic
information about an issuer must promptly contact the CCO and otherwise comply with the requirements of Subsection D below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Whenever
practicable, Personnel shall provide advance notice to the CCO or his designee prior to attending any meeting with officials or representatives of a public company with securities to discuss matters related to the issuer of the securities unless the
meeting is open to the public or open broadly to the investment community. Upon the request of the CCO or designate, the Personnel attending such a meeting shall provide a brief summary of the substantive information provided during the meeting.
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>v.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Board Seats </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel are sometimes asked to sit or act as Board members for an issuer of publicly held securities. As noted under the Outside
Business Activities Policy, any such arrangement must be <FONT STYLE="white-space:nowrap">pre-approved</FONT> and, in connection therewith, the CCO, in accordance with Subsection E below, will make a determination of whether trading restrictions or
other controls should be put in place to minimize any conflicts of interest that may result therefrom or prevent the improper use or dissemination of material nonpublic information by the Companies or its employees and as is required to comply with
any restrictions imposed by the issuer on its directors. It should be noted that such approval generally <B>will not </B>be granted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">In
addition, Board members of public issuers may also be exposed to material nonpublic information concerning other publicly held companies that may have dealings with the company on whose board they sit. Personnel sitting on the board of a company who
receive material nonpublic information concerning other publicly held companies must immediately contact the CCO and otherwise comply with the requirements of Subsection D below. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 19 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>vi.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Creditors&#146; Committees </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Participants on creditors&#146; committees are often exposed to nonpublic information regarding the debtor company. This exposure may affect
the Companies&#146; ability to trade in securities in that company. Accordingly, Personnel should not agree to sit on any creditor&#146;s committee, whether official or informal (including preliminary meetings that precede creditors&#146;
committees), without first contacting the CCO, who will obtain any necessary approvals and make a determination of whether trading restrictions or other controls should be put in place to minimize any conflicts of interest that may result therefrom
or any improper use of material nonpublic information by the Companies or its employees and as may otherwise be required of members of the creditor committee. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>vii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Other Situations </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Information Originating within the Companies </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Material, <FONT STYLE="white-space:nowrap">non-public</FONT> information may include information originating within the Companies, for
example, information regarding <FONT STYLE="white-space:nowrap">open-end</FONT> or <FONT STYLE="white-space:nowrap">closed-end</FONT> funds advised by the Advisers, such as information on a fund&#146;s portfolio holdings, net asset value, expected
dividend rate, or any other information that could be considered material. DoubleLine Personnel that are contacted by another employee for the purpose of communicating material, nonpublic information as to which the employee was previously unaware
must immediately notify the CCO regardless of whether any nonpublic information is communicated and may be required to comply with the requirements of Subsection D below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Information Originating Outside the Companies </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All Personnel who come into receipt of material nonpublic information, no matter what the source or circumstances, must immediately contact
the CCO and may have to comply with the requirements of Subsection D below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Expert Networks </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Companies occasionally use expert networks as part of its research efforts. A more detailed procedure regarding the use of expert networks
is contained within the Advisers&#146; Compliance Manual. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Minimum Holding Period for <FONT STYLE="white-space:nowrap">Closed-End</FONT> Funds advised or <FONT
STYLE="white-space:nowrap">Sub-Advised</FONT> by DoubleLine </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel may only invest in a <FONT
STYLE="white-space:nowrap">closed-end</FONT> fund advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by DoubleLine (a &#147;DoubleLine CEF&#148;) as a long-term investment and any such investment is subject to a minimum <FONT
STYLE="white-space:nowrap">six-</FONT> month holding period. This means DoubleLine Personnel may not sell any number of shares of a DoubleLine CEF within six months of purchasing shares of the DoubleLine CEF, or purchase shares of a DoubleLine CEF
within six months of selling shares of the DoubleLine CEF. Any violation of this <FONT STYLE="white-space:nowrap">six-month</FONT> holding period will require disgorgement of any profits. Certain DoubleLine Personnel may be required to file forms
promptly with the SEC regarding their transactions in shares of a DoubleLine CEF. For additional details, please review the &#147;Procedures with Respect to Fund Obligations under Section&nbsp;16 of the Securities Exchange Act of 1934&#148;
otherwise known as the Section&nbsp;16 Policy. All transactions in a DoubleLine CEF require preclearance and you may not be able to sell shares of a DoubleLine CEF notwithstanding your compliance with the holding period requirement, including, for
example, if a blackout period applies. A blackout period may apply for an extended period and you may not be able to sell shares of a DoubleLine CEF when you wish, if at all. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 20 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>D.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Required Steps to Take If You Have Been Exposed to Material Nonpublic Information
</B></P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>Personnel who believe they have been exposed to or may possess material nonpublic information should cease any
further actions in any way related to such information or any issuer to which it relates and <U>immediately</U> take the following steps: </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">contact the CCO or Compliance Personnel; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">refrain from discussing the information with, or providing any investment views with respect to any
securities to which the information relates to, anyone else within or outside the Companies </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Except that you may disclose the information to the General Counsel, the CCO or Compliance Personnel in
accordance with your obligations under this Code and you may disclose the information and/or provide your investment view with respect to the relevant securities as expressly permitted by this Code or as may be expressly authorized in writing by the
CCO or General Counsel; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">refrain from transactions involving the subject securities or related securities (whether for a personal
account or an account of a client) or otherwise attempting to take advantage of the information whether for one&#146;s own benefit, that of the Companies, a client or any other person; and </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">v.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">comply with any restrictions or controls that are put in place by the Companies in response to such exposure
or possession. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman"><B>Personnel who are authorized to possess material nonpublic information in accordance with this Code shall take all
appropriate measures to prevent the unauthorized dissemination of that information, including: </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">vi.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">reviewing such information in a private office; and </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">vii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">avoiding the storage of such information on any network drives to which others (other than the CCO, Legal,
IT or Compliance Personnel and anyone else cleared to view the exact same information) have permission to access. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>E.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Responsibilities of the CCO </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">i.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Upon Receipt of Notification of Possible Receipt of Material, Nonpublic Information/Imposition of
Information Barriers </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Upon the receipt of any notification with respect to the receipt by Personnel of
possible material, nonpublic information, the CCO, in consultation with legal if deemed necessary, shall be responsible for making a determination of whether the information is material and nonpublic and, if so, necessary precautions should be
taken, including restricting the Companies&#146; activities in any way or placing an Information Wall around the individual(s) involved. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 21 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">ii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Restrictions on Communication and Information Barriers </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Individuals subject to information barriers are prohibited from discussing the information that gave rise to the information barrier except:
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">among other individuals who are part of the same walled off group; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">with the Companies&#146; legal counsel, CCO or such other persons as the CCO shall specifically direct.
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Individuals subject to information barriers should use care to maintain the information that gave rise to the
information barrier in confidence and shall: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">take reasonable steps, including such steps as are set forth at Subsection D of Section V hereof, to
safeguard the protected information; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">not discuss such matter with anyone except as specifically provided above; and </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">5.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">in accordance with Subsection B of Section V hereof, bring to the attention of the CCO any attempt by
Personnel to solicit or obtain such information unless they have a legitimate business need or reason. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iii.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><FONT STYLE="white-space:nowrap">Pre-Sounding</FONT> </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The CCO shall be responsible for managing the Companies&#146; participation in any response thereto. (See also the discussion at Section VI.
C. 1.) </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">iv.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Maintenance of Restricted and Watch List </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Chief Compliance Officer is responsible for maintaining the Companies&#146; Restricted and Watch Lists. The Chief Compliance Officer may
designate others to assist with the maintenance of these lists. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Restricted List generally may be disclosed to DoubleLine Personnel
and consists of a list of <U>issuers</U>, <I>e.g.</I>., companies, in which Personnel and their Immediate Family Members are prohibited from trading, absent an exemption from such restriction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Watch List generally is not disclosed to Personnel and consists of a list of issuers as to which a limited or select group of Personnel
may be in possession of material nonpublic material information or other sensitive information. However, the CCO may share the Watch List with certain Personnel as necessary to further the purposes of this Code or for other purposes the CCO deems
necessary or appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Restricted and Watch Lists are maintained separately. The Restricted List is available on the Compliance
section of the Companies&#146; intranet, while the Watch List shall not be accessible by Access Persons except as the CCO may deem necessary to further the purposes of this Code of Ethics or for other purposes the CCO deems necessary or appropriate.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Companies also maintain a list of bank loan borrowers which are not currently issuers of public securities and which Personnel have
accessed their private information on services such as, but not limited to, Intralinks, Debt Domain or SyndTrak. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 22 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Companies also maintain a list of private issuers (such as hedge funds or private operating
companies) in which Personnel are invested, based on information gathered as part of the procedures outlined in this Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">As a general
matter, the CCO shall be responsible for the determination to add or remove an issuer from any of the Restricted List, the Watch List, the list of bank loan borrowers, the list of private issuers or any other lists deemed necessary to comply with
these provisions of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">In considering whether an issuer should be added or removed from the Restricted or Watch List, the
following presumptions shall apply: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Issuers that are the subject of an Information Wall or similar controls should be placed on the
Companies&#146; Watch List. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Issuers as to which Personnel are in possession of material nonpublic information should be placed on the
Companies&#146; Watch List, provided that if such information is not restricted to a limited number of Walled Off individuals, the issuer should be placed on the Companies&#146; Restricted List. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Issuers for whom Personnel serve as directors or members of official creditors&#146; committee should
generally be placed on the Restricted List or, if information walls or other appropriate measures are taken, on the Watch List. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>F.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Reporting of Insider Trading Activity </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All DoubleLine Personnel are required to immediately report to the CCO any activity related to a client or client related account or employee
or employee related account that appears to be based upon material nonpublic information. Upon receipt of such notice, the CCO shall be responsible for conducting such review with respect thereto as the CCO believes appropriate and, in conjunction
with the Companies&#146; senior management, for determining whether the Companies should take any action in response thereto, including reporting such matter to any official, as may be required or appropriate and for documenting such notice, review
and determination. The CCO may deem it appropriate, but is not required, to engage outside counsel to investigate or assist with a review of such matters. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" ALIGN="center">


<TR>

<TD WIDTH="14%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="85%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16" STYLE="BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD HEIGHT="16" COLSPAN="2" STYLE="BORDER-TOP:1px solid #000000">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">References:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Section&nbsp;204A: Prevention of Misuse of Nonpublic Information</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Section&nbsp;206: Prohibited Transactions by Investment Advisers</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Exchange Act, Section&nbsp;9: Manipulation of
Security Prices</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Exchange Act, Section&nbsp;10: Manipulative and Deceptive Devices</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Exchange Act Rule <FONT STYLE="white-space:nowrap">10b5-1:</FONT> Trading on the Basis of
Material Nonpublic Information in Insider Trading Cases</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Exchange Act Rule
<FONT STYLE="white-space:nowrap">14e-3:</FONT> Transactions in Securities based on Material, Nonpublic Information in the Context of Tender Offers</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 23 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>VII. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;REPORTING OF ACCOUNTS AND TRANSACTIONS
INVOLVING SECURITIES AND OTHER FINANCIAL PRODUCTS </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>A.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>General Statement of Companies&#146; Policy With Respect to Account and Notification
</B></P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All DoubleLine Personnel, other than Disinterested Trustees, are required to notify the Companies promptly, in the
manner provided below, upon the opening of any outside account by a DoubleLine Personnel or an <B>Immediate Family Member </B>of a DoubleLine Personnel, each as hereinafter defined, for the purchase, holding or disposition of any financial product,
<I>e.g.</I>, a security, future, commodity, or any derivative thereon. To the extent you report an account over which neither you nor any other Immediate Family Member has any direct or indirect influence or control over, you may be required to
certify in writing that they have no direct or indirect influence or control over such account. See also the section below entitled <FONT STYLE="white-space:nowrap">&#147;Non-Volitional</FONT> Transactions&#148; below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel, other than Disinterested Trustees, must report any account that is beneficially owned by (i)&nbsp;them; (ii) their
spouse or domestic partner; (iii)&nbsp;any Immediate Family Member (as defined below); and (iv)&nbsp;any account as to which any of the foregoing has discretionary authority or direct influence or control, including any account for which an
individual acts as trustee, executor or custodian, but excluding any account for an Adviser&#146;s client to the extent the discretion is exercised on behalf of the Adviser. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The term &#147;Immediate Family Member&#148; shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or domestic
partner, sibling, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mother-in-law,</FONT></FONT> <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">father-in-law,</FONT></FONT>
<FONT STYLE="white-space:nowrap">son-in</FONT> law, <FONT STYLE="white-space:nowrap">brother-in</FONT> law, or <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">sister-in-law,</FONT></FONT> including all adoptive relationships, but
only to the extent such family member shares a household with the individual. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Personnel who are new to the Companies must promptly notify
the Companies within ten (10)&nbsp;business days of all existing accounts that would otherwise fall within the foregoing notification requirement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All DoubleLine Personnel are also required to notify the Companies promptly upon any change in the account set up information, <I>e.g.</I>, a
change to the name of the account or the account number, or the closing of such account. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Any information required to be submitted to the
Companies pursuant to this Section VII may be delivered, at the Companies&#146; option, through authorized and designated compliance systems designed for such purpose. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Account and Initial Holdings Notification </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All account and initial holding notifications, including account openings, changes to an account and account closings, must be made in writing
or through electronic delivery of the relevant information to designated Compliance Personnel, and in the case of account openings, shall include the name of the broker, dealer, bank or other party with whom the account was established. Such
notification should be provided using Exhibit VII A1 (or its substantial equivalent in any designated compliance system). All initial holding notifications shall be submitted within ten (10)&nbsp;days of a person being designated as an Access Person
and being subjected to the requirements of the Code. Information submitted in initial account and holdings reports must be current as of a date no more than forty-five (45)&nbsp;days prior to the date the person becomes an Access Person. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 24 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">At the time any such notification is made, the brokerage or other firm that is to carry the
account also must be notified by DoubleLine Personnel of the need to provide copies of account statements and confirmations to the Companies. Such notification should be provided by completing and mailing a copy of the form letter attached hereto as
<B>Exhibit VII A2</B>. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Right of Companies to Limit Where Accounts May be Carried </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Notwithstanding anything herein, the Companies reserve the right to limit the firms at which personal securities accounts of DoubleLine
Personnel and their Immediate Family Members may be opened and carried, provided that the CCO may grant exceptions to such policy in the case of hardship or for other good cause. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>iii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Disclosure and Furnishing of Quarterly Transaction Reports Regarding Financial Products
</B></P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">No later than thirty (30)&nbsp;calendar days after the end of each calendar quarter, all Personnel, other than
Disinterested Trustees, must provide designated Compliance Personnel with the following information with respect to all transactions during such quarter involving a security or financial product, other than &#147;<B>Excluded Transaction</B>,&#148;
as defined below, in which they have any direct or indirect beneficial interest: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The date of the transaction, the type of product and, as applicable, the exchange ticker symbol or CUSIP,
the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each security or financial product involved; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The price of the security or financial product at which the transaction was effected; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The name of the broker, dealer, bank or other party with or through which the transaction was effected; and
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The date that the report is submitted. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="8%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Excluded Transactions </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">For purposes hereof, the term &#147;Excluded Transaction&#148; means any of the following: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">-</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">A transaction involving an Excluded Product (as defined in Section VII A 7) or a <FONT
STYLE="white-space:nowrap">Non-Volitional</FONT> Transaction </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">-</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">A transaction as to which all the information required to be reported is contained in a broker trade
confirmation or account statement that has been previously provided hereunder; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">-</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">A transaction pursuant to an &#147;<B>Automatic Investment Plan</B>,&#148; which, in accordance with
Investment Company Act Rule <FONT STYLE="white-space:nowrap">17j-1(a)(11),</FONT> means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined
schedule and allocation and which includes a dividend reinvestment plan. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 25 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>iv.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Annual Holdings Reports </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">As required by Rule <FONT STYLE="white-space:nowrap">204A-1</FONT> under the Advisers Act, and Rule
<FONT STYLE="white-space:nowrap">17j-1</FONT> under the Investment Company Act, not later than 45 days after January 1<SUP STYLE="font-size:85%; vertical-align:top">st</SUP>, all Personnel, other than Disinterested Trustees, are required to report
in a dated writing to the CCO the following information, which must be current as of December 31st: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The title, number of shares and principal amount of each security or financial product, other than an
Excluded Product, in which the individual has any direct or indirect beneficial ownership; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The name of any broker, dealer, bank or other party through whom an account is held for the direct or
indirect benefit of the individual. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">The timing of the submission of these reports is designed to coincide with a quarterly transaction report to
alleviate confusion about the submission of reports. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>v.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Reporting Requirements Applicable to Disinterested Trustees </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">While Disinterested Trustees are not subject to the foregoing reporting requirements, they are required to report any transaction, other than
a &#147;<B><FONT STYLE="white-space:nowrap">Non-Reportable</FONT> Transaction</B>&#148; (as hereinafter defined), involving a security, other than one that is an Excluded Product, undertaken by the Disinterested Trustee or any DoubleLine Personnel
or any Immediate Family Member, if the Disinterested Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Trustee of the Fund, should have known that, during a <FONT STYLE="white-space:nowrap">15-day</FONT> period
immediately preceding or after the date of the transaction, (i)&nbsp;the Fund purchased or sold such security, or (ii)&nbsp;the Fund or an adviser to the Fund was considering the purchase or sale of such security (such transaction a &#147;<B>Covered
Transaction</B>&#148;). </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Reporting Requirements </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Any Disinterested Trustee that is required to report a Covered Transaction shall, no later than thirty (30) calendar days after the end of the
calendar quarter in which such transaction occurred, file such report containing such information with respect to such transaction and any account in which the transacted securities were held with the Funds&#146; CCO. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Definition of <FONT STYLE="white-space:nowrap">Non-Reportable</FONT> Transaction </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">For purposes hereof, the term &#147;<B><FONT STYLE="white-space:nowrap">Non-Reportable</FONT> Transaction</B>&#148; means any transaction
taken as part of an Automatic Investment Plan or a <FONT STYLE="white-space:nowrap">Non-Volitional</FONT> Transaction. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>vi.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Other Reports or Information </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Notwithstanding the foregoing, all Personnel may be required to provide such additional information regarding any holdings of, or transactions
in, financial products at such times and in such manner as designated Compliance Personnel may request. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 26 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>vii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Excluded Products </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">For purposes hereof, the term &#147;Excluded Products&#148; means the following: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Direct obligations of the federal government of the United States (Note for clarification: this does not
include obligations of any state, including obligations of any municipality or state agency). </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Bankers&#146; acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt
instruments, including repurchase agreements. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Shares issued by money market funds. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Shares in <FONT STYLE="white-space:nowrap">open-end</FONT> investment companies (mutual funds) (Note: this
does <B>not </B>include <FONT STYLE="white-space:nowrap">open-end</FONT> investment companies that are advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by DoubleLine or any affiliate). </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">5.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Shares issued by unit investment trusts that are invested exclusively in one or more mutual funds not
advised by DoubleLine or any affiliate. (Mutual funds and ETFs advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by DoubleLine or any affiliate are &#147;Reportable Funds&#148;.) </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">6.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Purchases or sales of physical currencies and physical commodities. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">7.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Investments in 529 plans not managed, distributed, marketed or underwritten by a DoubleLine or any of its
affiliates.<SUP STYLE="font-size:85%; vertical-align:top">5</SUP> </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>viii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B><FONT STYLE="white-space:nowrap">Non-Volitional</FONT> Transactions </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">For purposes hereof, the term <FONT STYLE="white-space:nowrap">&#147;Non-Volitional</FONT> Transaction&#148; means any transaction effected in
an account over which neither the applicable Personnel nor any of the Personnel&#146;s relevant Immediate Family Members have any direct or indirect influence or control, including transactions such as demutualization, stock splits, stock from
mergers or spin-offs, automatic tender offers or stock dividends. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" ALIGN="center">


<TR>

<TD WIDTH="14%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="85%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16" STYLE="BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD HEIGHT="16" COLSPAN="2" STYLE="BORDER-TOP:1px solid #000000">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">References:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204A-1(a)</FONT> (3): Investment Adviser
Codes of Ethics (review of securities transactions and holdings)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204A-1(b):</FONT> Investment Adviser Codes
of Ethics (reporting requirements)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204-2(a)(13)(1):</FONT> Books and Records to
be Maintained by Investment Advisers (record of report with respect to securities transactions)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204-2(e):</FONT> Books and Records to be
Maintained by Investment Advisers (holding period for certain records)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT STYLE="white-space:nowrap">17j-1(d):</FONT> Personal
Investment Activities of Investment Company Personnel (Reporting Requirements of Access Persons)</P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:26%">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><SUP STYLE="font-size:85%; vertical-align:top">5</SUP> See SEC <FONT STYLE="white-space:nowrap">no-action</FONT> letter, WilmerHale,
July&nbsp;28, 2010. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 27 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" ALIGN="center">


<TR>

<TD WIDTH="14%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="85%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT STYLE="white-space:nowrap">17j-1(e):</FONT> Personal
Investment Activities of Investment Company Personnel (Preapproval of Investments in IPOs and Limited Offerings)</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT
STYLE="white-space:nowrap">17j-1(f):</FONT> Personal Investment Activities of Investment Company Personnel (Recordkeeping Requirements)</P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>VIII. &nbsp;&nbsp;&nbsp;&nbsp;INVESTMENT ACTIVITIES </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>A.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Overview </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The Companies impose a number of restrictions on trading and investment activities by DoubleLine Personnel, other than Disinterested Trustees.
These restrictions are designed to assist the Companies in complying with applicable legal and regulatory requirements; to help avoid conflicts of interest, including apparent conflicts; and, ultimately, to protect the Companies&#146; reputation.
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>B.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Provisions of General Applicability </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Prohibition on Doing Indirectly What Cannot Be Done Directly </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel are expected to comply with both the letter and the spirit of the restrictions and prohibitions set forth in this Code.
Accordingly, to the extent any transaction would put an individual in an economic position that would be substantially equivalent to a prohibited or restricted transaction, such transaction is similarly prohibited or restricted. By way of
illustration, where a long position in an underlying equity would be prohibited, it would be prohibited for an individual to establish a derivative or synthetic position that achieves similar economics. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>When in Doubt </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">When in doubt as to the applicability of these restrictions and prohibitions to any transaction, Personnel should either refrain from entering
into the transaction or discuss the matter with their supervisor or Compliance Personnel. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>iii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Breaking Trades </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">As all or part of a sanction imposed, the Companies may require that Personnel break or unwind any transaction entered by any Personnel in
violation of these provisions. In such case, the Companies shall not have any obligation to reimburse the individual for any loss suffered as a result thereof and any realized profits shall be disgorged and provided to a charitable organization
chosen by the Companies. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>iv.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Hardship </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The CCO may grant exceptions to certain restrictions or prohibitions set forth herein in the case of hardship or for other good cause,
provided that any such exemption shall be documented and otherwise in compliance with any applicable legal requirements. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 28 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>v.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Trade Request Submission Requirements and Timing Expectations </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B><I><U>Personnel should understand that the Approving Officers will be under no obligation to respond to any request for approval within any
stated time and once any such matter is considered may withhold approval for any reason or for no reason at all and, in any event, may withhold approval where it is determined that any such transaction may be legally uncertain, may give the
appearance of a conflict of interest, or may expose the Companies to reputational risk, risk of regulatory inquiry or other harm, no matter how remote.</U> </I></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman"><B>All personal trades must be submitted through the designated compliance system. Certain transactions may require additional documentation at the discretion
of the Approving Officers. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Should any person use email to make a personal trade request, such person is presumed to be making all the
representations that are present on the sample forms provided in this policy (including similar forms available in any electronic or automated preclearance system). The use of email to make such requests should be restricted to situations such as
when the requestor is out of office or the use of the prescribed form is otherwise impractical and such procedure should be the exception to the general procedure of requesting preapproval through the designated compliance system. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">NOTE: Post-approval is not permitted. Any trade completed before <FONT STYLE="white-space:nowrap">pre-approval</FONT> is obtained or after the
approval window has terminated may be broken or unwound as provided at Section VIII. B. 3 and may result in disciplinary action. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>C.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Prohibitions and <FONT STYLE="white-space:nowrap">Pre-Approval</FONT> Requirements of General
Applicability </B></P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Prohibited Transactions </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Nonpublic Information</U>. All DoubleLine Personnel are strictly prohibited from trading or participating in any investment activity,
including without limitation the making of any recommendation, whether on their own behalf or on behalf of a shareholder or client of the Companies or other third party, based on material nonpublic information or nonpublic client information,
including client securities information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Manipulative Conduct</U>. Personnel are strictly prohibited from engaging in any trading or
investment activity that constitutes manipulative conduct. This would include trades that do not have a bona fide purpose, <I>e.g</I>., that are done to influence market price or convey a false appearance of price movement or volume. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Fraud</U>. Personnel are strictly prohibited from participating in any investment activity that is known to any such individual to involve
fraudulent activities such as forgery, <FONT STYLE="white-space:nowrap">non-disclosure</FONT> or misstatement of material facts or the taking of any action that is meant to conceal or misrepresent the facts of a matter. This would include, for
example, knowingly backdating a document or recording a trade as occurring at an incorrect time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Restricted List</U>. Absent an
exception specifically granted by the CCO, Personnel are prohibited from trading or participating in any investment activity in any security on the Companies&#146; Restricted List. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Uncovered Short Trade</U>. Personnel are prohibited from entering into an uncovered short trade. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Uncovered Option</U>. Personnel are prohibited from writing an uncovered option. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 29 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Transactions Requiring Additional Documentation to obtain
<FONT STYLE="white-space:nowrap">Pre-Approval</FONT> </B></P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">All DoubleLine Personnel are prohibited from engaging in any
<B>Restricted Transaction </B>(as defined below) without first obtaining prior approval by the CCO or the CCO&#146;s designees (collectively, the &#147;Approving Officers&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">For purposes hereof, a Restricted Transaction shall mean: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="11%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">acquiring ownership, directly or indirectly, in any security issued in an initial public offering or a
limited offering or private placement (each as defined below), including any interest in a hedge fund. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="11%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">For purposes of the foregoing, the term &#147;initial public offering&#148; shall mean an offering of
securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration was not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="11%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">transfers of interest in private placements sponsored by the Companies, other than transfers for estate
planning purposes or that are court-mandated. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="11%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">For purposes of the foregoing, the terms &#147;limited offering&#148; or &#147;private placement&#148; shall
each mean an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to Section&nbsp;4(2), which provides an exemption for transactions by an issuer not involving any public offering, or Section&nbsp;4(6),
which involve offers or sales by an issuer solely to one or more accredited investors, or pursuant to Rule 504, Rule 505, or Rule 506 of Regulation D, which allow offerings for a limited dollar amount and/or to a limited number of investors, or any
other applicable exemption from registration under the Securities Act of 1933. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="11%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Transactions involving any closed end fund advised or sub advised by DoubleLine must be <FONT
STYLE="white-space:nowrap">pre-approved</FONT> without exception. It may prove necessary for the Code of Ethics Committee to discuss such requests and reach agreement as to whether that transaction can be approved considering the circumstances.
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="11%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">Closed end funds not managed by DoubleLine require preapproval as described below under &#147;Transactions
requiring <FONT STYLE="white-space:nowrap">pre-approval&#148;.</FONT> </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Requests for approval of all Restricted
Transactions must be submitted directly to the CCO. When considering approval of any request, the Approving Officers will take into consideration whether the investment opportunity is one that should have been reserved for an Adviser&#146;s clients
and whether the opportunity is being offered by virtue of the individual&#146;s position with an Adviser. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="97%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt">


<TR>

<TD WIDTH="19%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="76%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="3%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="10" STYLE="BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD HEIGHT="10" COLSPAN="2" STYLE="BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD HEIGHT="10" COLSPAN="2" STYLE="BORDER-TOP:1px solid #000000">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">&nbsp;&nbsp;References:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Advisers Act Section&nbsp;204A: Prevention of Misuse of Nonpublic Information</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Advisers Act Section&nbsp;206: Prohibited Transactions by Investment Advisers</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.50em; text-indent:-3.50em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204A-1(c):</FONT> Investment Adviser Codes
of Ethics (pre- approval of certain investments)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.50em; text-indent:-3.50em; font-size:11pt; font-family:Times New Roman">Advisers Act Rule <FONT STYLE="white-space:nowrap">204-2(a)(13)(iii):</FONT> Books and Records
to be Maintained by Investment Advisers (record of decision regarding certain securities</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR></TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 30 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="97%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt">


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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="76%"></TD>

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<TD WIDTH="3%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.50em; text-indent:-3.50em; font-size:11pt; font-family:Times New Roman">acquisitions)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:3.50em; text-indent:-3.50em; font-size:11pt; font-family:Times New Roman">Investment Company Act Rule <FONT
STYLE="white-space:nowrap">17j-1(e):</FONT> Personal Investment Activities of Investment Company Personnel <FONT STYLE="white-space:nowrap">(Pre-Approval</FONT> of Investments in IPOs and Limited Offerings)</P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:1pt">&nbsp;</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>iii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Transactions Requiring <FONT STYLE="white-space:nowrap">Pre-approval</FONT> </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Before you execute a personal trade, the trade may need to be <FONT STYLE="white-space:nowrap">pre-approved</FONT> (i.e., <FONT
STYLE="white-space:nowrap">pre-cleared)</FONT> to ensure that there is no conflict with the Companies&#146; current trading activities on behalf of its clients (including the Funds). All trades in any security must be precleared, except as provided
below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>1.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B><FONT STYLE="white-space:nowrap">&nbsp;&nbsp;Pre-Approval</FONT> is required for the following types of
transactions: </B></P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Any Security (unless excluded below): </B>You must preclear trades in any security, which means any bond,
stock, debenture, certificate of interest or participation in any profit-sharing venture, warrant, right and generally anything that meets the definition of &#147;security&#148; under the Investment Advisers Act of 1940 and the Investment Company
Act of 1940. Except for money market instruments and <FONT STYLE="white-space:nowrap">G-</FONT> 7 government direct obligations, all fixed income securities must be precleared. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Common Stocks: </B>You are required to preclear all publicly traded common stocks (any equity security).
Restrictions also apply to investments in private placements (including private funds) or initial public offerings (see discussion below). </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Derivatives: </B>Trades in any financial instrument related to a security or commodity interest that is
required to be <FONT STYLE="white-space:nowrap">pre-cleared,</FONT> including options on securities, futures contracts, single stock futures, options on futures contracts and any other derivative must be precleared. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>ETFs: </B>You are required to preclear all trades in any ETF. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Shares in any <FONT STYLE="white-space:nowrap">Closed-end</FONT> Fund or REIT: </B>Preclearance is required
if you purchase or sell shares of any <FONT STYLE="white-space:nowrap">closed-end</FONT> funds and/or REITs, including any advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by the Companies. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Systematic Investment Plans: </B>Preclearance is required when executing an initial instruction for any
purchases or sales that are made pursuant to a systematic investment or withdrawal plan involving a security that requires preclearance. A systematic investment or withdrawal plan is one pursuant to which a prescribed purchase or sale will be
automatically made on a regular, predetermined basis without affirmative action by the Access Person. As such, only the initial investment instruction (and any subsequent changes to the instruction) requires preclearance. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Private Placement Securities: </B>All DoubleLine Personnel must preclear a<U>ny</U> trades in private
placement securities (i.e., any offering, in fixed income or otherwise, that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or 4(6) or pursuant to rule 504, rule 505, or rule 506 under
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 31 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="16%">&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">
the Securities Act of 1933). This requirement includes all private investment partnerships or funds such as hedge funds and private real estate holding partnerships. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Initial Public Offerings: </B>DoubleLine Personnel may only participate after obtaining preclearance from
the CCO or his designee. As a general matter, you should expect that most preclearance requests involving initial public offerings will be denied. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Commercial Real Estate: </B>Transactions that involve the purchase or sale of commercial real estate must
be <FONT STYLE="white-space:nowrap">pre-approved</FONT> by the CCO, regardless of whether such transaction is effected through an entity controlled by the Access Person or in such Access Person&#146;s individual capacity. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><B>Shares of Preferred Stock</B>: All transactions in shares of preferred stock must be <FONT
STYLE="white-space:nowrap">pre-cleared.</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>2.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B></B><B><I>&nbsp;&nbsp;De minimis </I></B><B>transactions </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Any personal trades of any equity security that, in the aggregate, do not exceed 5,000 shares in a rolling <FONT
STYLE="white-space:nowrap">30-day</FONT> period or $35,000 total market value, per issuer with a <U>market capitalization of </U><U>$10</U><U></U><U>&nbsp;billion or greater</U>, will be processed as a <I>de minimis transaction</I>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><B>PLEASE NOTE: Even if a personal trade qualifies as a de minimis transaction, it still must be reported to the Compliance
Department reasonably in advance of being placed. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:10%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">De minimis transactions may <B>not </B>be used for: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Any bond (debt security) trade (except trades in direct obligations of the federal government of the United
States or municipal bonds); </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Any security issued by a client; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Any initial public offering; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Any private placement; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="12%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Any closed end funds managed by the Companies &#150; either as adviser or
<FONT STYLE="white-space:nowrap">sub-</FONT> adviser; </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">De minimis transactions may not be used to avoid compliance with
other aspects of this Code. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>iv.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B><FONT STYLE="white-space:nowrap">&nbsp;&nbsp;Pre-approval</FONT> is not required for the following types
of transactions: </B></P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Government Securities: </B>Trades in any direct obligations of the U.S. Government or any G7 government
are not required to be precleared. This does not include obligations of any state, including obligations of any municipality or state agency. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>High Quality Short-term Debt Instruments: </B>High quality short term debt instruments including bankers
acceptances, bank certificates of deposit, commercial </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 32 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">
paper, variable-rate demand notes, repurchase agreements and other high quality short- term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that
is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&amp;P or Moody&#146;s) are not required to be precleared. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Money Market Funds: </B>Trades in any investment company or fund that is a money market fund are not
required to be precleared. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B><FONT STYLE="white-space:nowrap">Open-End</FONT> Mutual Funds (other than ETFs): </B>Subject to
applicable blackout periods, trades in <FONT STYLE="white-space:nowrap">open-end</FONT> mutual funds, , <B>including <FONT STYLE="white-space:nowrap">open-end</FONT> mutual funds advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by the
Companies.</B>. Note: Trades in the Companies&#146; open-ended mutual funds advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by the Companies are not required to be <FONT STYLE="white-space:nowrap">pre-</FONT> cleared but are required
to be reported if you hold them in your investment accounts, and from time to time may be subject to blackout period or holding period requirements. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">5.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Transactions in Retirement Accounts and Deferred Compensation Plans</B>: Purchases or sales of investment
companies or funds in the Companies&#146; 401(k) participant account or Deferred Compensation Plans (<U>including <FONT STYLE="white-space:nowrap">open-end</FONT> mutual funds advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by the
Companies</U>) are not required to be precleared. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">6.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Systematic Investment Plans</B>: Any purchases or sales that are made pursuant to a systematic investment
or withdrawal plan that has previously been approved by a Compliance Officer. A systematic investment plan is any plan where a sale or purchase will be automatically made on a regular, predetermined basis without your authorization for each
transaction. The first instruction must be precleared, but each subsequent purchase is not required to be precleared unless changes are made to the terms of the standing order. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">7.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Certain Corporate Actions: </B>Any acquisition of securities through stock dividends, dividend
reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin- offs, exercise of rights or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities is not
required to be precleared. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">8.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>529 College Savings Plans: </B>Any transaction in units of a college savings plan established under
Section&nbsp;529 of the Internal Revenue Code. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">9.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Miscellaneous: </B>Any transaction in any other securities as the CCO may designate on the grounds that
the risk of abuse is minimal or <FONT STYLE="white-space:nowrap">non-existent.</FONT> </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">If you place a
Good-until-Canceled (&#147;GTC&#148;) or Limit Order and the order is not fully executed or filled by the end of the second business day after <FONT STYLE="white-space:nowrap">pre-clearance</FONT> is received, you must repeat the preclearance
process. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Personnel that are registered representatives of a broker dealer also must request written <FONT
STYLE="white-space:nowrap">pre-</FONT> approval from that broker dealer before engaging in private securities transactions or transacting in initial public offerings. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 33 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>v.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Additional Restrictions </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>1.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Holdings Periods for Securities in Personal Accounts for all DoubleLine Personnel and Immediate Family
Members </B></P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">After making a purchase, you generally must hold that security for at least 60 calendar days unless
specifically exempted below. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Holding periods apply for all securities except transactions in money market funds, government/sovereign
securities issued by <FONT STYLE="white-space:nowrap">G-7</FONT> countries, high quality short-term debt instruments, and <FONT STYLE="white-space:nowrap">open-end</FONT> mutual funds (except as described in the next bullet). </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">For the avoidance of doubt, the <FONT STYLE="white-space:nowrap">60-day</FONT> holding period applies for all
mutual funds, investment companies, unit trusts, REITs, or other commingled vehicles for which the Companies serve as adviser or <FONT STYLE="white-space:nowrap">sub-adviser.</FONT> </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">This limitation applies to any purchases or sales in your individual retirement account, 401(k), deferred
compensation plan, or any similar retirement plan or investment account for you or your immediate family. There is no holding period for purchases or sales done through a systematic investment or withdrawal plan. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>2.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Blackout Periods for all DoubleLine Personnel </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Seven Day Blackout period for all DoubleLine Personnel: </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">You may not purchase or sell a security if the Companies purchase or sell securities of the same issuer on
behalf of a client <U>within</U> seven calendar days before or after the date of your purchase or sale. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>D.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Additional Restrictions Applicable to Access Persons </B></P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>i.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Transactions with a Heightened Approval Requirement </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">To avoid potential conflict situations and the appearance of a conflict, Access Persons shall not enter into any transactions that they have
reason to believe could be a contrary transaction or a trading ahead transaction, each as described below, unless the particular transaction has been <FONT STYLE="white-space:nowrap">pre-approved</FONT> by Approving Officers. The applicable
Approving Officers shall only approve such a transaction where they (i)&nbsp;have documented their awareness of such facts as would allow the specific transaction to be characterized as a contrary transaction or a trading ahead transaction and
(ii)&nbsp;have a reasonable belief that the transaction will not adversely impact the client&#146;s position or strategy. In making such determination, the Approving Officers shall consider such factors, such as the size of the transaction or the
liquidity of the market for such product, as they reasonably believe are relevant to such determination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Contrary Transaction</U>. A
contrary transaction is one that that reflects a view that is contrary to: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">any currently contemplated, but unexecuted, client transaction or current recommendation made to a client or
other transaction under active consideration, but only to the extent the individual is aware of such contemplated transaction or recommendation; </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 34 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">any trade made on behalf of a client by such individual or by the Companies during the previous fifteen
(15)&nbsp;days, but only to the extent the individual is aware of such trade; and </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="18%">&nbsp;</TD>
<TD WIDTH="6%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify">any current position known by the individual to be held by a client as a result of either or both
Companies&#146; recommendation or decision. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">For purposes of the foregoing, any strategy or research
shall be considered to be a recommendation that has been made to a shareholder or client to the extent it has been made known to the applicable shareholder or client, is being prepared for the benefit of such shareholder or client, or is being used
in connection with the exercise by the Companies of trading discretion on behalf of such shareholder or client. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify"><U>Trading Ahead Transaction</U> A &#147;trading ahead transaction&#148; is one that seeks to take advantage of market
movements that are likely to result from an impending trade, <I>e.g.</I>, an increase in price as a result of the purchase of a large position, or the execution of contemplated strategy or research. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="14%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left"><B>ii.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman; " ALIGN="justify"><B>Round Trip Transactions within 60 Day Window </B></P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Access Persons shall forfeit any profit from the purchase and sale, or sale and purchase, of the same (or equivalent)
securities, other than Excluded Products, within any sixty (60)&nbsp;day period. Such profits will be calculated by matching most recent purchases against a given sale or most recent sales against a given purchase. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Other limitations under this Code on such a transaction may apply. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Note: This prohibition effectively limits the utility of options trading and short sales of securities and could make
legitimate hedging activities less available. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; text-indent:5%; font-size:11pt; font-family:Times New Roman" ALIGN="center">*********************************************************************** </P>
<P STYLE="margin-top:3pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">THE FOLLOWING SUMMARY OF PERSONAL SECURITIES TRADING REQUIREMENTS IS PROVIDED TO ASSIST THE READER. IT IS NOT A SUBSTITUTE FOR
THE DETAILED DISCUSSION WITHIN THIS CODE OF ETHICS OF THE PERSONAL SECURITIES TRADING REQUIREMENTS. THE INTERPRETATION OF THE CODE OF ETHICS BY THE CAPITAL CCO SHALL SERVE AS THE FINAL ARBITRATION OF THE CODE OF ETHICS PERSONAL TRADING REQUIREMENTS.
</P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" ALIGN="center">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER:1px solid #000000; padding-left:8pt; padding-right:2pt"><B>Transactions or securities not requiring <FONT STYLE="white-space:nowrap">pre-approval</FONT></B></TD></TR>
<TR STYLE="font-size:1px; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Excluded Products</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"><FONT STYLE="white-space:nowrap">Non-Volitional</FONT> transactions</TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Automated Investment Plans</TD></TR>
<TR STYLE="font-size:1px; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Automated payroll purchase or sale of DoubleLine Funds into the DoubleLine
401(k) up to the annual statutory limit for contributions to a 401(k) plan</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Automated <FONT STYLE="white-space:nowrap">(pre-planned)</FONT> rebalancing
transactions leading to the purchase or sale of DoubleLine Funds into the DoubleLine 401(k)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center">Purchase or sales of shares issued by <FONT STYLE="white-space:nowrap">open-end</FONT> mutual funds and unit investment trusts that are</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:11pt; font-family:Times New Roman" ALIGN="center">invested including funds advised or <FONT STYLE="white-space:nowrap">sub-advised</FONT> by an Adviser or any affiliate</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 35 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" ALIGN="center">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER:1px solid #000000; padding-left:8pt; padding-right:2pt"><B>Transactions or securities REQUIRING <FONT STYLE="white-space:nowrap">pre-approval</FONT></B></TD></TR>
<TR STYLE="font-size:1px; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Trades in any closed end fund advised or
<FONT STYLE="white-space:nowrap">sub-advised</FONT> by DoubleLine</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Trades in any stock (to mean: any equity security)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Trades in any bond that is not an Excluded Product</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Trades in any closed end fund</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Trades in any ETF</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Trades in any financial derivatives</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">De minimis transactions</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt"><B>Transactions or securities REQUIRING increased review or documentation
before <FONT STYLE="white-space:nowrap">pre-approval</FONT></B></TD></TR>
<TR STYLE="font-size:1px; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="bottom" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">ANY private placement (private company, hedge fund, etc)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">ANY Initial Public Offering (IPO)</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">ANY trade in a DoubleLine advised (or
<FONT STYLE="white-space:nowrap">sub-advised)</FONT> Closed End Fund</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Contrary Transactions</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" ALIGN="center" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt; padding-right:2pt">Trading Ahead Transactions</TD></TR>
</TABLE> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>IX. ANNUAL REVIEW BY TRUSTEES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">No less frequently than annually, the Chief of Compliance and other senior management shall furnish a written report to the
Trustees, which shall: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">describe any issues arising under the Code of Ethics or &#147;material compliance matter,&#148; as such term
is defined at Rule <FONT STYLE="white-space:nowrap">38a-1(e)(2)</FONT> of the Investment Company Act, not previously reported to the Trustees, including any information regarding sanctions and remedial actions taken in response thereto;
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">list all waivers given by quantity and type and describe any waivers that might be considered material or
important by the Trustees; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">list all approvals of investments in IPOs and Limited Offerings that were granted; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#9679;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">certify that the CCO has reviewed the Code and the compliance and supervisory policies and procedures of the
Companies and has found that they are reasonably designed to prevent violations of the Federal Securities Laws and of the Code itself. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:5%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">The CCO shall provide reports similar to those described above (and elsewhere in the Code) to the boards of trustees (or
directors) of other registered investment companies for which an Adviser serves as an adviser or <FONT STYLE="white-space:nowrap">sub-adviser.</FONT> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 36 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="right">


<IMG SRC="g920962g17k79.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE OPPORTUNISTIC CREDIT FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INCOME SOLUTIONS FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE YIELD OPPORTUNITIES FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE FUNDS TRUST </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE CAPITAL LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE EQUITY LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE ALTERNATIVES LP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE GROUP LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INVESTMENT MANAGEMENT ASIA LTD. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>ACKNOWLEDGEMENT OF INITIAL RECEIPT </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>OF </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>CODE OF ETHICS
</B></P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">This acknowledgement must be signed and returned to the Chief Compliance Officer. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">I hereby acknowledge that I have read the Code of Ethics for DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine
Yield Opportunities Fund, DoubleLine Funds Trust, DoubleLine Equity LP, DoubleLine Alternatives LP, DoubleLine Group LP<B>, </B>and DoubleLine Capital LP (which contains the Insider Trading Policy for DoubleLine Funds Trust, DoubleLine Equity LP,
DoubleLine Alternatives LP, and DoubleLine Capital LP) and have had an opportunity to review any portions thereof with my <I>supervisor </I>and the or other member of the Compliance Department. By signing below, I agree to perform fully in
accordance with such provisions of the Code of Ethics as are applicable to me, including the requirement that I promptly report to the any violation of the Code of which I become aware. I understand that my failure to fully comply with all
applicable provisions may subject me to disciplinary action up to and including termination and can also subject me to fines, penalties and even criminal actions and result in significant reputational harm. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Signature:<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Print Name:
<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</U> </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:7%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Date:
<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 37 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE OPPORTUNISTIC CREDIT FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INCOME SOLUTIONS FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE YIELD OPPORTUNITIES FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE FUNDS TRUST </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE CAPITAL LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE EQUITY LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE ALTERNATIVES LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE GROUP LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INVESTMENT MANAGEMENT ASIA LTD. </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>ACKNOWLEDGEMENT OF INITIAL RECEIPT </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>OF </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>CODE OF ETHICS
(CONSULTANTS) </B></P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">This acknowledgement must be signed and returned to the Chief Compliance Officer. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">I have received and read the Code of Ethics (which contains the Insider Trading Policy for DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions
Fund, DoubleLine Yield Opportunities Fund, DoubleLine Funds Trust, DoubleLine Equity LP, DoubleLine Alternatives LP, DoubleLine Group LP and DoubleLine Capital LP) (collectively, &#147;DoubleLine&#148;). I understand that, as a consultant, I may be
exposed to certain information pertaining to DoubleLine&#146;s portfolio management or trading strategies, including securities traded by DoubleLine on behalf of its clients. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">If I am exposed to such information, I will notify the Chief Compliance Officer immediately. I understand that, in such cases, I may be
required to conform to the requirements of the Code of Ethics for access persons. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:36%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Signature:<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:36%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Print Name:
<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:36%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Date:
<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 38 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE OPPORTUNISTIC CREDIT FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INCOME SOLUTIONS FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE YIELD OPPORTUNITIES FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE FUNDS TRUST </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE CAPITAL LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE EQUITY LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE ALTERNATIVES LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE GROUP LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INVESTMENT MANAGEMENT ASIA LTD. </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>ACKNOWLEDGEMENT OF RECEIPT OF AMENDED </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>CODE OF ETHICS </B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">This
acknowledgement must be signed and returned to the Chief Compliance Officer. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">I hereby acknowledge that I have received a copy of the
amended Code of Ethics for DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Yield Opportunities Fund, DoubleLine Funds Trust, DoubleLine Equity LP, DoubleLine Alternatives LP, DoubleLine Group LP and DoubleLine
Capital LP (which contains the Insider Trading Policy, dated as of<U></U><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, and have had an opportunity to review any portions thereof with my
<I>supervisor </I>and a member of the Compliance Department. By signing below, I agree to perform fully in accordance with such provisions of the Code of Ethics as are applicable to me, including the requirement that I promptly report to the Chief
Compliance Officer any violation of the Code of which I become aware. I understand that my failure to fully comply with all applicable provisions may subject me to disciplinary action up to and including termination and can also subject me to fines,
penalties and even criminal actions and result in significant reputational harm. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; margin-left:7%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Signature:<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:7%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Print Name:
<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</U> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:7%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Date:
<U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 39 - </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit VII. A1. </B></P>
<P STYLE="margin-top:14pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE OPPORTUNISTIC CREDIT FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INCOME SOLUTIONS FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE YIELD OPPORTUNITIES FUND </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE FUNDS TRUST </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE CAPITAL LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE EQUITY LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE ALTERNATIVES LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE GROUP LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE INVESTMENT MANAGEMENT ASIA LTD. </B></P>
<P STYLE="margin-top:16pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center">Annual or Initial Holdings Report </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Data is complete as
of<U></U><U>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;</U> </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="90%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt" ALIGN="center">


<TR>

<TD WIDTH="12%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="13%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="14%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="14%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="14%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="14%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="13%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER:1px solid #000000; padding-left:8pt"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Account (Brokerage firm name)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Account
Number</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">CUSIP</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Security</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Name</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify"># shares</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">(or principal amount)</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Total $</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-TOP:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-TOP:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">
<P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt">Notes</P></TD></TR>
<TR STYLE="font-size:1px; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
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<TR STYLE="font-size:1px; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">&nbsp;</TD>
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<TR STYLE="font-size:1px; font-family:Times New Roman; font-size:11pt">
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<TR STYLE="font-size:1px; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">&nbsp;</TD>
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<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top" STYLE="BORDER-LEFT:1px solid #000000; BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-RIGHT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-right:2pt">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">(For initial reports: Account statements may be attached if they are within ten days of the date of hire. If the date of this
report is more than ten days after the date of the account statements, this chart shall be updated with any changes, or if none, so state.) </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">(For annual
reports: Account statements may be attached if they are within forty-five days of the date that this report is required to be submitted. If the date of this report is more than forty-five days after the date of the account statements, this chart
shall be updated with any changes, or if none, so state.) </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">(If I annotate that the Companies have my account statements on file, I have reviewed those
files for completeness and accuracy.) </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:11pt; font-family:Times New Roman" ALIGN="justify">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>SIGNATURE</I></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:11pt; font-family:Times New Roman" ALIGN="justify">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>TYPE OR PRINT NAME</I></P></TD></TR></TABLE></DIV>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:11pt">


<TR>

<TD WIDTH="50%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="50%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:11pt; font-family:Times New Roman" ALIGN="justify">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:11pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:11pt"><I>DATE</I></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE></DIV>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center">Exhibit VII A2 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE CAPITAL LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE EQUITY LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE ALTERNATIVES LP </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center"><B>DOUBLELINE GROUP LP </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center">Sample
Request for Duplicate Confirmations and Statements </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Date: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">[Address of Outside Firm] </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">RE:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(NAME OF INDIVIDUAL) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ACCOUNT # </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">Dear Sir/Madam: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">Please be advised that [insert employee name]
is an employee of DoubleLine Capital LP, DoubleLine Equity LP, DoubleLine Alternatives LP or DoubleLine Group LP (&#147;DoubleLine&#148;) and in compliance with FINRA conduct rule 3050, Rule <FONT STYLE="white-space:nowrap">206(4)-7</FONT> under the
Investment Advisers Act of 1940, as amended, and/or DoubleLine&#146;s employee Code of Ethics, this account is subject to a requirement that duplicate account statements and trade confirmations be sent to our compliance department at the address
below: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">In connection with the above account, please send duplicate confirmations and account statements to my employer at the following address: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:10%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">Attn: Chief Compliance Officer </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:10%; font-size:11pt; font-family:Times New Roman" ALIGN="justify">DoubleLine Group LP </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:10%; font-size:11pt; font-family:Times New Roman">333 South Grand Ave, Suite 1800 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:10%; font-size:11pt; font-family:Times New Roman">Los Angeles, CA 90071 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">If you have established
electronic delivery of such duplicate information for other persons to our firm&#146;s automated compliance systems, please establish such delivery for (NAME OF INDIVIDUAL). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman">If you have any questions or comments relative to the foregoing, please do not hesitate to contact me. Thank you for your kind attention to this matter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:11pt; font-family:Times New Roman" ALIGN="center">Very truly yours, </P>
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<Center><DIV STYLE="width:8.5in" align="left">

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</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="font-size:8pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:7pt; font-family:ARIAL" ALIGN="justify">ROPES&nbsp;&amp; GRAY LLP</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt" align="left">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:7pt; font-family:ARIAL" ALIGN="justify">THREE EMBARCADERO CENTER</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt" align="left">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:7pt; font-family:ARIAL" ALIGN="justify">SAN FRANCISCO, CA 94111-4006</P>
<P STYLE="font-size:2pt; margin-top:0pt; margin-bottom:0pt" align="left">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:7pt; font-family:ARIAL" ALIGN="justify">WWW.ROPESGRAY.COM</P></TD></TR>
</TABLE> <P STYLE="font-size:30pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="bottom"> <P STYLE="font-size:14pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:12pt; font-family:Times New Roman">September&nbsp;30, 2020</P></TD>
<TD VALIGN="bottom" ROWSPAN="5">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ROWSPAN="5"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chelsea M. Childs</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ropes&nbsp;&amp;
Gray LLP</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Three Embarcadero Center <BR>San Francisco, CA 94111-4006</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">T +1 415 315 6374</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-size:12pt">Securities and Exchange Commission</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-size:12pt">Division of Investment Management</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-size:12pt">100 F Street, N.E.</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="font-size:12pt">Washington, DC 20549</FONT></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%" VALIGN="top" ALIGN="left">Re:</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman; " ALIGN="justify">DoubleLine Income Solutions Fund (File <FONT STYLE="white-space:nowrap">No.&nbsp;811-22791)</FONT>
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">Ladies and Gentlemen: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">We are filing today via EDGAR a Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2</FONT> pursuant to the Securities Act of
1933, as amended (the &#147;Securities Act&#148;), Rule 415(a)(1)(x) thereunder and the Investment Company Act of 1940, as amended, on behalf of DoubleLine Income Solutions Fund, a Massachusetts business trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">Pursuant to Section&nbsp;6 of the Securities Act, we have calculated the Registration Fees and have transmitted such fees in the amount of
$64,900.00 to the designated lockbox at U.S. Bank in St. Louis, Missouri. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">As has been designated on the facing sheet, it is intended that
the Registration Statement become effective immediately, pursuant to Rule 415(a)(1)(x) under the Securities Act. The Registration Statement does not contain any disclosure that, in our view, could render it ineligible to become effective pursuant to
Rule 405 under the Securities Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="justify">Please direct any questions or comments regarding this filing to me at (415) <FONT
STYLE="white-space:nowrap">315-6374.</FONT> Thank you for your attention in this matter. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">Sincerely,</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt"><U>/s/&nbsp;&nbsp;&nbsp;&nbsp;Chelsea Childs</U></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">Chelsea Childs</P></TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:12pt" ALIGN="center">


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">cc:</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">Youse Guia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">Adam Rossetti</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">Neal Zalvan</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">Timothy W. Diggins</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:12pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:12pt">Jeremy C. Smith</P></TD></TR>
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